Stockholders' Equity

9 Months Ended

Sep. 30, 2014

Stockholders' Equity [Abstract]

Stockholders' Equity

Note 10 - Stockholders' Equity

Pursuant to the Merger Agreement, at closing, we issued 24,357,087 shares of our common stock to the former stockholders of Kogeto Tech in exchange for 100% of the outstanding shares of Kogeto Tech common stock.

Included in the 24,357,087 shares of our common stock issued in the Merger were 10,040,223 shares of our common stock issued to the holders of 3,916,655 shares of Series A preferred stock of Kogeto Tech.

Included in the 24,357,087 shares of our common stock issued in the Merger were 9,932,094 shares of our common stock issued to the holders of 7,284,000 shares of common stock of Kogeto Tech.

Included in the 24,357,087 shares of our common stock issued in the Merger were 1,354,821 shares of our common stock issued to the holders of stock options of Kogeto Tech. We recorded $167,385 of stock-based compensation as of the date of the Merger in relation to these shares, as the shares were valued at $379,350 based on $0.28 per share, less the amount previously recorded as stock-based compensation in prior years of $211,965 for these stock options.

Included in the 24,357,087 shares of our common stock issued in the Merger were 289,478 shares of our common stock issued to previous holders of stock options of Kogeto Tech. We recorded $81,054 of stock-based compensation as of the date of the Merger in relation to these shares, as the shares were valued at $0.28 per share.

Included in the 24,357,087 shares of our common stock issued in the Merger were 1,941,553 shares of our common stock issued to the holders of the outstanding Senior Secured 10% Convertible Notes to convert $425,000 of principal, $46,020 of accrued interest and the value of the foregone warrants of $72,615 at a per share price of $0.28. The value of the forgone warrants was recorded as interest expense as of the date of the Merger.

Included in the 24,357,087 shares of our common stock issued in the Merger were 798,918 shares of our common stock issued to settle liabilities in accrued expenses of Kogeto Tech of $223,698 at a per share price of $0.28.

On January 6, 2014, pursuant to a Membership Interest Purchase Agreement between us and Jeff Glasse, our Founder, Chairman and Chief Executive Officer, Mr. Glasse sold 100% of the membership interests of Kogeto Lucy, LLC to us in exchange for 1,000 shares of our common stock. The shares were valued at $280, or a per share price of $0.28.

On January 2, 2014, we agreed to settle the 500,000 shares of capital stock to be issued to a former consultant of Northeast Automotive Holdings, Inc. for 160,000 shares of our common stock. The shares were valued at $44,800, or a per share price of $0.28.

On June 18, 2014, we completed an initial closing of a private placement to four accredited investors of 2,714,285 shares of our Common Stock, at a purchase price of $0.28 per share, for gross proceeds of $760,000. The investors in the private placement also received five-year warrants to purchase up to 542,857 shares of our Common Stock, at an exercise price of $0.32 per share. The placement agents in the private placement received cash commissions of $60,800 and five-year warrants with a cashless exercise provision to purchase 260,571 shares of our Common Stock at $0.32 per share. The net proceeds from the private placement, following the payment of offering-related expenses, are being used to develop and launch our next round of products, repay outstanding bridge notes and for working capital and other general corporate purposes.

On August 27, 2014, we completed a closing of a private placement to six accredited investors of 1,575,000 shares of our Common Stock at a purchase price of $0.28 per share, for gross proceeds of $441,000. The gross proceeds of the private placement included the conversion of $150,000 in bridge financing. The investors in the private placement also received five-year warrants to purchase up to 315,000 shares of our Common Stock, at an exercise price of $0.32 per share. As part of the conversion of $150,000 in bridge financing, the investor was issued an additional five-year warrant to purchase up to an aggregate of 100,000 shares of our Common Stock at an exercise price of $0.32, valued at $0.17 per share or $17,300 using the Black-Scholes model and were included in interest expense in the three months ended September 31, 2014. The placement agents in the private placement received cash commissions of $35,280 and five-year warrants with a cashless exercise provision to purchase 151,200 shares of our Common Stock at $0.32 per share. The net proceeds from the private placement, following the payment of offering-related expenses, are being used to develop and launch our next round of products, for working capital and other general corporate purposes.

On July 17, 2014, we issued 384,620 shares of our common stock pursuant to the financial advisory agreement with Baytree, of which 267,858 shares of our common stock was for the six-month period ended July 6, 2014 and 116,762 shares of our common stock was for the six-month period ended January 5, 2015.