Stockholders' deficit

3 Months Ended

Mar. 31, 2021

Equity [Abstract]

Stockholders' deficit

15. Stockholder’s deficit

a) Common shares

Authorized and outstanding

The Company has authorized 10,000,000,000 shares with a par value of $0.01 per share. The company has issued and outstanding 2,262,849,130 and 2,027,085,665 shares of common stock at March 31, 2021 and December 31, 2020, respectively.

On January 8, 2021, the Company issued 78,763,466 shares of common stock to Leonite in connection with a conversion notice received, converting principal and interest of $70,137.

On March 3, 2021, the Company issued 97,000,000 shares of common stock to Leonite in connection with a conversion notice received, converting principal and interest of $95,000.

On March 9, 2021, the Company received notification of exercise of warrants for 66,666,666 shares on a cashless basis, resulting in the issuance of 59,999,999 shares of common stock valued on the date of issuance at $90,000.

b) Series A Preferred shares

Authorized, issued and outstanding

The Company has authorized 10,000,000 Series A preferred shares with a par value of $0.01 per share. The company has issued and outstanding 4,000,000 Series A Preferred shares at March 31, 2021 and December 31, 2020, respectively.

c) Series B Preferred shares

Authorized and outstanding

The Company has authorized 400,000 Series B preferred shares with a par value of $1.00 per share. The company has issued and outstanding 400,000 Series B Preferred shares at March 31, 2021 and December 31, 2020, respectively.

d) Warrants

The Secured Promissory Note Agreements entered into with Leonite, First Fire and Bauman contain certain conversion price protection and anti-dilution protection provisions, which were triggered as a result of the terms contained in the promissory note issued to Labrys Fund LP on November 30, 2020. As a result, the Company issued five year warrants exercisable for 246,464,649 shares of common at an exercise price of $0.00205 per share, for all advances made to the Company by the lenders in terms of the secured Promissory Note Agreements.

Between January 8, 2021 and February 19, 2021, Leonite advanced the Company an additional $290,000 and in terms of clause 3.12 of the Secured Promissory Note Agreement entered into with Leonite, the Company granted Leonite five year warrants exercisable for 131,111,112 shares of common stock at an exercise price of $0.00205 per share.

On March 9, 2021, the Company received a cashless warrant exercise, exercising warrants for 66,666,666 shares for net shares of 59,999,999 shares of common stock.

A summary of all of the Company’s warrant activity during the period January 1, 2020 to March 31, 2021 is as follows:

	No. of shares			Exercise price per  share		Weighted average exercise price
Outstanding as of January 1, 2020		2,566,101,248			$0.00204 to $0.12	$	0.0044700
Granted		233,333,332			0.0017357		0.0017357
Adjustment due to price protection		152,017,272,726			0.0000324		0.0000324
Forfeited/cancelled		(2,366,666	)		0.0300000		0.0300000
Granted in terms of debt extinguishment		326,286,847			0.000675		0.0006750
Cancelled as part of debt extinguishment		(154,300,675,861	)		0.0000324		0.0000324
Exercised		(224,390,247	)		0.0004		0.0004000
Outstanding as of December 31, 2020		615,561,379			$0.000675 to $0.12		0.0113796
Granted		377,575,761			$0.0020500		0.0020500
Forfeited/cancelled		—			—		—
Exercised		(66,666,666	)		$0.0015000		$0.001500
Outstanding as of March 31, 2021		926,470,474			$0.000675 to $0.12	$	$0.0082883

The warrants were valued using a Black Scholes pricing model on the date of grant at $1,565,487 using the following weighted average assumptions: 

	Three months ended March 31, 2021
Calculated stock price		$0.00205
Risk free interest rate		0.36 to 0.59	%
Expected life of warrants		60 months
expected volatility of underlying stock		226.2 to 231.3	%
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.

The following table summarizes information about warrants outstanding at March 31, 2021:

	Warrants outstanding						Warrants exercisable
Exercise price	No. of shares		Weighted average remaining years		Weighted average exercise price		No. of shares		Weighted average exercise price
$0.000675		326,286,847		4.28				326,286,847
$0.03000		3,703,700		0.04				3,703,700
$0.00150		66,666,666		437				66,666,666
$0.00205		477,575,761		4.73				477,575,761
$0.12		52,237,500		0.64				52,237,500
		926,470,474		4.30	$	0.0082883		926,470,474	$	0.0082883

All of the warrants outstanding as of March 31, 2021 are vested. The warrants outstanding as of March 31, 2021 have an intrinsic value of $3,227,478. 

e) Stock options

Our board of directors adopted the Greenstone 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 no issued options at March 31, 2021 under the Plan.