Quarterly report pursuant to Section 13 or 15(d)

Stockholders' Equity

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Stockholders' Equity
9 Months Ended
Sep. 30, 2017
Stockholders' Equity Note Disclosure [Text Block]
Note 6. Stockholders’ Equity
 
Common Stock Private Placement
 
In July 2017, the board of directors approved the issuance of up to $2.5 million of AMMA stock in one or more private placements. In July 2017, Board members and an employee executed subscription agreements for 513,761 units at a purchase price of $1.09 per unit. In August 2017, the Company determined that the amount raised through such sales was insufficient to meet its current needs, and accordingly solicited subscription agreements from third parties for 965,000 units at $1.00 per unit. Each unit sold in these placements consists of one restricted share of AMMA common stock and a warrant to acquire one share of common stock at an exercise price of $1.50 per share. The Company issued all 1,478,761 shares of common stock sold in these placements on August 29, 2017. 
 
Stock Option Plan
 
Common Stock Grant
 
In February 2017, the Company entered a consulting arrangement with DC Consulting for management consulting services with a term of one year and included the grant of 150,000 shares subject to board of director approval. In July 2017, the Company issued the 150,000 restricted shares to DC Consulting under the arrangement and recognized stock based compensation of approximately $148,000, the fair value of the shares on the date of issuance, in relation to the common stock grant.
 
Option Grants  
 
On December 19, 2016, the Board of Directors of the Company awarded stock option grants under the 2016 Equity Incentive Plan to four employees to acquire an aggregate of 200,000 shares of the Company’s common stock. The stock options have a term of 10 years and an exercise price of $3.56 per share, vest annually over three years in three equal tranches and have a grant date fair value of $497,840. The Company determined the fair value of the stock options using the Black-Scholes model. Each award was accepted by the recipient during the first quarter 2017 at which point the Company began to recognize stock-based compensation expense.
 
On February 1, 2017, the Company entered into an employment agreement with James Byrne as the Company’s Chief Marketing Officer. In connection with Mr. Byrne’s employment he was awarded a stock option grant to acquire 100,000 shares of the Company’s common stock. The stock option has a term of 5 years, an exercise price of $3.55, and a grant date fair value of $247,882, and was fully-vested upon grant. The Company determined the fair value of the stock option using the Black-Scholes model.
 
On May 15, 2017, the Company entered into an employment agreement with Ira Rainess as the Company’s EVP of Business Affairs. In connection with Mr. Rainess’ employment, in September 2017, he was awarded a stock option grant to acquire 100,000 shares of the Company’s common stock. The stock option has a term of 3 years, an exercise price of $1.30, and a grant date fair value of $53,306, and vests one half of the shares on the one year anniversary of the grant date of one half on the one year anniversary thereafter. The Company determined the fair value of the stock option using the Black-Scholes model.
 
Warrant Grants
 
On January 4, 2017, in connection with the acquisition of SuckerPunch, the Company entered an employment agreement with Bryan Hamper as Managing Director. Mr. Hamper was awarded a warrant to acquire 93,583 shares of the Company’s common stock. The warrant has a term of 10 years, an exercise price of $3.74, and a grant date fair value of $181,920, and was fully-vested upon grant and is included as a component of the SuckerPunch purchase price. The Company determined the fair value of the warrant using the Black-Scholes model.
 
On March 10, 2017, the Company entered into a service agreement with World Wide Holdings and issued a warrant to acquire 250,000 shares of the Company’s common stock. The warrant has an exercise price of $4.50, term of three years and vest in equal one third increments on April 1, July 1 and October 1, 2017. The Company has recognized stock-based compensation expense of $169,401 during the three months ended June 30, 2017 as the vendor is not required to perform future services to earn the warrant and the vesting provisions are only time based.
 
The number of shares of the Company’s common stock that are issuable pursuant to warrant and stock option grants with time based vesting as of September 30, 2017 are:
 
 
 
Warrant Grants
 
Stock Option Grants
 
 
 
 
 
 
 
 
 
Weighted-Average
 
 
 
Number of Shares
 
Weighted-Average 
 
Number of Shares Subject
 
Exercise Price
 
 
 
Subject to Warrants
 
Exercise Price Per Share
 
to Options
 
Per Share
 
Balance at December 31, 2016
 
 
222,230
 
$
7.43
 
 
200,000
 
$
4.50
 
Granted
 
 
1,822,344
 
 
2.03
 
 
400,000
 
 
2.99
 
Exercised
 
 
—
 
 
—
 
 
—
 
 
—
 
Forfeited
 
 
—
 
 
—
 
 
—
 
 
—
 
Balance at September 30, 2017
 
 
2,044,574
 
$
2.61
 
 
600,000
 
$
3.50
 
Exercisable at September 30, 2017
 
 
482,480
 
 
5.70
 
 
166,666
 
 
3.93
 
 
As of September 30, 2017 and 2016, the total unrecognized expense for unvested stock options, net of expected forfeitures, was approximately $642,694 and $0, respectively, which is expected to be amortized on a weighted-average basis over a period of three years.
 
Stock-based compensation expense for the three and nine months ended September 30, 2017 and 2016 is as follows:
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
 
September 30, 2017
 
September 30, 2016
 
September 30, 2017
 
September 30, 2016
 
General and administrative expense
 
$
227,010
 
$
—
 
$
787,988
 
$
—
 
 
Stock-based compensation expense categorized by the equity components for the three and nine months ended September 30, 2017 and 2016 is as follows:
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
 
September 30, 2017
 
September 30, 2016
 
September 30, 2017
 
September 30, 2016
 
Employee stock options
 
$
78,510
 
$
—
 
$
470,087
 
$
—
 
Warrants
 
 
—
 
 
—
 
 
169,401
 
 
—
 
Common stock
 
 
148,500
 
 
—
 
 
148,500
 
 
—
 
 
 
$
227,010
 
$
—
 
$
787,988
 
$
—