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Capital Stock Transactions
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9 Months Ended | |||
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Dec. 31, 2011
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| Capital Stock Transactions |
Preferred Stock
There are 100 shares of Series A Convertible Preferred Stock (“Series A”) authorized, issued and outstanding. The Series A has a par value of $0.0001 per share. The Series A holders are entitled to: (1) vote on an equal per share basis as common stock, (2) dividends paid to the common stock holders on an as if-converted basis and (3) a liquidation preference equal to the greater of $10 per share of Series A (subject to adjustment) or such amount that would have been paid to the common stock holders on an as if-converted basis.
Common Stock
On April 1, 2011, 347,244 shares of common stock of the Company were issued to two former employees of the Company, as compensation, at the closing market price on that date of $0.58 cents per share, resulting in a total value of $201. In addition, the employees each agreed to cancel options to purchase 173,622 shares of common stock in connection with their respective termination agreements which were valued at $132. The Company determined the fair value of the cancelled options using the Black-Scholes option pricing model and the following assumptions: expected life of 5.11 years, a risk free interest rate of 1.76%, a dividend yield of 0% and volatility of 75%. The net value of the termination was $69.
On April 6, 2011, the Company issued 150,000 shares of common stock of the Company to a vendor. The shares vest over a one year period. The shares were valued at the closing market price on that date of $0.55 cents per share. The overall value was determined to be $83, of which $66 was recorded through the period ended December 31, 2011.
In May 2011, 150,000 shares of common stock of the Company were issued to a vendor as a settlement, at the closing market price on that date of $0.40 cents per share, resulting in a total value of $60.
In December 2011, the Company issued 50,000 of common stock of the Company to Digital Turbine Group LLC for the purchase of its assets. The shares were valued at the closing market price on that date of $0.65 cents per share. The overall value was determined to be $31, and was recorded as an expense to research and development in product development costs as of December 31, 2011.
In December 2011, the Company issued an aggregate of 12,450,000 shares of common stock of the Company to 11 individuals. The shares issued vest over a two year period, based on three triggering events i) a financing of at least $5 million ii) if the Company's calculated total enterprise value exceeds $100 million, and iii) if the Company's calculated total enterprise value exceeds $200 million. On December 29, 2011 4,150,000 of the shares vested. The overall value was determined to be $2,532, and was recorded as an expense in the quarter ended December 31, 2011. The remaining 8,300,000 shares are not yet vested.
In December 2011, the Company issued 1,000,000 shares of common stock of the Company to a director. The shares vest over a period of one year. The shares were valued at the closing market price on that date of $0.62 cents per share. The overall value was determined to be $620, and $52 of expense was recorded through the period ended December 31, 2011.
In December 2011, the Company issued 1,000,000 shares of common stock of the Company to a director. The shares vest over a period of one year. The shares were valued at the closing market price on that date of $0.62 cents per share. The overall value was determined to be $620, and $52 of expense was recorded through the period ended December 31, 2011.
In December 2011, the Company issued 1,000,000 shares of common stock of the Company to a director. The shares vest over a period of one year. The shares were valued at the closing market price on that date of $0.61 cents per share. The overall value was determined to be $610, and $5 of expense was recorded through the period ended December 31, 2011.
In December 2011, the Company issued 3,600,000 shares of common stock of the Company to a director. The shares are vested, but are restricted for a one year period. The shares were valued at the closing market price on that date of $0.61 cents per share. The overall value was determined to be $2,196, and $2,196 of expense was recorded through the period ended December 31, 2011.
In December 2011, the Company issued an aggregate of 3,400,000 shares of common stock of the Company to a director of the Company. The shares issued vest over a two year period, based on three triggering events i) a financing of at least $5 million ii) if the Company's calculated total enterprise value exceeds $100 million, and iii) if the Company's calculated total enterprise value exceeds $200 million. On December 29, 2011 1,133,333 of the shares vested. The overall value was determined to be $692, and was recorded as an expense in the quarter ended December 31, 2011. The remaining 2,266,667 shares are not yet vested.
Warrants
On April 6, 2011, the Company issued warrants to purchase 75,000 shares of the Company’s common stock to a vendor, as compensation for services rendered, at $0.25 cents per share. The Company determined the fair value of the warrants issued to be a $28, using the Black-Scholes option pricing model and the following assumptions: expected life of 3.00 years, a risk free interest rate of 1.36%, a dividend yield of 0% and volatility of 75%. The warrants vest over a six month period and $34 of expense has been recorded through the period ended September 30, 2011.
In June 2011, the Company entered into a consulting agreement, pursuant to which, the Company issued warrants to purchase 150,000 shares of the Company’s common stock at an exercise price of $0.47 cents per share. At December 31, 2011 the Company determined the fair value of the warrants issued to be $92, using the Black-Scholes option pricing model and the following assumptions: expected life of 3.00 years, a risk free interest rate of 0.83%, a dividend yield of 0% and volatility of 175%. The warrants vest over a one year period and $53 of expense has been recorded through the period ended December 31, 2011.
In June 2011, the Company entered into a consulting agreement, pursuant to which, the Company issued warrants to purchase 150,000 shares of the Company’s common stock at an exercise price of $0.47 cents per share. At December 31, 2011 the Company determined the fair value of the warrants issued to be $92, using the Black-Scholes option pricing model and the following assumptions: expected life of 3.00 years, a risk free interest rate of 0.83%, a dividend yield of 0% and volatility of 175%. The warrants vest over a one year period and $48 of expense has been recorded through the period ended December 31, 2011.
On December 29, 2011, the Company issued a convertible promissory note for $7,000, pursuant to which the Company issued warrants to purchase 3,500,000 shares based on 25% coverage and a conversion rate of $0.50. The exercise price was $0.50 at the date of issuance with a five year life. At December 29, 2011, the Company determined the fair value of the warrants to be $2,177 using the Black-Scholes option pricing model and the following assumptions: expected life of 5 years, a risk free interest rate of 0.88%, a dividend yield of 0% and volatility of 175%. The fair value of the warrants was recorded as a debt discount and will be amortized over one year. |