Share Capital

3 Months Ended

Mar. 31, 2017

Stockholders' Equity Note [Abstract]

Share Capital

Note 5.  Share Capital

Preferred Stock

The Company’s authorized capital includes 50,000,000 shares of preferred stock of $0.0001 par value. The designation of rights including voting powers, preferences, and restrictions shall be determined by the Board of Directors before the issuance of any shares.

Shares of Series A Preferred Stock were convertible into shares of common stock in July 2016, the scheduled maturity date. However, the Company is in negotiations with Series A Preferred Stock investors regarding new terms. As of March 31, 2017, none of the holders of the Series A Preferred Stock have elected to convert the Series A Preferred Stock into shares of common stock. 

170,940 shares of Series A preferred stock are issued and outstanding as of March 31, 2017.

Mandatorily Redeemable Preferred Shares

The Company’s subsidiary One Horizon Group Plc has 50,000 shares of redeemable preferred stock issued and outstanding, par value of £1. These shares are non-voting, non-participating,  redeemable and have been presented as a long-term liability.

Common Stock

The Company is authorized to issue 33.3 million shares of common stock, par value of $0.0001 per share, after giving effect to the reverse stock split.

During the three months ended March 31, 2017 the Company:

● Issued 92,000 shares of common stock for services provided with a fair value of $176,000.

Stock Purchase Warrants

At March 31, 2017, the Company had reserved 887,919 shares of its common stock for the following outstanding warrants:

Number of Warrants		Weighted average exercise price		Expiry	Intrinsic value
	887,919		12.66	To December 2019		-

During the three months ended March 31, 2017 no warrants were forfeited, 238,095 warrants were issued and none exercised. For services performed and valued under Black-Scholes valuation method.

The assumptions used in calculating the fair value under the Black-Scholes option valuation model are set forth in the following table for warrants issued by the Company for the three months ended March 31, 2017 and 2016.

Common stock fair value	$	1.92
Risk-free interest rate		2.5	%
Expected dividend yield		0	%
Expected warrant life (years)		0.5
Expected stock price volatility		107	%