Annual report pursuant to Section 13 and 15(d)

Equity

v2.4.1.9
Equity
 12 Months Ended
Dec. 31, 2014
Equity [Abstract]  
Equity

Note 12 - Equity

 

    The holders of common shares are entitled to one vote per share at meetings of the Company. Holders of Series A convertible preferred shares are entitled to five votes per share at meetings of the Company.
     
    At December 31, 2013, the Company had an undeclared dividend due to Series A Convertible Preferred shareholders in the amount of $15,793. The dividend was declared by the Board on May 12, 2014 and paid to shareholders on June 25, 2014.
     
    On June 12, 2013 the Company, in a private placement to ChubeWorkx, issued 512,820 common shares for $1,600,000.
     
    On August 8, 2013, the Company filed a registration statement with the Securities and Exchange Commission seeking authority to begin trading the Company’s common shares on the NASDAQ stock exchange.
     
    On November 6, 2013, the Company approved a 156-to-1 reverse stock split of the Company’s common shares to raise the price per share to $10.11 as calculated using the November 6, 2013 closing AIM London Stock Exchange (“LSE”) market price of £0.0405 or $0.0648 per share to facilitate the NASDAQ initial public offering. All shares and per share amounts in the consolidated financial statements have been adjusted to give retroactive effect to the 156-1 reverse stock split.

 

    On November 15, 2013, Thomas Knox executed the conversion of 10,000,000 shares of Series A convertible preferred stock to 320,512 shares of common stock (50,000,000 pre-split shares) and entered into a promissory note of $500,000 as a basis to provide the required onetime payment due upon conversion as set forth in the subscription agreement dated September 14, 2012.
     
    On December 3, 2013, the note receivable received for the conversion of the Series A convertible preferred stock was cancelled in exchange of 58,515 shares of common stock at the AIM:LSE market closing price of £5.2250 using the exchange rate of $1.6355 or $8.5455 per share. The Company has recorded the receipt of the 58,515 shares as a reduction of the issued and outstanding common stock, as the shares were retired upon receipt.
     
    On December 23 2013, the Company issued 114,072 common shares in a private placement offering. The transaction was recorded at the value of the net proceeds. The proceeds were recorded in Other Receivables at December 31, 2013. The cash proceeds from the sale were received on January 2, 2014. The expenses related to this private placement are detailed below:

   

    $     $  
Gross Proceeds:             800,732  
Broker Commission     40,037          
Legal Fees     15,671          
Total Expenses             55,708  
Net Proceeds:             745,024  

 

    On January 23, 2014, the Company issued 2,727,000 common shares in an initial public offering on the NASDAQ stock exchange. The transaction was recorded at the value of the net proceeds. The expenses related to this public offering are as follows:

 

    $     $  
Gross Proceeds:             14,998,500  
Underwriter/Aegis Expenses                
Underwriter Commission     1,049,895          
Underwriter Expenses     149,985          
Aegis Legal Fees     80,000          
Aegis Registration Expenses     7,500          
Aegis Miscellaneous Expenses     36,675          
Aegis Road Show Expenses     20,000          
Total             1,344,055  
Akers Biosciences Expenses                
Legal & Accounting Expenses     393,298          
Printing & Document Prep     62,101          
Registration Expenses     55,946          
Road Show Expenses     41,764          
Total             553,109  
Net Proceeds:             13,101,336  

 

    On August 15, 2014, the Company issued 60,000 common shares in exchange for legal services rendered. The fair value of these shares was $196,800 which was reported as Administrative Expenses on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2014.

 

    As of December 31, 2014 and 2013 the Company has reserved shares of its common stock as follows:

 

    2014     2013  
Reserves for:                
Outstanding Warrants     1,989       1,989  
2013 Stock Incentive Plan     175,000       -  
Total Reserves     176,989       1,989  

 

    The following is a reconcilement of the movement of shares of Series A Convertible Preferred stock (preferred stock) and common stock:

 

      Authorized     Issued  
      Preferred     Common     Preferred     Common  
      Stock     Stock     Stock     Stock  
Balance at December 31, 2012       50,000,000       500,000,000       10,000,000       1,278,948  
                                   
Preferred Shares Converted:                                  
November 15, 2013       -       -       (10,000,000 )     320,512  
Shares Cancelled:                                  
December 3, 2013       -       -       -       (58,515 )
Shares Issued:                                  
June 12, 2013       -       -       -       512,820  
December 23, 2013       -       -       -       114,072  
Balance at December 31, 2013       50,000,000       500,000,000       -       2,167,837  
                                   
Shares Issued:                                  
January 23, 2014       -       -       -       2,727,000  
August 15, 2014       -       -       -       60,000  
Balance at December 31, 2014       50,000,000       500,000,000       -       4,954,837