14. Stockholders' Equity

12 Months Ended

Dec. 31, 2017

Equity [Abstract]

Stockholders' Equity

Preferred Stock

The Company is authorized to issue 25,000,000 shares of Preferred Stock at a par value of $0.001. No shares of Preferred Stock were issued and outstanding as of either December 31, 2017 or December 31, 2016.

Common stock

The Company is authorized to issue 200,000,000 shares of common stock at a par value of $0.001 and had 124,273,548 and 101,452,789 shares of common stock issued and outstanding as of December 31, 2017 and December 31, 2016, respectively.

Common Stock Issued in Private Placements

During the year ended December 31, 2017, the Company did not issue any shares of stock in private placements.

During the year ended December 31, 2016, the Company issued 436,987 shares of common stock in private placements for proceeds of $340,076 under a series of private placement equity offerings with a share price of approximately $0.78 per share.

Common Stock Issued in Connection with the Exercise of Warrants

During the year ended December 31, 2017, the Company issued 6,530,220 shares of common stock for proceeds of $1,566,000 under a series of stock warrant exercises with a share price of approximately $0.24 per share.

During the year ended December 31, 2016, the Company issued 5,216,670 shares of common stock for proceeds of $1,251,000 under a series of stock warrant exercises with a share price of approximately $0.24 per share.

Common Stock Issued in Exchange for Consulting, Professional and Other Services

During the year ended December 31, 2017, the Company issued 1,156,931 shares of common stock with a fair market value of $835,225 to employees, officers and directors in lieu of cash payment. Additionally, the Company issued 3,264,965 shares of common stock with a fair value of $1,892,735 to consultants and other professionals in lieu of cash payments.

During the year ended December 31, 2016, the Company issued 543,030 shares of common stock with a fair market value of $343,225 to consultants and other professionals in lieu of cash payments.

Each share issuance made in exchange for services was valued based upon the private placement offering price of the Company’s common stock in place on its respective date of award.

Common Stock Issued In lieu of Cash for Loans Payable and Other Accrued Obligations

During the year ended December 31, 2017, the Company issued 1,045,870 shares of common stock with a fair market value of $533,000 to satisfy loans payable and other accrued obligations.

During the year ended December 31, 2016, the Company issued 521,250 shares of common stock with a fair market value of $150,000 to satisfy loans payable and other accrued obligations.

Common Stock Issued in Connection with the Amendment of Terms of a Promissory Note

At October 1, 2016, Grom Holdings owed $250,000 in past due principal on a promissory note to the former shareholders of TD Holdings. Grom Holdings negotiated an extension of terms through December 31, 2016 in exchange for 41,700 shares of Grom common stock. These shares were valued at $32,500, or $0.78 per share, and recorded as interest expense in the Company’s consolidated financial statements. See Note 12 – Debt.

Common Stock Issued in Connection with the Issuance of Convertible Debentures

During the year ended December 31, 2016, the Company issued 884,244 shares of common stock with a fair market value of $667,332 to investors as an inducement to lend in connection with the issuance of its unsecured, convertible notes. The fair value of the shares was recorded as interest expense in the Company’s consolidated financial statements. See Note 12 – Debt.

Common Stock Issued in the Acquisition of a Business

On July 1, 2016, the Company issued 7,408,701 shares of its common stock valued at approximately $0.58 per share, or $4,272,500 in connection with its acquisition of TD Holdings. See Note 6 – Business Combinations.

Common Stock Issued in the Acquisition of Intangible Assets

On August 26, 2016, the Company issued 208,500 shares of its common stock valued at $0.78 per share, or $162,500, in connection with its acquisition of the MamaBear mobile software application from GeoWaggle LLC.

Conversion of Convertible Debentures and Accrued Interest into Common stock

During the year ended December 31, 2016, the Company converted, upon receiving formal instructions from its noteholders, $2,480,600 in note principal, plus inducement costs and accrued interest of $233,029, or a total of $2,713,629 into 3,771,928 shares of common stock. See Note 12 – Debt.

Common Stock Issued in Connection with Secured convertible OID notes

In 2017, we issued $601,223 of secured convertible OID Notes at an interest rate of 10%. In connection with the issuance of these Notes and as an inducement to enter into these Notes we issued 150,305 shares valued at $78,321

Stock Purchase Warrants

The stock purchase warrants have been accounted for as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments indexed to, and potentially settled in, a company’s own stock, distinguishing liabilities from equity.

The following table reflects all outstanding and exercisable warrants at December 31, 2017 and December 31, 2016. All stock warrants are exercisable for a period of approximately five years from the date of issuance.

	Number of Warrants Outstanding			Weighted Avg. Exercise Price		Weighted Avg. Contractual Life (Yrs)
Balance January 1, 2016		12,568,369		$	1.00		1.67
Warrants issued		–
Less : Warrants exercised		(5,216,670	)	$	1.00
Balance January 1, 2017		7,351,699		$	0.26		0.75
Warrants issued		567,166		$	1.50		2.25
Less : Warrants exercised		(7,107,765	)	$	0.24
Warrants forfeited		(29,190	)	$	0.24
December 31, 2017		781,910		$	1.36		2.38

Stock Options

The following table represents all outstanding and exercisable stock options as of December 31, 2017.

	Options issued		Options forfeited			Options outstanding		Vested options		Strike Price		Weighted Average Remaining Life In Years
		7,735,350		–			7,735,350		7,735,350	$	0.24	5.3
		9,695,250		417,000			9,278,250		9,278,250	$	0.36	1.4
		938,250		938,250			–		–	$	0.48
		13,135,500		3,544,500			9,591,000		9,591,000	$	0.72	2.3
		5,421,000		1,042,500			4,378,500		4,011,019	$	0.78	2.9
Total		36,925,350		(5,942,250	)		30,983,100		30,615,619			2.9

During the years ended December 31, 2017 and 2016, the Company recorded $1,823,408 and $8,080,998 in stock- based compensation expense related to these stock options.