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Capital Stock and Equity Transactions
12 Months Ended
Jun. 30, 2021
Capital Stock and Equity Transactions  
Note 4 - Capital Stock and Equity Transactions

The Company has 150,000,000 shares of common stock authorized with a par value of $0.001 per share as of June 30, 2021. In addition, the Company has 10,000,000 preferred stock authorized with a par value of $0.001 per share as of June 30, 2021.

 

On April 19, 2018, the Company entered into a Standby Equity Distribution Agreement (the “SEDA”) with YA II PN Ltd. (“YA Investor”), a Cayman Island exempt limited partnership and an affiliate of Yorkville Advisors Global, LLC, whereby the Company sold and the YA Investor purchased 869,565 shares (the “Initial Shares”) of the Company’s common stock for the purchase price of One Million Dollars ($1,000,000), Additionally, under the SEDA the Company may sell to the YA Investor up to $5 million of shares of Common Stock over a two-year commitment period. Under the terms of the SEDA, the Company may from time to time, in its discretion, sell newly issued shares of its common stock to the YA Investor at a discount to market of 8% of the lowest daily volume weighted average price during the relevant pricing period. The Company is obligated to register the Initial Shares, the Commitment Shares (as defined below), and the shares of Common Stock issuable under the SEDA pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”).

 

The Company is not obligated to utilize any portion of the SEDA and there are no minimum commitments or minimum use penalties provided the Company does not terminate the SEDA by October 2020 wherein the Company would be required to pay a termination fee of $100,000. The Company issued One Hundred Thousand (100,000) shares of common stock as a commitment fee (the “Commitment Shares”) to an affiliate of the YA Investor. The total amount of funds that ultimately can be raised under the SEDA over the two-year term will depend on the market price for the Company’s common stock and the number of shares actually sold.

   

The SEDA does not impose any restrictions on the Company’s operating activities. During the term of the SEDA, the YA Investor is prohibited from engaging in any short selling or hedging transactions related to the common stock.

 

In connection with the SEDA, the Company engaged Garden State Securities, Inc. (“GSS”) as its exclusive selling/placement agent. In connection with the transactions set forth in the SEDA, GSS shall receive a fee equal to 10% of the purchase price of the Initial Shares in cash plus warrants to purchase 86,957 shares of common stock at an exercise price of $1.15 per share, expiring in five years. GSS will also receive a cash fee equal to 5% of the amount paid by the Investor for each Advance under the SEDA.

 

During October and November 2018, the Company used the SEDA to receive $1,045,000. The Company issued 1,116,738 common shares which were valued at fair market at the date issued.

 

On July 2, 2019, the Company, entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors,("Investors")  pursuant to which the Company agreed to issue and sell directly to the Investors in a private offering (the “Offering”), an aggregate of 7,211,538 shares of common stock, at $0.624 per Share or a 20% discount to the closing price as of July 2, 2019, for gross proceeds of approximately $4,500,000 before deducting offering expenses. The Purchase Agreement contained customary representations and warranties. The Shares were offered by the Company pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder. The Company was obligated in accordance with the terms of a Registration Rights Agreement (the “Rights Agreement”) to register the Shares and the shares of common stock underlying the warrants described below, within 90 days from the date of the Purchase Agreement. All shares of common stock and shares of common stock underlying the warrants have been registered.

 

As additional consideration for the purchase of the Shares, the Company agreed to issue to the Investors Series A Warrants, Series B Warrants, and Series C Warrants (collectively, the “Warrants”). The number of shares for the Warrants and exercise price of the Warrants is subject to adjustment; provided, however, on each of (i) the 3rd Trading Day following the effective date (the “Effective Date”) of the Registration Statement to be filed by the Company (the “Interim True-Up Date”), and (ii) the 6th Trading Day following the Effective Date (the “Final True-Up Date”), the Exercise Price shall be reduced, and only reduced, to equal the lower of (1) the then Exercise Price and (2) 100% of the lowest VWAP during the 2 Trading Days prior to the Interim True-Up Date or 5 Trading Days prior to the Final True-Up Date, as applicable, immediately following the Effective Date. The Series C Warrants, which are considered pre-funded, allow each Investor to purchase an amount of shares equal to the sum of (a) any shares purchased by the Investor pursuant to the Purchase Agreement that would have resulted in the beneficial ownership of greater than 4.99% of the outstanding common shares of the Company, (b) on the 3rd Trading Day following the Effective Date, if 80% of the lowest VWAP during the 2 Trading Days immediately prior to such date (“Primary Effective Date Price”) is less than $0.624, then a number of shares of Common Stock equal to such Investor’s Purchase Agreement purchase amount divided by the Primary Effective Date Price less any shares of Common Stock (i) issued at the Closing and (ii) issuable pursuant to clause (a) above, if any, and (c) on the 6th Trading Day following the Effective Date, if 80% of the lowest VWAP during the 5 Trading Days immediately prior to such date (“Secondary Effective Date Price”) is less than $0.624, then a number of shares of Common Stock equal to such Holder’s Subscription Amount at the Closing divided by the Secondary Effective Date Price less any shares of common stock (i) issued at the Closing, (ii) issuable pursuant to clause (a) above, if any, (ii) issuable pursuant to clause (b) above, if any. The Series C Warrants are exercisable at a price of $0.001 per share.

 

In connection with the Purchase Agreement, the Company engaged Dawson James as its exclusive selling/placement agent. In connection with the transactions set forth in the Purchase Agreement, Dawson James received a fee equal to 10% of the Offering in cash plus warrants to purchase 360,577 shares of Common Stock at an exercise price of $0.78 per share, expiring in five years.

   

The Company issued 30,299,998 shares of common stock pursuant to the Purchase Agreement, as well as the exercise of the Series C Warrants and fees paid in shares of common stock. The Company received approximately $4,038,000, net of the placement fees, legal and other expenses incurred for the placement of the Shares. The Investors received Series A Warrants to allow the Investors to purchase an aggregate of 7,018,090 shares of common stock, and Series B Warrants to allow the Investors to purchase an aggregate of 28,072,364 shares of common stock at a purchase price of $0.1603 per common share. If the investors choose to exercise all Series A, the Company would receive proceeds of $4,500,000.

 

The 324,325 shares of Series A Convertible Preferred Stock are convertible into 117,688,024 shares of Common Stock so that the Series A Convertible Stock holders would hold 55% of the number of outstanding shares of Common Stock on a fully diluted basis after giving effect to such conversion as of June 30, 2021 compared to 115,016,707 as of June 30, 2020. The Series A Convertible Preferred Stock vote on an “as-converted” basis. The Company has recorded a derivative liability in accordance with FASB ASC 815 because of the conversion feature embedded in the Series A Convertible Preferred Stock. The value as of June 30, 2021 for the derivative liability was $6,601,339 which was an increase from June 30, 2020 of $3,775,678. The difference was recorded as an unrealized loss on the consolidated statement of operations as of June 30, 2021 compared to a gain for this same period in 2020 of $6,811,623.

 

The 7,567 shares of Series B Convertible Preferred Stock are convertible into 1,120,064 shares of common stock.

 

Issuance of Common Stock

 

During the year ended June 30, 2021, the Company issued 4,000,000 shares of common stock to Note Payable Holders as satisfaction of principal obligations. These shares were valued at fair market value of $300,000.

 

During the year ended June 30, 2021 the Company issued 1,638,869 shares of common stock to employees. These shares were valued at fair market value of $177,718 and expensed in the accompanying Condensed Consolidated Statement of Operations.

 

During the year ended June 30, 2021 the Company issued 62,288 to members of the board of directors for services rendered. These shares were valued at fair market value of $8,110 and expensed in the accompanying Condensed Consolidated Statement of Operations.

 

During the year ended June 30, 2021 the Company issued 1,844,201 to vendors for services rendered. These shares were valued at fair market value of $216,073 and expensed in the accompanying Condensed Consolidated Statement of Operations.

 

During the year ended June 30, 2020 the Company issued 860,950 shares of common stock to employees. These shares were valued at fair market value of $103,614 and expensed in the accompanying Consolidated Statement of Operations.

 

During the year ended June 30, 2020, the Company issued 1,815,220 shares of common stock to Note Payable Holders are satisfaction of these obligations. These shares were valued at fair market value of $131,000.

 

During the year ended June 30, 2020, the Company issued 366,667 shares of common stock to shareholders of GTI as additional consideration for the 2019 software acquisition. These shares were valued at fair market value of $262,500.

 

During the year ended June 30, 2020, the Company accepted subscriptions for the issuance of 30,299,998 shares of common stock for total subscriptions of $4,037,888 in cash, as described above.

 

During the year ended June 30, 2020, the Company issued 500,000 shares of common stock to vendors for services rendered. These shares were valued at fair market value of $40,000 and expensed in the accompanying Consolidated Statement of Operations.

 

During the year ended June 30, 2020, the Company issued a total of 15,000 shares of common stock to two members of the Board of Directors for services rendered. These shares were valued at fair market value of $1,230 and expensed in the accompanying Consolidated Statements of Operations.

   

The Company has determined that as of June 30, 2021 the Series A Preferred stock would be convertible into 117,688,024 shares of common stock which would result in 253,523,746 shares of fully diluted common shares. The Company is authorized to issue 150,000,000 shares. This exceeds the authorized and outstanding shares by 103,523,746 shares and therefore in accordance with ASR 268 the Company needs to present the Series A Convertible Preferred Stock separate from Stockholders Equity on the Balance Sheet and in the footnote disclosure. The Company has elected to not to present the Series A Convertible Preferred Stock separate as a mezzanine equity in accordance with ASR 268 because in October 2021 the Series A 55% feature no longer existed and this classification would be temporary and moved backed to permanent equity.