Quarterly report pursuant to Section 13 or 15(d)

Equity

v3.19.1
Equity
3 Months Ended
Mar. 31, 2019
Equity [Abstract]  
Equity

10. EQUITY

 

The Company had 45,000,000 shares of its $0.0001 par value common stock authorized at both March 31, 2019 and December 31, 2018. The Company had 3,731,786 and 3,715,444 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively.

 

The Company has 5,000,000 shares of its no par value preferred stock authorized at both March 31, 2019 and December 31, 2018. Beginning in December 2016, the Company conducted a rights offering of units, each unit consisting of one share of 9% Redeemable Series 1 Preferred Stock (“Series 1 Preferred”) and one Series 1 Warrant (“Series 1 Warrant”) to purchase 10 shares of common stock. Holders of the Series 1 Preferred are entitled to receive cumulative dividends out of legally available funds at the rate of 9% of the purchase price per year for a term of seven years, payable quarterly on the last day of March, June, September and December in each year in cash or registered common stock. Shares of common stock issued as dividends will be issued at a 10% discount to the five-day volume weighted average price per share of common stock prior to the date of issuance. Dividends will be paid prior to any dividend to the holders of common stock. The Series 1 Preferred is non-voting and has a liquidation preference of $13.50 per share, equal to its purchase price. The Company is required to redeem the outstanding Series 1 Preferred at the expiration of the seven-year term. The redemption price for any shares of Series 1 Preferred will be an amount equal to the $13.50 purchase price per share plus any accrued but unpaid dividends to the date fixed for redemption.

 

As of March 31, 2019 and December 31, 2018, 62,876 shares of preferred stock were issued pursuant to the Preferred Stock Units rights offering.

 

Restricted Stock Grants, Options and Warrants

 

The Company’s shareholders have approved the Chanticleer Holdings, Inc. 2014 Stock Incentive Plan (the “2014 Plan”), authorizing the issuance of options, stock appreciation rights, restricted stock awards and units, performance shares and units, phantom stock and other stock-based and dividend equivalent awards. Pursuant to the approved 2014 Plan, 400,000 shares have been approved for grant.

 

As of March 31, 2019, the Company had 109,536 restricted and unrestricted stock outstanding on a cumulative basis under the plan pursuant to compensatory arrangements with employees, board members and outside consultants. Approximately 175,899 shares remained available for grant in the future. The Company issued 15,000 restricted stock units to an employee in 2016 and 30,000 restricted stock units to an employee in 2018. The fair value of the restricted stock was determined using the quoted market value of the Company’s common stock on the date of grant. As of March 31, 2019, total unrecognized stock-based compensation expense related to non-vested restricted stock units was approximately $34,000. That cost is expected to be recognized over a period of 1.75 years. The restricted stock units vest over the terms specified in each employees’ agreement. The Company issued 32,800 of stock options to employees in 2019. The stock options were valued on the date of grant using the Black-Scholes model. The stock options vest over the terms specified in each employees’ agreement. There was approximately $26,000 of total unrecognized compensation costs related to options granted as of March 31, 2019. That cost is expected to be recognized over a period of 2.0 years.

 

Total stock-based compensation expense for the three months ended March 31, 2019 and 2018 was $100,707 and $0, respectively.

 

A summary of the warrant activity for the three months ended March 31, 2019 is below:

 

    Number of Warrants     Weighted Average Exercise Price     Weighted Average Remaining Life  
                   
Outstanding December 31, 2018     3,684,762     $ 9.14       7.1  
Granted     -       -       -  
Exercised     -       -       -  
Forfeited     (68,027 )     62.50       -  
Outstanding March 31, 2019     3,616,735       8.13       7.0  
                         
Exercisable March 31, 2019     3,616,735     $ 8.13       7.0  

 

Exercise Price    

Outstanding

Number of

Warrants

   

Weighted

Average

Remaining Life

in Years

   

Exercisable

Number of

Warrants

 
>$ 40.00       245,424       1.5       245,424  
$ $ 30.00-$39.99       39,990       0.7       39,990  
$ $ 20.00-$29.99       77,950       0.8       77,950  
$ $ 10.00-$19.99       50,300       2.2       50,300  
$ $ 0.00-$9.99       3,203,071       7.8       3,203,071  
          3,616,735       7.0       3,616,735  

 

A summary of the stock option activity for the three months ended March 31, 2019 is below:

 

    Number of Options    

Weighted Average Exercise

Price

   

Weighted Average Remaining

Life

 
                   
Outstanding December 31, 2018     -     $ -       -  
Granted     32,800       4.0       4.7  
Exercised     -       -       -  
Forfeited     -       -       -  
Outstanding March 31, 2019     32,800     $ 4.0       4.7  
                         
Exercisable March 31, 2019     3,200     $ 4.0       4.7