Annual report pursuant to Section 13 and 15(d)

Note 5 - Stockholders' Deficit

v3.10.0.1
Note 5 - Stockholders' Deficit
12 Months Ended
Jun. 30, 2017
Notes to Financial Statements  
Stockholders' Equity Note Disclosure [Text Block]
NOTE
5
-
STOCKHOLDERS’ DEFICIT
 
Common stock
 
During the year ended
June 30, 2017,
the Company completed the following common share transactions:
 
 
(i)
On
July 27, 2016,
the Company raised
$226,355
for the issuance of
1,968,304
units. Each unit consisted of
one
common share at
$0.115
per share and
one
quarter share purchase warrant at
$0.001
per warrant to purchase
492,076
common shares on or before
April 30, 2017
at an exercise price of
$0.30
per warrant.
 
 
(ii)
On
August 22, 2016,
the Company raised
$94,000
for the issuance of
817,391
units. Each unit consisted of
one
common share at
$0.115
per share and
one
quarter share purchase warrant at
$0.001
per warrant to purchase
204,348
common shares on or before
May 31, 2017
at an exercise price of
$0.30
per warrant.
 
 
(iii)
During
December 2016,
the Company completed private placements amounting to
$210,000
for the issuance of
3,000,000
units. Each unit consisted of
one
common share at
$0.07
per share and
one
quarter share purchase warrant at
$0.001
per warrant to purchase
750,000
common shares on or before
October 1, 2017
at an exercise price of
$0.20
per warrant.
 
 
(iv)
During
January 2017,
the Company completed a private placement amounting to
$23,800
for the issuance of
340,000
units. Each unit consisted of
one
common share at
$0.07
per share and
one
quarter share purchase warrant at
$0.001
per warrant to purchase
85,000
common shares on or before
October 1, 2017
at an exercise price of
$0.20
per warrant.
 
 
(v)
On
January 6, 2017,
337,500
common shares were issued pursuant to employment agreements. The Company recognized stock-based compensation of
$147,503
being the grant date fair value.
 
 
(vi)
On
March 8, 2017,
1,666,667
common shares were issued as retainer fees pursuant to a consulting agreement. The shares were measured at the grant date fair value of
$200,000
and recognized within selling, general and administrative expense.
 
 
(vii)
On
April 6, 2017,
500,000
common shares were issued pursuant to a consulting agreement. The shares were measured at the grant date fair value of
$25,000
and recognized within selling, general and administrative expense.
 
During the year ended
June 30, 2017,
the Company issued shares of common stock pursuant to debt agreements:
 
 
(i)
On
September 21, 2016,
the Company issued
1,035,864
shares to settle the remaining balance of
$69,649,
the
first
convertible debt note with JMJ Financial (note
11
).
 
 
(ii)
On
October 24, 2016,
the Company issued
75,000
shares pursuant to a debt agreement, measured at a fair value of the Company’s common shares on that date of
$10,500,
recorded as interest expense (note
12
).
 
 
(iii)
On
January 6, 2017,
the Company issued
100,000
shares pursuant to a debt agreement, measured at a fair value of the Company’s common shares on that date of
$14,000,
recorded as interest expense (note
12
).
 
 
(iv)
On
January 6, 2017,
the Company issued
725,000
common shares to extend the maturity date of loans held. The modifications were treated as debt extinguishments with the agreement date fair value of the shares of
$82,000
recognized as a loss on debt extinguishment.
 
 
(v)
On
March 1, 2017,
5,250,000
common shares that were previously issued to settle convertible debt with JMJ Financial were rescinded.
 
Due to the nature of the rescission rights attached to the issued common shares, the Company previously measured the settled debt within liabilities. On
May 5, 2017,
the rescission rights attached to the debt were ratified, and the related debt has been accounted for as an extinguishment.
 
During the year ended
June 30, 2017,
12,186,402
shares were issued to settle debt with JMJ Financial totalling
$380,481
(note
11
).
 
During the year ended
June 30, 2017,
9,926,612
shares were issued pursuant to cashless exercise of warrants held by JMJ Financial with a fair value of
$188,616
(note
11
).
 
 
(vi)
On
April 7, 2017,
the Company issued
950,000
common shares pursuant to a debt agreement with a carrying value of
$49,400.
The shares were measured at a fair value on the issuance date of
$57,000,
with
$7,600
recognized as a loss on extinguishment.
 
 
(vii)
On
June 14, 2017,
the Company issued
200,000
common shares pursuant to inducement penalty on convertible debt held. The common shares were measured at a fair value of
$8,000
on the date the shares became issuable and recorded as interest expense.
 
 
(viii)
During the year ended
June 30, 2017,
the Company issued
4,288,053
common shares in
eight
tranches to settle convertible debt totalling
$116,160.
 
 
(ix)
During the year ended
June 30, 2017,
the Company issued
19,210,686
common shares in
eight
tranches to settle convertible debt totalling
$325,000.
 
 
(
x
)
During the year ended
June 30, 2017,
the Company issued
16,626,993
common shares in
six
tranches to settle convertible debt totalling
$314,250.
 
During the year ended
June 30, 2016,
the Company completed the following common share transactions:
 
 
(i)
Completed a private placement amounting to
$28,000
for the issuance of
56,000
shares of common stock at
$0.50
per share.
 
 
(ii)
During the fiscal year ended
June 30, 2016,
the Company issued
337,500
shares of common stock pursuant to agreements with employees. The shares issued were measured at a weighted average fair value of
$0.38
per share.
 
During the year ended
June 30, 2016,
the Company issued shares of common stock to settle the following debt:
 
 
(i)
Pursuant to a promissory note agreement, the Company issued
13,000
shares of common stock measured at a fair value of
$0.48
per share resulting in a total value of
$6,220
which was recorded in common stock and paid in capital in excess of par.
 
 
(ii)
The Company issued
15,463,881
shares of common stock to settle
$2,059,738
of convertible debentures and derivative liabilities (note
11
).
 
 
Preferred stock
 
As of
June 30, 2017,
and
2016
there are
no
outstanding preferred shares.
 
Stock options
and restricted shares
 
The Company is reviewing several alternatives to replace its
2001,
2003,
and
2009
Stock Option Plans with a new omnibus stock option plan (the “New Plan”).   In certain cases, the Company has made contractual commitments to provide shares or stock option grants in anticipation of putting in place the New Plan.  The Company intends on obtaining the necessary approvals based on the attributes of the plan, and anticipates that this New Plan will be implemented prior to
June 30, 2019.
 
In
January 2001,
the Company adopted the Integral Technologies, Inc.
2001
Stock Plan (the
"2001
Plan"), a non-qualified stock option plan under which the Company
may
issue up to
2,500,000
stock options and bonuses of common stock of the Company to provide incentives to officers, directors, key employees and other persons who contribute to the success of the Company. This plan was amended during
December 2001
to increase the number of common stock options that
may
be granted from
2,500,000
to
3,500,000
stock options. As of
June 30, 2017,
there were
nil
(
June 30, 2016 -
nil
) common stock options available under this plan.
 
In
April 2003,
the Company adopted the Integral Technologies, Inc.
2003
Stock Plan (the
"2003
Plan"), a non-qualified stock option plan under which the Company
may
issue up to
1,500,000
stock options. As of
June 30, 2017,
there were
nil
(
June 30, 2016 -
nil
) common stock options available under this plan.
 
During the fiscal year ended
June 30, 2010,
the Company adopted the Integral Technologies, Inc.
2009
Stock Plan (the
"2009
Plan"), a non-qualified stock option plan under which the Company
may
issue up to
4,000,000
common stock options. As of
June 30, 2017,
there were
nil
(
June 30, 2016 -
nil
) common stock options available under this plan.
 
Stock option activity
 
The following summarizes information about the Company’s options outstanding:
 
   
Number of
Options
   
Price Per
Option
   
Weighted
Average
Exercise
Price
 
Outstanding, June 30, 2015
   
3,500,000
   
$ 0.25
to
$ 0.85
    $
0.34
 
Cancelled
   
-
     
 
-
 
     
-
 
Expired
   
(2,350,000
)  
$ 0.25
to
$ 0.85
    $
0.32
 
Outstanding, June 30, 2016
   
1,150,000
   
$ 0.25
to
 
    $
0.37
 
Cancelled
   
(150,000
)    
 
$0.50
 
     
-
 
Expired
   
(850,000
)  
$ 0.31
to
$ 0.85
    $
0.37
 
                             
Outstanding and exercisable, June 30, 2017
   
150,000
     
 
$0.25
 
    $
0.25
 
 
The weighted average remaining contractual lives for options outstanding and exercisable at
June 30, 2017
are
3.54
(
June 30, 2016 -
1.13
and
0.93
years), respectively.
 
The following summarizes the options outstanding and exercisable:
 
           
Number of Options
 
Expiry Date
 
Exercise Price
   
June 30, 2017
   
June 30, 2016
 
December 1, 2016
   
$0.85
     
-
     
100,000
 
December 1, 2016
   
$0.50
     
-
     
75,000
 
February 19, 2017
   
$0.31
     
-
     
750,000
 
June 1, 2017
   
$0.50
     
-
     
75,000
 
January 13, 2019
   
$0.25
     
50,000
     
50,000
 
January 13, 2020
   
$0.25
     
50,000
     
50,000
 
January 13, 2021
   
$0.25
     
50,000
     
50,000
 
Total outstanding
     
150,000
     
1,150,000
 
Total exercisable
     
150,000
     
1,100,000
 
 
The aggregate intrinsic value of options outstanding and exercisable as of
June 30, 2017
was
$nil
(
June 30, 2016 -
$nil
), respectively. The aggregate intrinsic values exclude options having a negative aggregate intrinsic value due to awards with exercise prices greater than market value. The intrinsic value is the difference between the market value of the shares and the exercise price of the award.
 
During the year ended
June 30, 2014,
the Company entered into employment agreements, whereby the employees would be granted restricted shares. The holder of a restricted share award is generally entitled at all times on and after the date of the agreement to exercise the rights of a shareholder of the Company, including the right to vote and the right to receive dividends on the shares. These shareholders do
not
have the ability to sell, transfer or otherwise encumber the restricted shares awards until they fully vest. The restricted shares granted vest over
three
or
four
-year periods and the grant date fair value of the awards is recognized as expense over the vesting period. During the year ended
June 30, 2017,
total compensation expense of
$196,576
(
June 30, 2016 -
$179,584
) was recognized as stock-based compensation and included in selling, general and administration expense.
 
During the year ended
June 30, 2017,
the Company issued
377,500
shares (
2016
-
377,500
) and is obligated to issue an additional
600,000
shares (subsequently issued) pursuant to the employment agreements.
 
As of
June 30, 2017,
there are
no
restricted shares that have
not
vested.
 
Stock purchase warrants
 
The following summarizes information about the Company’s stock purchase warrants outstanding:
 
   
Number of
Warrants
   
Price Per Share
   
Weighted Average
Exercise Price
 
                             
Balance, June 30, 2016
   
12,506,309
   
 
$0.08
-
$0.50
    $
0.32
 
Issued
   
1,531,424
   
 
$0.20
-
$0.30
    $
0.25
 
Expired
   
(8,743,268
)  
 
$0.30
-
$0.50
    $
0.36
 
Exercised
   
(1,250,000
)    
 
$0.02
 
    $
0.02
 
                             
Balance, June 30, 2017
   
4,044,465
   
 
$0.08
-
$0.50
    $
0.28
 
 
   
 
 
 
 
Number of Warrants
 
Expiry Date
 
Exercise Price
   
June 30, 2017
   
June 30, 2016
 
                         
May 5, 2020
   
$0.08
     
-
     
1,250,000
 
November 25, 2016*
   
$0.30
     
-
     
8,501,786
 
November 25, 2016
   
$0.50
     
-
     
2,754,523
 
October 1, 2017*
   
$0.30
     
3,209,465
     
-
 
October 1, 2017
   
$0.20
     
835,000
     
-
 
Total outstanding and exercisable
     
4,044,465
     
12,506,309
 
 
* During the year ended
June 30, 2017,
3,209,465
warrants expiring
November 25, 2016
were extended to
October 1, 2017.
 
Share obligations
 
 
(a)
Pursuant to a separation agreement with the previous CFO, the Company will issue
36,000
shares of common stock with a fair value of
$3,600
and settle all unpaid fees from
July 1, 2016
to
February 10, 2017 (
effective date of resignation).
 
Pursuant to the separation agreement, obligations to issue shares of
$87,660,
representing
204,000
common shares, were written off and recognized within gain on extinguishment of debt. During the year ended
June 30, 2017,
$4,320
(
2016
-
$26,460
) was recorded as an obligation to issue shares.
 
 
(b)
Pursuant to director’s agreements, the Company is obligated to issue
65,000
shares of common stock. As at
March 31, 2017,
these shares have
not
been issued and as such, the grant date fair value of
$37,650
has been recognized in obligation to issue shares within equity.