Stockholders' deficit

12 Months Ended

Dec. 31, 2017

Equity [Abstract]

Stockholders' deficit

17. Stockholders’ deficit

a) Common shares

Authorized, issued and outstanding

The Company has authorized 500,000,000 shares with a par value of $0.01 per share. The company has issued and outstanding 123,239,230 and 48,738,755 on December 31, 2017 and 2016, respectively.

On February 14, 2017, the Company issued 60,000,000 common shares valued at $2,184,000 to Leon Development Ltd, a Company controlled by our CEO, Shawn Leon, in connection with the purchase of the entire shareholding of CCH, the owner of the premises located in Bala, Ontario at 3571 Highway 169.

On May 30, 2017, the Company issued 100,000 common shares to a vendor in lieu of services rendered at a market value of $4,000 or US$0.04 per share.

During July 2017, five Series L Convertible note holders exercised their conversion rights and converted an aggregate principal amount of

$375,011 into 12,500,375 shares of common stock at a conversion price or $0.03 per share.

On December 1, 2017, the Company issued 1,650,000 shares of common stock in connection with the closing of a financing of a Senior Secured Convertible Note. The shares were valued at $132,000, or $0.08 per share on December 1, 2017.

On December 29, 2017, the Company issued an additional 250,000 shares of common stock upon the amendment of the Senior Secured Convertible note, disclosed in 4 above. The shares were valued at $15,000 or $0.06 per share on December 29, 2017.

b) Preferred shares

Authorized, issued and outstanding

The Company has authorized 13,000,000 preferred shares with a par value of $0.01 per share, designated as 3,000,000 series A convertible preferred shares and 10,000,000 series B convertible preferred shares. The Company has no preferred shares issued and outstanding.

c) Warrants

In terms of the short-term Series L Convertible notes entered into with 3 parties, as disclosed in note 13 above, the Company awarded three year warrants exercisable over 2,366,666 shares of common stock, at an exercise price of $0.03 per share.

In terms of the agreements entered into with Leonite Capital, LLC, the Company agreed to issue warrants exercisable over 27,500,000 shares of common stock at an exercise price of $0.10 per share.

The fair value of Warrants awarded and revalued during the year ended December 31, 2017 were valued at $1,826,500 using the Black Scholes pricing model utilizing the following weighted average assumptions:

	Year ended December 31, 2017
Calculated stock price		$0.02 to $0.08
Risk free interest rate		1.48% to 2.13%
Expected life of warrants (years)		3 to 5 years
expected volatility of underlying stock		398% to 535%
Expected dividend rate		0	%

The volatility of the common stock is estimated using historical data of the Company’s common stock. The risk-free interest rate used in the Black Scholes pricing model is determined by reference to historical U.S. Treasury constant maturity rates with maturities approximate to the life of the warrants granted. An expected dividend yield of zero is used in the valuation model, because the Company does not expect to pay any cash dividends in the foreseeable future. As of December 31, 2017, the Company does not anticipate any awards will be forfeited in the valuation of the warrants.

c) Warrants

A summary of all of the Company’s warrant activity during the period January 1, 2016 to December 31, 2017 is as follows:

	No. of shares			Exercise price per share		Weighted average exercise price
Outstanding January 1, 2016		6,300,000			0.0033 to $.0.03	$	0.0033
Granted		19,337,409			0.03		0.0300
Forfeited/cancelled		(6,000,000	)		0.15		0.1500
Exercised		—			—		—
Outstanding December 31, 2016		19,637,409			0.0033 to $.0.03		0.0033
Granted		29,866,666			$0.03 to $0.10		0.0945
Forfeited/cancelled		—			—		—
Exercised		—			—		—
Outstanding December 31, 2017		49,504,075			$0.033 to $0.10	$	0.0690

The following table summarizes information about warrants outstanding at December 31, 2017:

	Warrants outstanding						Warrants vexercisable
Exercise price	No. of shares		Weighted average remaining years		Weighted average exercise price		No. of shares		Weighted average exercise price
$0.0033		300,000		*				300,000
$0.03		21,704,075		2.20				21,704,075
$0.10		27,500,000		4.90				27,500,000
		49,504,075		3.71	$	0.0690		49,504,075	$	0.0690

* In terms of an agreement entered into with an investor relations company, 300,000 warrants were to be issued as part of the Investor Relations Agreement. These warrants have not been issued as yet, therefore the warrant terms are uncertain.

All of the warrants outstanding as of December 31, 2017 are vested. The warrants outstanding as of December 31, 2017 have an intrinsic value of

$668,123.

d) Stock options

Our board of directors adopted the Greenestone Healthcare Corporation 2013 Stock Option Plan (the “Plan”) to promote our long-term growth and profitability by (i) providing our key directors, officers and employees with incentives to improve stockholder value and contribute to our growth and financial success and (ii) enable us to attract, retain and reward the best available persons for positions of substantial responsibility. A total of 10,000,000 shares of our common stock have been reserved for issuance upon exercise of options granted pursuant to the Plan. The Plan allows us to grant options to our employees, officers and directors and those of our subsidiaries; provided that only our employees and those of our subsidiaries may receive incentive stock options under the Plan. We have granted a total of 480,000 options as of December 31, 2017 under the Plan.

No options were issued, exercised or cancelled during the year ended December 31, 2017.

d)     Stock options (continued

A summary of all the Company’s option activity during the period January 1, 2016 to December 31, 2017 is as follows:

	No. of shares		Exercise price per share		Weighted average exercise price
Outstanding January 1, 2016		480,000	$	0.12	$	0.12
Granted		—		—		—
Forfeited/cancelled		—		—		—
Exercised		—		—		—
Outstanding December 31, 2016		480,000	$	0.12		0.12
Granted - non plan options		—		—		—
Forfeited/cancelled		—		—		—
Exercised		—		—		—
Outstanding December 31, 2017		480,000	$	0.12	$	0.12

The following table summarizes information about options outstanding as of December 31, 2017:

	Options outstanding						Options exercisable
Exercise price	No. of shares		Weighted average remaining years		Weighted average exercise price		No. of shares		Weighted average exercise price
$0.12		480,000		1.83				480,000
		480,000		1.83	$	0.12		480,000	$	0.12

The Company issued Stock options to a former officer vesting over a 24-month period commencing on November 1, 2014 expiring on October 31, 2019, a formal option agreement has not been issued as yet, as such the terms of these options are uncertain.

As of December 31, 2017 there was no unrecognized compensation costs related to these options and the intrinsic value of the options as of December 31, 2017 is $0.