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STOCK-BASED COMPENSATION
9 Months Ended
Sep. 30, 2019
Share-based Payment Arrangement, Noncash Expense [Abstract]  
STOCK-BASED COMPENSATION

On April 26, 2019, in connection with employment agreements with its CEO and COO, the Company issued market condition awards contingent upon the achievement of certain market capitalization targets. The awards are subject to a three-year service vesting period.  The awards are settleable in a variable number of common shares based on defined percentages of the Company’s total shares determined by market capitalization targets and are, therefore, classified as liabilities in accordance with ASC 718.  The fair value of the awards is remeasured at each reporting period until settlement.  Compensation cost is attributed over the period encompassing the derived service period and the explicit service period.  The fair value of the market condition awards as of September 30, 3019, was approximately $2.2 million. The market condition awards were valued using a Monte Carlo simulation technique, a risk-free interest rate of 1.6% and a volatility of 85% based on volatility over 3 years using daily stock prices.  For the nine-month period ending September 30, 2019, the Company recorded an expense of $317,000 for these awards.

 

On April 26, 2019, as additional consideration for advisory services provided in connection with the Charlie’s Financing and the Share Exchange (see Note 3 above), the Company issued an aggregate of 902.7 million shares of common stock (the “Advisory Shares”), including to a member of the Company’s Board of Directors, pursuant to a subscription agreement. The fair value of a share of common stock was $0.0032 which is based upon a valuation prepared by the Company on the date of the Share Exchange. The Company recorded stock-based compensation of approximately $2.9 million on the grant date.

 

Prior to the Share Exchange, Charlie’s employees held Member units, which were automatically converted into 7.1 million shares of common stock and 69,815 shares of Series B Preferred (or 698.1 million shares of common stock equivalents) due to the effect of the Share Exchange. The 705.3 million shares of common stock will vest over a two-year period. The fair value of a share of common stock was $0.0032 which is based upon a valuation prepared by the Company on the date of the Share Exchange. The Company recorded stock-based compensation of approximately $470,000 during the nine months ended September 30, 2019.