Equity Transactions and Stock Option Plan

9 Months Ended

Jan. 31, 2019

Equity Transactions and Stock Option Plan

Note 8.

Equity Transactions and Stock Option Plan

We have obligations under our 2009 Equity Incentive Plan (the “2009 Plan”). On April 14, 2009, our shareholders approved the 2009 Plan providing for the granting of awards to our directors, officers, employees and independent contractors. The number of common stock shares reserved for issuance under the 2009 Plan is 1,750,000 shares. The 2009 Plan is administered by the Compensation Committee (the “Committee”) of the Board of Directors. The Committee has complete discretion under the plan regarding the vesting and service requirements, exercise price and other conditions. Under the 2009 Plan, the Committee is authorized to grant the following types of awards:

	·	Stock Options including Incentive Stock Options (“ISO”),
	·	Options not intended to qualify as ISOs,
	·	Stock Appreciation Rights, and
	·	Restricted Stock Grants.

Our practice has been to issue new or treasury shares upon the exercise of stock options. Stock option rights granted under the 2009 Plan generally have 5 or 10 year terms and vest in two or three equal annual installments, with some options grants providing for immediate vesting for a portion of the grant.

During the quarter ended January 31, 2019, there were no stock grants or forfeitures. As of January 31, 2019, there were 38,000 unvested stock grants at a weighted average $2.27 value per share, as well as $71,883 of unamortized compensation cost related to stock grants, which is expected to be recognized over approximately 1.7 years.

A summary of stock option activity under our share-based payment plan for the three months ended January 31, 2019 is presented below:

	Options		Weighted Average Excersice Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding at April 30, 2018		676,000	$	1.10
Granted		-
Exercised		-
Forfeited or expired		-
Outstanding at January 31, 2019		676,000	$	1.10		3.5	$	923,800

Exercisable at January 31, 2019		676,000	$	1.10		3.5	$	923,800

Available for grant at January 31, 2019		507,611

Compensation cost for stock options granted is based on the fair value of each award, measured by applying the Black-Scholes model. As of January 31, 2019, there was no unamortized compensation cost related to stock options.

On November 29, 2018, in order to facilitate and avoid delays associated with obtaining the approvals of the Washington State Gambling Commission required in order to consummate the merger with Maverick Casinos, the Company issued and sold to Maverick Casinos 890,390 shares of its common stock representing 5.0% of the outstanding shares of common stock of the Company, in a private placement, for $2.42 per share, the closing market price for shares of the Company’s common stock on the last trading day prior to the issuance, for an aggregate purchase price of $2,154,744, paid in cash. The shares are held in escrow pending the merger.

See Note 14 Merger Agreement.

Treasury Stock

In July 2016, our board of directors approved a $2.0 million stock repurchase program to purchase our common stock in the open market or in privately negotiated transactions from time to time, in compliance with Rule 10b-18 of the Securities and Exchange Act of 1934, subject to market conditions, applicable legal requirements, loan covenants and other factors. The repurchase plan does not obligate the Company to acquire any specified number or value of common stock. During the three months ended January 31, 2019, the Company did not repurchase any shares. As of January 31, 2019, $1.7 million remains available under the share repurchase authorization.