Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Common Stock
Our Common Stock is traded on the Over the Counter Bulletin Board under the symbol CVAT. The following table sets forth the high and low price per share based on the closing price of our Common Stock for the periods indicated.
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HIGH
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LOW
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Fiscal 2009
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First Quarter – No trading
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$
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N/A
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NA
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Second Quarter
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0.57
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0.34
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Third Quarter
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0.40
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0.24
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Fourth Quarter
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0.33
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0.18
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We became a public company through a reverse merger process that was effected in October 2008. The first day of public trading of our stock was November 11, 2008. Since our fiscal year ends June 30, public trading of our stock began in the second quarter of fiscal 2009. As of August 12, 2009 there were 57 holders of record of our Common Stock. This does not reflect the number of persons or entities who hold stock in nominee or “street” name through various brokerage firms.
Dividend Policy
We have neither declared nor paid any dividends on our Common Stock in the preceding two fiscal years. We currently intend to retain future earnings to fund ongoing operations and finance the growth and development of our business and, therefore, do not anticipate declaring or paying cash dividends on our Common Stock for the foreseeable future. Any future decision to declare or pay dividends will be at the discretion of the Board of Directors and will be dependent upon our financial condition, results of operations, capital requirements, and such other factors as the Board of Directors deems relevant. In addition, certain of our debt facilities contain restrictions on the declaration and payment of dividends.
Our Series A Preferred Stock bears a 6% cumulative dividend per annum. Dividends may be paid in cash or in additional shares of Series A Preferred Stock, at the Company’s preference.
Securities Authorized for Issuance Under Equity Compensation Plans
While the Company has no formal stock option plan, it had assumed the outstanding options of its wholly owned subsidiary, Hydro-Dynamic Technology, Inc. Those options have been granted to employees, directors, consultants and independent contractors of the Company and its wholly owned subsidiary. The Company believes that such awards encourage employees to remain employed by the Company and also to attract persons of exceptional ability to become employees of the Company. The company has no ability at this time to grant any stock options pursuant to a stock option plan, as there is no plan in effect. The company may grant non-plan stock options but has not done so at this time nor does it have plans to do so.
Unregistered Sales of Equity Securities and Use of Proceeds
On October 3, 2008, the Company issued 210,000 units comprised of five shares of its Series A-1 Preferred Stock (total of 3,150,000 preferred shares) and one warrant to purchase one share of common stock at $0.37 per share for total proceeds of $525,000 which were placed in escrow. Upon the closing of escrow on October 3, 2008, $400,000 was used to purchase 50.5% of the outstanding shares of Bio (see Note 2 to the consolidated financial statements), and the remaining $125,000 was distributed to the Company. The shares of Company stock were sold in compliance with Section 4(2) of the Securities Act of 1933, as amended to 5 accredited, non-affliated investors who had a pre-existing relationship with the Company’s management. Those purchasers were Barnhart Holdings, Ltd., GDK Investments, Gregory Shukman, Tatiana Tessmer and Lyudmilla Yeschenko. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended.
The shares were not offered via general solicitation to the public but solely to a limited number of accredited investors who had a pre-existing relationship with the Company. No sales commissions or other remuneration was paid in connection with these sales.
On October 24, 2008, the Company effected a transaction with Bio Energy, Inc., a non-operating shell company (“Bio”) (the “Transaction”). Under the terms of the Transaction, Bio performed a 7.5-to-1 forward stock split of its outstanding shares of common stock. Bio issued 18,750,000 (post forward split) of its shares of common stock and assumed 410,000 warrants and 675,000 common stock options in exchange for 100% of the outstanding shares of the Company. Immediately after the Transaction, there were a total of 28,030,176 shares of common stock outstanding, consisting of 18,750,000 original post split shares and 9,280,176 newly issued shares. The warrants and options converted to warrants and options to purchase 740,430 shares of Bio Common Stock.
On October 24, 2008, the Company entered into a share exchange agreement with Bio in which Bio acquired all of the outstanding shares of the Company’s stockholders. Bio Energy, Inc. issued 18,750,000 shares of its common stock to the stockholders of Hydrodynamic Technology, Inc. in exchange for all the outstanding shares of Hydrodynamic Technology, Inc. Under the terms of the share exchange agreement, Bio performed a 7.5-to-1 forward stock split of its outstanding shares of common stock. The shares of Common Stock of Bio were issued on reliance on Section 4(2) of the Securities Act of 1933, as amended. All of the shares were issued with restrictive legend intact and none of the shares were issued as free trading shares. Moreover, at the time of this transaction, the Company was classified as a “shell issuer” and, as such, the shares issued to the holders of Hydrodynamic Technology, Inc. would not be publicly saleable, absent a registration statement covering those shares, until such time as Bio took the necessary steps to cease to become a “shell issuer” and otherwise comply with the requirements of Rule 144 of the Securities Act of 1933, as amended (“Rule 144”) to allow the holders of those restricted shares to avail themselves of disposition of the shares under Rule 144. The holders of Bio shares of Common Stock were knowledgeable and sophisticated with respect to the operations of Hydrodynamic Technology, Inc., its operations and its prospects.
This group of stockholders were actively involved with Hydrodynamic Technology’s business operations on a daily or weekly basis. They included founders, persons affiliated to the founders, and sophisticated service providers who had received common stock of Hydrodynamic Technology, Inc. at the inception of Hydrodynamic Technology, Inc. along with those stockholders referred to in the next paragraph.
On October 24, 2008, in connection with the reverse merger, all shares of Hydrodynamic Technology, Inc. Series A-1 Preferred Stock were converted to common shares of Bio. The shares of Common Stock of Bio which were issued in exchange for the shares of Series A-1, Inc. Preferred Stock were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to 5 accredited holders of Hydrodynamic Technology, Inc. Series A-1 Preferred Stock. The Company issued restricted shares in connection with this issuance. Moreover, at the time of this transaction, the Company was classified as a “shell issuer” and, as such, the shares issued to the holders of Hydrodynamic Technology, Inc. would not be publicly saleable, absent a registration statement covering those shares, until such time as Bio took the necessary steps to cease to become a “shell issuer” and otherwise comply with the requirements of Rule 144 of the Securities Act of 1933, as amended (“Rule 144”) to allow the holders of those restricted shares to avail themselves of disposition of the shares under Rule 144. This presentation retroactively includes the recapitalization for all periods presented. As a result of the merger with Bio, the Company no longer has any Series A-1 Preferred Stock authorized or issued. In connection with the Bio transaction, 410,000 warrants to purchase 410,000 shares of Common Stock of Hydro converted into 279,800 warrants to purchase 279,800 shares of Common Stock of Bio. The stockholders of Hydrodynamic Technology, Inc. referred to in the above paragraph were not the exact same purchasers as the purchasers referred to in this paragraph.
On March 17, 2009, the Company filed Amended and Restated Articles of Incorporation, which authorized the Company to issue up to 100,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock, of which 5,000,000 shares are designated as Series A Preferred Stock and 5,000,000 shares are designated Series B Preferred Stock, with the rights, preferences and privileges of the Series B Preferred Stock to be designated by the Board of Directors. Each share of Common Stock and Preferred Stock has a par value of $0.001.
Preferred Stock
On March 17, 2009 the Company issued 111,111 shares of Series A Convertible Preferred Stock to Barnhart Holdings, Ltd., a foreign non-affiliated investor at a purchase price of $0.90 per share for a total purchase price of $100,000. Each share of Series A Preferred Stock is convertible at the owner’s option into 1.125 shares of common stock. The preferred shares are convertible into shares of Common Stock of the Company at any time at the election of the holder but will automatically convert to Common Stock on March 17, 2012. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended.
The shares were not offered via general solicitation to the public but solely to Barnhart Holdings, Ltd. The Company issued restricted shares in connection with this issuance. No sales commissions or other remuneration was paid in connection with these sales.
Issuance of Common Stock
In fiscal 2009l, we received $300,000 in cash in exchange for 1,599,996 common shares as follows:
On April 22, 2009, the Company issued 499,998 shares of common stock at $0.20 per share and 200,000 warrants to purchase 200,000 shares of Common Stock at an exercise price of $0.50 per share for a total consideration of $100,000 to San Francisco Securities Inc, a non-affiliated accredited investor. The warrants vest immediately and have a contractual life of 3 years. The total value of the warrants issued amounted to $0. The value was determined using the Black-Scholes valuation model with input assumptions of (1) volatility of 64%, (2) expected life of 1.5 years, (3) risk free rate of 0.76%, and (4) expected dividends of zero. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended.
The shares were not offered via general solicitation to the public but solely to San Francisco Securities, Inc. The Company issued restricted shares in connection with this issuance. No sales commissions or other remuneration was paid in connection with these sales.
On June 4, 2009, the Company issued 499,998 shares of common stock to Boris Zheleznyak for a purchase price of $100,000 along with Warrants to purchase 499,998 shares of Common Stock at an exercise price of $0.20 per share. Boris Zheleznyak is not affiliated with the Company. The above referenced shares of Common Stock and warrants were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended.
The note and warrant was not offered via general solicitation to the public but solely to Boris Zheleznyak. No sales commissions or other remuneration was paid in connection with these sales.
On June 22, 2009, the Company issued 300,000 shares of Common Stock to San Francisco Securities, Inc. at a purchase price of $50,000 along with 300,000 warrants with an exercise price of $0.42 per share. San Francisco Securities, Inc, an accredited investor, is not affiliated with the Company. The above referenced shares of Common Stock and warrants were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended.
The shares of Common Stock and the warrant was not offered via general solicitation to the public but solely to San Francisco Securities, Inc. No sales commissions or other remuneration was paid in connection with these sales.
On June 30, 2009, the Company issued 300,000 shares of Common Stock to GDK Investments at a purchase price of $50,000 along with 300,000 warrants with an exercise price of $.42 per share. GDK Investments is not affiliated with the Company. The above referenced shares of Common Stock and warrants were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended.
The note and warrant was not offered via general solicitation to the public but solely to GDK Investments. No sales commissions or other remuneration was paid in connection with these sales.
The above 1,299,996 warrants vest immediately and have a contractual life ranging from 3 to 5 years.
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Convertible Notes Payable
On December 18, 2008 we issued a 4-year warrant to purchase 100,000 shares of Common Stock to Lyudmilla Yeschenko at an exercise price of $0.50 per share along with a $50,000 promissory note bearing interest at the rate of 12% per annum. Lyudmilla Yeschenko is not affiliated with the Company. The above referenced note and warrant was issued in reliance on Section 4(2) of the Securities Act of 1933, as amended.
The note and warrant was not offered via general solicitation to the public but solely to Ms. Yeschenko. No sales commissions or other remuneration was paid in connection with these sales.
On December 20, 2008, we issued a 4-year warrant to purchase 50,000 shares of Common Stock to Christopher Tucker, at an exercise price of $0.50 per share, along with a $25,000 promissory note bearing interest at the rate of 12% per annum. Mr. Tucker not affiliated with the Company. The above referenced note and warrant was issued in reliance on Section 4(2) of the Securities Act of 1933, as amended.
The note and warrant was not offered via general solicitation to the public but solely to Mr. Tucker. No sales commissions or other remuneration was paid in connection with these sales.
On December 20, 2008, we issued a 4-year warrant to purchase 100,000 shares of Common Stock to Jeffery Neustadt, at an exercise price of $0.50 per share, along with a $50,000 promissory note beating interest at the rate of 12% per annum. Mr. Neustadt is not affiliated with the Company. The above referenced note and warrant was issued in reliance on Section 4(2) of the Securities Act of 1933, as amended.
The note and warrant was not offered via general solicitation to the public but solely to Mr. Neustadt. No sales commissions or other remuneration was paid in connection with these sales.
On January 29, 2009 we issued a 4-year warrant to purchase 10,000 shares of Common Stock to Erena Karakis, at an exercise price of $0.50 per share, along with a promissory note in the amount of
$
5,000 bearing interest at the rate of 12% per annum. Ms. Karakis not affiliated with the Company. The above referenced note and warrant was issued in reliance on Section 4(2) of the Securities Act of 1933, as amended.
The note and warrant was not offered via general solicitation to the public but solely to Ms. Karakis. No sales commissions or other remuneration was paid in connection with these sales.
On February 11, 2009 we issued a 4-year warrant to purchase 333,333 shares of Common Stock to Barnhart Holdings, Ltd. at an exercise price of $0.50 per share, along with a $100,000 promissory note bearing interest at the rate of 12% per annum. Barnhart Holdings Ltd. is not affiliated with the Company. The above referenced note and warrant was issued in reliance on Section 4(2) of the Securities Act of 1933, as amended.
The note and warrant was not offered via general solicitation to the public but solely to Barhnart Holdings, Ltd. No sales commissions or other remuneration was paid in connection with these sales.
On February 18, 2009 we issued a 4-year warrant to purchase 10,000 shares of Common Stock to Mark Escalante at an exercise price of $0.50 per share, along with a $5,000 promissory note bearing interest at the rate of 12% per annum. Mr. Escalante is not affiliated with the Company. The above referenced note and warrant was issued in reliance on Section 4(2) of the Securities Act of 1933, as amended.
The note and warrant was not offered via general solicitation to the public but solely to Mr. Escalante. No sales commissions or other remuneration was paid in connection with these sales.
Common Stock Issued for Services
On September 22, 2008 we issued 150,000 shares of Common Stock to RL Hartshorn, the Company’s CFO, for services rendered. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances.
On December 3, 2008 we issued 120,000 shares of Common Stock to James Fuller for advisory board services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances.
On December 3, 2008 we issued 30,000 shares of Common Stock to Damon Germain for research and development and business development services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances.
On December 3, 2008 we issued 75,000 shares of Common Stock to Paul Knerr for research and development and business development services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances.
On December 3, 2008, we issued 75,000 shares of Common Stock to Maxim Promtov for research and development and engineering services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances.
On December 3, 2008, we issued 75,000 shares of Common Stock to Varvara Grichko for research and development and chemistry services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances.
On December 3, 2008, we issued 75,000 shares of Common Stock to Princeton Research for investor relations services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances.
On December 17, 2008, we issued 75,000 shares of Common Stock to Mi GMBH for strategic and business development services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances.
On December 17, 2008, we issued 75,000 shares of Common Stock to Todd Strickland for research and development and business development services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances.
On December 17, 2008 we issued 75,000 shares of Common Stock to Lina Minkovich for computer and IT services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances.
On December 17, 2008 we issued 75,000 shares of Common Stock to Lilia Dmitrieva for business development services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances.
On February 27, 2009, we issued 37,500 shares of Common Stock to Shannon Stokes as a performance bonus. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances.
On February 27, 2009, we issued 37,500 shares of Common Stock to Stacie Jovancevic for marketing services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances.
On February 27, 2009, we issued 37,500 shares of Common Stock to Dmitry Savelyev for business planning and website development services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances.
On February 27, 2009, we issued 30,000 shares of Common Stock to Coolgrip International for marketing services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances.
On February 27, 2009, we issued 75,000 shares of Common Stock to Mary Michelle Azzato for business development services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances.
On February 27, 2009, we issued 37,500 shares of Common Stock to Bella Karakis for legal services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances.
On February 27, 2009, we issued 37,500 shares of Common Stock to Alan Cohen for strategic advisory and marketing services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances.
On February 27, 2009, we issued 37,000 shares of Common Stock to the Adept Group for sales and marketing services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances.
On February 27, 2009, we issued 37,500 shares of Common Stock to Alex Sulla for business development services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances.
On February 27, 2009, we issued 30,000 shares of Common Stock to Aru Ana, Inc. for product development and marketing services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances.
On February 27, 2009, we issued 75,000 shares of Common Stock to Crown Equity Holdings for investor relations services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances.
On February 27, 2009, we issued 75,000 shares of Common Stock to Crown City Capital Management for investor relations services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances.
On February 27, 2009, we issued 5,565 shares of Common Stock to Tomer Tal for legal services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances.
On March 11, 2009, we issued 75,000 shares of Common Stock to Gautam Chakrabarti for technical advisory services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances.
On March 11, 2009, we issued 11,550 shares of Common Stock to Tomer Tal for legal services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances.
On March 22, 2009, we issued 150,000 shares of Common Stock to RL Hartshorn for CFO services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances. Feb 3, 2011.
On April 23, 2009, we issued 9,805 shares of Common Stock to Tomer Tal for legal services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances.
On May 28, 2009, we issued 12,500 shares of Common Stock to Bella Karakis for legal services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances.
On May 28, 2009, we issued 30,000 shares of Common Stock to Audit Prep Services for accounting services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances.
On May 28, 2009, we issued 8,923 shares of Common Stock to Tomer Tal for legal services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances.
On June 4, 2009, we issued 37,500 shares of Common Stock to Bernard Reich for grant writing and scientific services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances.
On June 30, 2009, we issued 37,500 shares of Common Stock to Stanley Loft for technical advisory services. The shares were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The shares were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. The Company issued restricted shares in connection with these issuances. No sales commissions or other remuneration was paid in connection with these issuances.
In summary, for fiscal 2009 we issued 1,983,909 shares of common stock valued at $639,673 to service providers.
In 2008, we issued 10,369,764 shares of common stock valued at $1,823,400 to service providers who supported largely our research and development activities
Stock Options
On October 7, 2008, we issued an option to purchase 102,36 shares of Common Stock at $0.67 per share and an option to purchase 71,655 shares of Common Stock at $0.33 per share to Varvara Grichko. The option expires on August 31, 2016. The options were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The options were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. No sales commissions or other remuneration was paid in connection with these issuances.
On October 21, 2010, we issued an option to purchase 71,655 shares of Common Stock at a purchase price of $0.67 per share to Barnhart Holdings, Ltd. The option expires on September 21, 2010. The options were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The options were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. No sales commissions or other remuneration was paid in connection with these issuances.
On October 27, 2008, we issued an option to purchase 105,000 shares of Common Stock at $0.67 per share to James Fuller. The option expires October 27, 2010. The options were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The options were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. No sales commissions or other remuneration was paid in connection with these issuances.
October 28, 2008, we issued an option to purchase 150,000 shares of Common Stock at $.67 per share to Princeton Research of Nevada, Inc. The option expires September 30, 2009. The options were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The options were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. No sales commissions or other remuneration was paid in connection with these issuances.
On January 19, 2009, we issued an option to purchase 150,000 shares of Common Stock at $0.67 per share and an option to purchase 105,000 shares of Common Stock at $0.33 per share to Gautam Chakrabarti. The option expires on August 31, 2016. The options were issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The options were not offered via general solicitation to the public but solely to the aforementioned purchaser or service provider. No sales commissions or other remuneration was paid in connection with these issuances.
Warrants
In summary, we issued 1,590,000 warrants to service providers in fiscal 2009 including 600,000 warrants granted to Bill Corbett on 5/27/09 at an exercise price of $0.58, and on the same date 900,000 granted to Jesup & Lamont Securities Corp. at an exercise price of $0.58. In addition, on June 30, 2009, 90,000 warrants were granted to Alla Korjak at an exercise price of $0.42/share. The total value of warrants issued for services amounted to $146,043. The value was determined using the Black-Scholes valuation model with input assumptions of (1) volatility of 64%, (2) expected life ranging from 3 to 5 years, (3) risk free rate ranging from 0.845% to 1.23%, and (4) expected dividends of zero.
All together in fiscal 2009, we issued warrants to purchase 4,123,263 shares of Common Stock with exercise prices ranging from $0.20 to $0.58 per share. The warrants vest immediately and have a contractual life ranging from 1.5 to 5 years. The total value of the warrants issued in conjunction with services provided and convertible debt amounted to $195,288. The value was determined using the Black-Scholes valuation model with input assumptions of (1) volatility of 64% - 148%, (2) expected life ranging from 1.5 to 5 years, (3) risk free rate ranging from 0.85% to 1.55%, and (4) expected dividends of zero.
