x
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ANNUAL REPORT PURSUANT TO UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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MOJO Organics, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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26-0884348
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(State or other jurisdiction of
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(IRS Employer Identification No.)
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incorporation or organization)
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101 Hudson Street, 21
st
Floor
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Jersey City, New Jersey
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07302
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(Address of principal executive
offices)
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(Postal Code)
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Large Accelerated Filer
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o
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Accelerated Filer
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o
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Non-Accelerated Filer
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o
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Smaller reporting company
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x
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(Do not check if a smaller reporting company)
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Page
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3
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PART I
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Item 1.
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4
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Item 1A.
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6
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Item 1B.
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6
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Item 2.
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6
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Item 3.
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6
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Item 4.
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PART II
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Item 5.
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7
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Item 6.
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8
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Item 7.
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8
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Item 7A.
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10
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Item 8.
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10
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Item 9.
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11
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Item 9A.
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11
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Item 9B.
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11
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PART III
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Item 10.
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12
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Item 11.
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13
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Item 12.
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15
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Item 13.
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16
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Item 14.
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17
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PART IV
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Item 15.
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18
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21
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High
*
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Low
*
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|||||||
2013
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||||||||
Fourth Quarter
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$
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3.10
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$
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1.86
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||||
Third Quarter
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$
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5.20
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$
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1.40
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||||
Second Quarter
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$
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3.25
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$
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0.59
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||||
First Quarter
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$
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0.85
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$
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0.45
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||||
2012
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||||||||
Fourth Quarter
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$
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0.76
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$
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0.32
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||||
Third Quarter
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$
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0.80
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$
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0.20
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||||
Second Quarter
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$
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2.90
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$
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0.45
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||||
First Quarter
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$
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1.90
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$
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0.70
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·
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Critical Accounting Policies — Accounting policies that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts.
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·
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Results of Operations — Analysis of our financial results comparing the year ended December 31, 2013 to 2012. Liquidity and Capital Resources — Analysis of changes in our cash flows, and discussion of our financial condition and potential sources of liquidity.
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Name
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Age
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Title
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Date First Appointed
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|||
Glenn Simpson
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61
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Chief Executive Officer, Chairman and Director
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October 27, 2011
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Jeffrey A. Devlin
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67
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Director
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January 27, 2012
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Richard X. Seet
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47
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Director, Executive Vice President (October 1, 2012 – March 31, 2013)
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May 9, 2012
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Peter Spinner
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44
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Director
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March 17, 2014
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Summary Compensation Table
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||||||||||||||||||
Name and Principal Position
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Year
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Salary
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Stock Awards
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Option Awards
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Total
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|||||||||||||
(a)
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(b)
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($) (c)
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($) (e)
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($) (f)
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($) (j)
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|||||||||||||
Glenn Simpson
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2013
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$ | 222,000 | (1) | $ | 663,148 | (3) | $ | 48,301 | (5) | $ | 933,449 | ||||||
Chief Executive Officer and Chairman
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2012
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$ | 55,000 | (2) | $ | 641,999 | (4) | - | $ | 696,999 |
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(1)
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In lieu of a cash payment of $55,000 of salary earned during the first quarter of 2013, Mr. Simpson elected to receive shares of Series A Convertible Preferred Stock (“Preferred Stock”) at a price of $4.00 per share pursuant to the terms of an Amended and Restated Securities Purchase Agreement described in Note 8 to the Consolidated Financial Statements included in this Form 10-K. Each share of Preferred Stock was convertible into a number of shares of Common Stock determined by dividing $4.00 by the conversion price of $0.40. Mr. Simpson made such election on March 29, 2013. Mr. Simpson received 13,750 shares of Preferred Stock for this election, which were later converted into 137,500 shares of Common Stock.
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In a separate private placement commenced by the Company in May 2013, Mr. Simpson elected to convert $20,000 of unpaid salary into 50,000 shares of Common Stock, at a price of $0.40 per share on the same terms as the other investors in the offering.
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In addition to the aforementioned items, Mr. Simpson agreed to accept shares of Common Stock in lieu of a cash payment of his base salary equal to $88,000 in 2013. Accordingly, Mr. Simpson was issued 37,637 shares of Common Stock, which were issued based upon the last sales price of the Common Stock on the last trading day of the month for which base salary was owed.
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(2)
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In lieu of a cash payment of $55,000 of salary earned during 2012, Mr. Simpson elected to receive shares of Preferred Stock at a price of $4.00 per share pursuant to the terms of the Amended and Restated Securities Purchase Agreement described in Note 8 to the Consolidated Financial Statements included in this Form 10-K. Each share of Preferred Stock was convertible into a number of shares of Common Stock determined by dividing $4.00 by the conversion price of $0.40. Mr. Simpson made such election on March 29, 2013. Mr. Simpson received 13,750 shares of Preferred Stock for this election, which were later converted into 137,500 shares of Common Stock.
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(3)
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On December 4, 2013, pursuant to the Company’s 2012 Plan, the Company issued 308,441 shares of restricted Common Stock valued at the then fair market value of $2.15 per share. In accordance with the provisions of ASC Topic 718, compensation expense of $663,148 is recorded over the vesting period of the shares.
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(4)
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On May 21, 2012, the Company issued 2,365,815 shares of restricted Common Stock valued at the then fair market value of $1.40 per share. In accordance with the provisions of ASC Topic 718, compensation expense is recorded over the vesting period of the shares.
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(5)
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On July 1, 2013, the Company granted Mr. Simpson incentive stock options to purchase 100,000 shares of Common Stock pursuant to the 2012 Plan. The exercise price of the options is $2.07 per share. The options become exercisable July 1, 2014 and expire July 1, 2015.
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Option awards
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Stock awards
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||||||||||||||||
Name
(a)
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Number of securities underlying unexercised options (#) unexercisable
(c)
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Option exercise price
($)
(e)
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Option expiration date
(f)
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Number of shares or units of stock that have not vested (#)
(g)
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Market value of shares of units of stock that have not vested ($)
(h)
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||||||||||||
Glenn Simpson
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100,000 | (1) | $ | 2.07 |
July 1, 2015
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2,674,256 | (2) | $ | 6,685,640 |
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(1)
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The stock options become exercisable on July 1, 2014.
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(2)
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Of such shares that have not yet vested, 308,411 shares will vest on December 4, 2014. The balance of 2,365,815 shares will vest in three equal installments on January 2, 2015, January 2, 2016 and June 30, 2016.
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Name
(a)
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Stock awards (1)
($)
(c)
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Option awards (2)
($)
(d)
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Total
($)
(h)
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|||||||||
Jeffrey A. Devlin
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$ | 215,000 | $ | 5,314 | $ | 220,314 | ||||||
Richard X. Seet
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$ | 215,000 | $ | 23,668 | $ | 238,668 |
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(1)
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On December 4, 2013, the Company granted Mr. Devlin and Mr. Seet 100,000 shares each of restricted Common Stock pursuant to the 2012 Plan. The fair market value on the grant date was $2.15 per share. These shares vest on December 4, 2014.
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(2)
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On July 1, 2013, the Company granted Mr. Devlin and Mr. Seet stock options pursuant to the 2012 Plan in the amount of 11,000 and 49,000 shares, respectively. On the date of grant, the fair market value of the Common Stock of the Company was $1.80. The exercise price of the stock options was calculated at 115% of the fair market value, or $2.07 per share.
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·
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each person or entity known by us to be the beneficial owner of more than 5% of our Common Stock;
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·
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each director;
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·
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each named executive officer; and
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·
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all directors and executive officers as a group.
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Name Of Owner
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Number Of
Shares Owned
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Percentage Of
Common Stock (1)
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Glenn Simpson
Chief Executive Officer, Chairman and Director
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3,297,665
(2)
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21.4%
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Jeffrey A. Devlin
Director
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439,926
(3)
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2.9%
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Richard X. Seet
Director and Former Executive Vice President
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1,437,004
(4)
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9.3%
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Peter Spinner
Director
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2,456,257
(5)
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15.2%
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All Officers and Directors As a Group (4 persons)
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7,630,852
(6)
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47.2%
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(1)
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Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of Common Stock subject to options or warrants currently exercisable or convertible, or exercisable or convertible within
60 days of April 14, 2014
are deemed outstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other person.
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(2)
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Includes (i) 2,365,815 shares of restricted Common Stock, which shares vest in three equal installments on January 2, 2015, January 2, 2016 and June 30, 2016; (ii) 308,441 shares of restricted Common Stock which vest on December 4, 2014 and (iii) 200,000 shares of restricted Common Stock which vest on March 17, 2015. Does not include 100,000 shares of Common Stock underlying a stock option granted pursuant to the Company’s 2012 Plan, which option becomes exercisable in July 2014.
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(3)
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Includes (i) 264,925 shares of restricted Common Stock, which shares vest in three equal installments on January 2, 2015, January 2, 2016 and June 30, 2016; (ii) 100,000 shares of restricted Common Stock which vest on December 4, 2014 and (iii) 75,000 shares of restricted Common Stock which vest on March 17, 2015. Does not include 11,000 shares of Common Stock underlying a stock option granted pursuant to the 2012 Plan, which option becomes exercisable in July 2014.
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(4)
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Includes (i) 1,165,253 shares of restricted Common Stock, which shares vest upon achievement of performance goals; (ii) 100,000 shares of restricted Common Stock which vest on December 4, 2014 and (iii) 75,000 shares of restricted Common Stock which vest on March 17, 2015. Does not include 49,000 shares of Common Stock underlying a stock option granted pursuant to the 2012 Plan, which option becomes exercisable in July 2014.
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(5)
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Includes (i) 1,648,352 shares of Common Stock held by Wyatts, an entity of which Mr. Spinner is the general partner and portfolio manager; (ii) 75,000 shares of restricted Common Stock which vest on March 17, 2015 and (iii) 732,905 shares of Common Stock underlying currently exercisable warrants held by Wyatts.
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(6)
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Includes (i) 4,729,434 shares of restricted Common Stock, subject to the vesting conditions described above and (ii) 732,905 shares of Common Stock underlying warrants, as described above. Does not include stock options to purchase 160,000 shares of Common Stock, as described above.
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Fee Category
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2013
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2012
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||||||
Audit fees (1)
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$
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27,500
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$
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24,000
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||||
Audit-related fees (2)
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-
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-
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||||||
Tax fees (3)
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-
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-
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||||||
All other fees (4)
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-
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-
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||||||
Total fees
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$
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27,500
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$
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24,000
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(1)
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Audit fees consist of fees incurred for professional services rendered for the audit of consolidated financial statements, for reviews of our interim consolidated financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with statutory or regulatory filings or engagements. For 2013, all audit fees were billed by LVW. For 2012, audit fees represent fees billed from LVW and Friedman of $12,000 and $12,000, respectively.
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(2)
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Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our consolidated financial statements, but are not reported under “Audit fees.”
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(3)
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Tax fees consist of fees billed for professional services relating to tax compliance, tax planning, and tax advice.
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(4)
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All other fees consist of fees billed for all other services.
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Exhibit
No.
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SEC Report
Reference Number
|
Description
|
||
2.1
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2.1
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Agreement and Plan of Merger by and among Specialty Beverage and Supplement, Inc., SBSI Acquisition Corp. and MOJO Ventures, Inc. dated May 13, 2011 (1)
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2.2
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2.1
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Split-Off Agreement, dated as of October 27, 2011, by and among MOJO Ventures, Inc., SBSI Acquisition Corp., MOJO Organics, Inc., and the Buyers party thereto (2)
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||
3.1
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3.1
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Certificate of Incorporation of MOJO Shopping, Inc. (3)
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3.2
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3.1
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Amendment to Certificate of Incorporation of MOJO Ventures, Inc. (4)
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||
3.3
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3.1
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Certificate of Amendment to Certificate of Incorporation of MOJO Ventures, Inc. (5)
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||
3.4
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3.4
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Articles of Merger (1)
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3.5
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3.1
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Certificate of Amendment to Certificate of Incorporation of MOJO Organics, Inc. (9)
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||
3.6
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3.1
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Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (11)
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||
3.7
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3.1
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Amended and Restated Bylaws of MOJO Ventures, Inc. (6)
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||
3.8
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3.8
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Amendment No. 1 to Amended and Restated Bylaws of MOJO Organics, Inc. (13)
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||
10.1
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*
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|||
10.2
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10.6
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2012 Long-Term Incentive Equity Plan (13)
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10.3
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10.7
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Form of Stock Option Agreement under the 2012 Long-Term Incentive Equity Plan (13) †
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||
10.4
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10.8
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Form of Indemnification Agreement with officers and directors (13)
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10.5
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10.1
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Form of Promissory Note issued to OmniView Capital LLC and Paul Sweeney (11)
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10.6
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10.2
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Advisor Agreement with OmniView Capital LLC (11)
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10.7
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10.3
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Amended and Restated Securities Purchase Agreement (11)
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||
10.8
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10.4
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Registration Rights Agreement (11)
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||
10.9
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10.5
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Commitment letter executed by each of Glenn Simpson, Jeffrey Devlin and Richard Seet (11)
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||
10.10
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10.6
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Amendment to Richard X. Seet Restricted Stock Agreement (11)
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||
Exhibit
No.
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SEC Report
Reference Number
|
Description
|
||
10.11
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10.7
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Letter Agreement relating to nominee right of OmniView Capital LLC (11)
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||
10.12
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10.1
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Juice License Agreement between Chiquita Brands L.L.C. and MOJO Organics, Inc. dated as of August 15, 2012 (12)
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||
10.13
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10.17
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Form of Subscription Agreement for 2013 Offering (13)
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||
10.14
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10.18
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Employment Agreement dated March 1, 2013 between MOJO Organics, Inc. and Glenn Simpson (13) †
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||
10.15
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*
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|||
10.16
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*
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|||
10.17
|
*
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|||
10.18
|
*
|
|||
10.19
|
*
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|||
10.20
|
*
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|||
31.1/31.2
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*
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|||
32
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**
|
|||
101.INS
|
*
|
XBRL Instance Document
|
||
101.SCH
|
*
|
XBRL Taxonomy Extension Schema
|
||
101.CAL
|
*
|
XBRL Taxonomy Extension Calculation Linkbase
|
||
101.DEF
|
*
|
XBRL Taxonomy Extension Definition Linkbase
|
||
101.LAB
|
*
|
XBRL Taxonomy Extension Label Linkbase
|
||
101.PRE
|
*
|
XBRL Taxonomy Extension Presentation Linkbase
|
(1)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the Securities and Exchange Commission (the “SEC”) on May 18, 2011
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(2)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on November 2, 2011
|
(3)
|
Incorporated by reference to the Registrant's Registration Statement on Form SB-2 as an exhibit, numbered as indicated above, filed with the SEC on December 19, 2007
|
(4)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on May 4, 2011
|
(5)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on January 4, 2012
|
(6)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on October 31, 2011
|
(7)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on August 12, 2011
|
(8)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on June 8, 2011
|
|
(9)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on April 2, 2013
|
(10)
|
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q as an exhibit, numbered as indicated above, filed with the SEC on June 25, 2013
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(11)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on February 1, 2013
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(12)
|
Incorporated by reference to the Registrant’s Current Report on Form 8-K/A as an exhibit, numbered as indicated above, filed with the SEC on February 7, 2013
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(13)
|
Incorporated by reference to the Registrant’s Current Report on Form 10-K as an exhibit, numbered as indicated above, filed with the SEC on September 24, 2013
|
MOJO ORGANICS, INC.
|
||
Dated: April 16, 2014
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By:
|
/s/Glenn Simpson
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Glenn Simpson, Chief
Executive Officer and Chairman
(
Principal Executive and Principal Financial Officer)
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SIGNATURE
|
TITLE
|
DATE
|
||
/s/Glenn Simpson
|
Director, C
hief Executive Officer and Chairman
(Principal Executive and Principal Financial Officer)
|
April 16, 2014
|
||
Glenn Simpson
|
||||
/s/Marianne Vignone
|
Controller (Principal Accounting Officer)
|
April 16, 2014
|
||
Marianne Vignone | ||||
/s/Jeffrey A. Devlin
|
Director
|
April 16, 2014
|
||
Jeffrey A. Devlin
|
||||
/s/Richard X. Seet
|
Director
|
April 16, 2014
|
||
Richard X. Seet
|
||||
/s/ Peter Spinner
|
Director
|
April 16, 2014
|
||
Peter Spinner
|
Page
|
|
F-2
|
|
F-3
|
|
F-4
|
|
F-5
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2013 and 2012 |
F-6
|
F-7
|
By:
|
/s/ Liggett, Vogt & Webb, P.A.
|
|
New York, NY
|
||
April 15, 2014
|
2013
|
2012
|
|||||||
Revenues
|
$ | 159,144 | $ | - | ||||
Cost of Revenues
|
139,741 | - | ||||||
Gross Profit
|
19,403 | - | ||||||
Operating Expenses
|
||||||||
General and administrative
|
2,791,761 | 1,598,066 | ||||||
Total Operating Expenses
|
2,791,761 | 1,598,066 | ||||||
Loss from Operations
|
(2,772,358 | ) | (1,598,066 | ) | ||||
Other Expenses
|
||||||||
Interest expense
|
1,658 | 5,603 | ||||||
Loss on change in fair value of derivative liabilities
|
1,949 | - | ||||||
Total Other Expenses
|
3,607 | 5,603 | ||||||
Loss Before Provision for Income Taxes
|
(2,775,965 | ) | (1,603,669 | ) | ||||
Provision for Income Taxes
|
- | - | ||||||
Net Loss
|
$ | (2,775,965 | ) | $ | (1,603,669 | ) | ||
Preferred stock dividend
|
158,463 | - | ||||||
Net Loss available to common stockholders
|
$ | (2,934,428 | ) | $ | (1,603,669 | ) | ||
Net loss available to common stockholders, basic and fully diluted
|
$ | (0.28 | ) | $ | (0.25 | ) | ||
Basic and diluted weighted average number of common shares outstanding
|
10,485,770 | 6,543,566 |
Common Stock
|
Preferred Stock
|
|||||||||||||||||||||||||||||||||||
Additional
|
Additional
|
|||||||||||||||||||||||||||||||||||
Common Stock
|
Paid-In
|
Paid-In
|
Accumulated
|
Stockholders'
|
||||||||||||||||||||||||||||||||
Shares
|
Amount
|
Subscription
|
Capital
|
Shares
|
Amount
|
Capital
|
Deficit
|
Deficit
|
||||||||||||||||||||||||||||
Balance, December 31, 2011
|
3,862,035 | $ | 3,862 | $ | (1,143 | ) | $ | 8,573,375 | - | $ | - | $ | - | $ | (8,742,088 | ) | $ | (165,994 | ) | |||||||||||||||||
Issuance of restricted Common Stock:
|
||||||||||||||||||||||||||||||||||||
Directors and Employees
|
4,553,516 | 4,553 | - | 1,108,428 | - | - | - | - | 1,112,981 | |||||||||||||||||||||||||||
Advisory services
|
250,000 | 250 | - | 157,250 | - | - | - | - | 157,500 | |||||||||||||||||||||||||||
Reversal of common stock subscription agreement
|
(114,286 | ) | (114 | ) | 1,143 | (1,029 | ) | - | - | - | - | - | ||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | - | - | (1,603,669 | ) | (1,603,669 | ) | |||||||||||||||||||||||||
Balance, December 31, 2012
|
8,551,265 | $ | 8,551 | $ | - | $ | 9,838,024 | - | $ | - | $ | - | $ | (10,345,757 | ) | $ | (499,182 | ) | ||||||||||||||||||
Issuance of restricted Common Stock:
|
||||||||||||||||||||||||||||||||||||
Employees in lieu of salary
|
42,714 | 43 | - | 100,649 | - | - | - | - | 100,692 | |||||||||||||||||||||||||||
Directors and Employees, net of forfeitures
|
425,253 | 425 | - | 832,714 | - | - | - | - | 833,139 | |||||||||||||||||||||||||||
Advisors and Consultants
|
463,463 | 463 | - | 963,699 | - | - | - | - | 964,162 | |||||||||||||||||||||||||||
Private placement offering
|
1,171,705 | 1,172 | - | 467,510 | - | - | - | - | 468,682 | |||||||||||||||||||||||||||
Stock based compensation - stock options
|
- | - | - | 50,717 | - | - | - | - | 50,717 | |||||||||||||||||||||||||||
Issuance of Series A Preferred Stock
|
- | - | - | - | 197,709 | 198 | 790,636 | - | 790,834 | |||||||||||||||||||||||||||
Conversion of Series A Preferred Stock to Common Stock
|
1,977,085 | 1,977 | - | 790,806 | (197,709 | ) | (198 | ) | (790,636 | ) | - | 1,949 | ||||||||||||||||||||||||
Net loss
|
- | - | - | - | - | - | - | (2,775,965 | ) | (2,775,965 | ) | |||||||||||||||||||||||||
Balance, December 31, 2013
|
12,631,485 | $ | 12,631 | $ | - | $ | 13,044,119 | - | $ | - | $ | - | $ | (13,121,722 | ) | $ | (64,972 | ) |
·
|
Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical,, unrestricted assets or liabilities;
|
·
|
Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;
|
·
|
Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
|
Year ended December 31,
|
||||||||
2013
|
2012
|
|||||||
Tax benefit at federal statutory rate
|
34.0 | % | 34.0 | % | ||||
State tax expense, net of federal benefit
|
5.6 | 5.6 | ||||||
Change in valuation allowance
|
(39.6 | ) | (39.6 | ) | ||||
Effective tax rate
|
- | - |
Year ended December 31,
|
||||||||
2013
|
2012
|
|||||||
Income tax expense at statutory rate
|
$ | (1,099,282 | ) | $ | (635,053 | ) | ||
Valuation allowance
|
1,099,282 | 635,053 | ||||||
Income tax expense
|
$ | - | $ | - |
As of December 31,
|
||||||||
2013
|
2012
|
|||||||
Restricted Common Stock issued to directors and employees
|
$ | 329,923 | $ | 440,740 | ||||
Share-based compensation – stock options
|
20,084 | - | ||||||
Net operating loss carryover
|
1,384,328 | 194,313 | ||||||
Valuation allowance
|
(1,734,335 | ) | (635,053 | ) | ||||
Net deferred tax asset
|
$ | - | $ | - |
Number of Shares
|
Weighted Average
Grant Date Fair Value
|
|||||||
Unvested share balance, January 1, 2012
|
- | $ | - | |||||
Granted
|
4,553,516 | 1.35 | ||||||
Vested
|
(100,000 | ) | 1.30 | |||||
Forfeited
|
- | - | ||||||
Unvested share balance, December 31, 2012
|
4,453,516 | $ | 1.35 | |||||
Granted
|
608,441 | 2.15 | ||||||
Vested
|
(88,309 | ) | 1.40 | |||||
Forfeited
|
(183,240 | ) | 1.40 | |||||
Unvested share balance, December 31, 2013
|
4,790,408 | $ | 1.45 |
Number of
shares
|
Weighted-
average
exercise
price
|
Weighted-average
remaining
contractual term
(in years)
|
||||||||||
Outstanding at December 31, 2012
|
-
|
$
|
-
|
-
|
||||||||
Granted
|
210,000
|
$
|
2.07
|
-
|
||||||||
Forfeited
|
-
|
$
|
-
|
-
|
||||||||
Outstanding at December 31, 2013
|
210,000
|
$
|
2.07
|
0.75
|
||||||||
Exercisable at December 31, 2013
|
-
|
$
|
-
|
-
|
December 31,
|
||||||||
2013
|
2012
|
|||||||
Volatility
|
81
|
%
|
-
|
|||||
Expected term (years)
|
1
|
-
|
||||||
Risk-free interest rate
|
0.15
|
%
|
-
|
|||||
Dividend yield
|
0
|
%
|
-
|
2013
|
2012
|
|||||||
Exercise price lower than market price
|
- | - | ||||||
Exercise price equal to market price
|
- | - | ||||||
Exercise price exceeded market price | $ | 2.07 | - |
THE COMPANY:
|
MOJO ORGANICS, INC.
|
The foregoing subscription is accepted and the Company hereby agrees to be bound by its terms.
MOJO ORGANICS, INC.
By: _____________________________________
Name:
Title:
Date:
|
Warrant Shares: [ l ] | Initial Exercise Date: , 2014 |
|
(A) = the Volume-Weighted Average Price (“VWAP”) for the ten consecutive Trading Days immediately preceding the date of such election;
|
|
(B) = the Exercise Price of this Warrant, as adjusted; and
|
|
(X) = the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise.
|
MOJO ORGANICS, INC.
|
By:__________________________________________
Name: Glenn Simpson
Title: Chief Executive Officer
|
DATED:
, 2014
|
|
Witnessed by:
|
Signature of Stockholder(s):
|
Print Name of Witness
|
|
Print Name of Stockholder(s):
|
|
Warrant Shares: | Initial Exercise Date: , 2014 |
|
(A) = the Volume-Weighted Average Price (“
VWAP
”) for the ten consecutive Trading Days immediately preceding the date of such election;
|
|
(B) = the Exercise Price of this Warrant, as adjusted; and
|
|
(X) = the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise.
|
MOJO ORGANICS, INC.
|
By:__________________________________________
Name: Glenn Simpson
Title: Chief Executive Officer
|
The foregoing subscription is accepted and the Company hereby agrees to be bound by its terms.
MOJO ORGANICS, INC.
By: _____________________________________
Name:
Title:
Date:
|
DATED:
, 2014
|
Witnessed by:
|
Signature of Stockholder(s):
|
|
|
|
|
Print Name of Witness
|
|
Print Name of Stockholders:
|
|
|
|
|
/s/ Glenn Simpson
|
||
Name:
|
Glenn Simpson
|
|
Title:
|
Chief Executive Officer (Principal Executive Officer and
Principal Financial Officer)
|
/s/ Glenn Simpson
|
||
Name:
|
Glenn Simpson
|
|
Title:
|
Chief Executive Officer (Principal Executive Officer and
Principal Financial Officer)
|