Annual report pursuant to Section 13 and 15(d)

Shareholders' Equity

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Shareholders' Equity
12 Months Ended
Dec. 31, 2014
Shareholders' Equity [Abstract]  
SHAREHOLDERS' EQUITY
5. SHAREHOLDERS’ EQUITY

 

Following the April 30, 2014 Redomestication, the Company had approximately 3,920,700 shares of common stock issued and outstanding. On June 3, 2014, the Company entered into a Securities Exchange Agreement with DAC and issued 8,050,000 shares of common stock and 36,050,000 shares of Series D Preferred Stock to DAC’s shareholders, to exchange for the 34,100,000 shares of DAC common stock outstanding, which were originally issued for cash amount of $653,327. The Company issued a total of 25,107,414 shares of common stock in the period from June 3, 2014 to December 31, 2014, described further as follows:

 

The Company issued 3,810,000 shares of common stock between June 3 and June 30, 2014 pursuant to conversions of 38,100 shares of Series A Preferred Stock.

 

The Company issued 9,865,000 shares of common stock during the third quarter pursuant to conversions of 98,650 shares of Series A Preferred Stock.

 

The Company issued 6,150,000 shares of common stock during the fourth quarter pursuant to conversions of 61,500 shares of Series A Preferred Stock.

 

On July 1, 2014, the Company entered into a twelve-month consulting agreement for investor relations, marketing and public relations services. Pursuant to such agreement, the Company is obligated to pay the consultant for his services stock compensation of 250,000 shares of common stock immediately deliverable and an additional 250,000 shares of common stock deliverable after six months if the agreement is still in force. The 250,000 shares delivered in July were valued at $215,000. The agreement was terminated in December 2014 prior to the six month anniversary and, as a result, the Company is not obligated to deliver the remaining 250,000 shares of common stock.

 

On July 21, 2014, the Company issued a total of 1,700,000 shares of common stock to two consulting firms which held warrants issued on May 19, 2014 for services which were exercised at a $.01 strike price or a total of $17,000.

 

The Company issued 960,000 shares of common stock on August 25, 2014 pursuant to the conversion of 9,600 shares of Series C Preferred Stock.

 

On August 26, 2014, the Company issued an aggregate of 372,414 shares of restricted common stock to seven investors pursuant to the exercise of 100% of the warrants associated with Series E Preferred Stock.

 

On August 27, 2014, the Company issued 2,000,000 shares of restricted common stock with monthly vesting provisions to two members of its newly-formed Strategic Advisory Board for twelve months of service. The advisors can earn a pro rata portion of the shares, calculated based on the twelve-month vesting period, in the event the service agreements are terminated prior to the expiration date as described in the agreements. The Company recognized a total of $126,667 expense for the pro rata portion of shares earned by the two advisors during the year ended December 31, 2014.