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nDivision Inc. – ‘S-1/A’ on 4/14/21 – ‘R18’

On:  Wednesday, 4/14/21, at 4:06pm ET   ·   Accession #:  1477932-21-2297   ·   File #:  333-254022

Previous ‘S-1’:  ‘S-1’ on 3/9/21   ·   Latest ‘S-1’:  This Filing   ·   3 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/14/21  nDivision Inc.                    S-1/A                 70:3.2M                                   Discount Edgar/FA

Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1   —   SA’33
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Pre-Effective Amendment to Registration Statement   HTML    555K 
                (General Form)                                                   
 2: EX-5.1      Consent of Counsel                                  HTML     20K 
 3: EX-23.1     Consent of Independent Registered Public            HTML     17K 
                Accounting Firm                                                  
10: R1          Cover                                               HTML     34K 
11: R2          Consoldiated Balance Sheets                         HTML     97K 
12: R3          Consoldiated Balance Sheets (Parenthetical)         HTML     40K 
13: R4          Consolidated Statements of Operations               HTML     57K 
14: R5          Consolidated Statements of Stockholders' Equity     HTML     43K 
15: R6          Consolidated Statements of Cash Flow                HTML     97K 
16: R7          Description of Business                             HTML     21K 
17: R8          Liquidity                                           HTML     23K 
18: R9          Summmary of Significant Accounting Policies         HTML     41K 
19: R10         Recent Accounting Pronouncements                    HTML     24K 
20: R11         Equipment and Software Licenses                     HTML     28K 
21: R12         Intangible Assets                                   HTML     26K 
22: R13         Accrued Liabilities                                 HTML     28K 
23: R14         Factoring Credit Facility                           HTML     22K 
24: R15         Note Payable                                        HTML     21K 
25: R16         Convertible Notes Payable                           HTML     22K 
26: R17         Lease Obligations                                   HTML     40K 
27: R18         Stock Based Compensation                            HTML     46K 
28: R19         Common Stock                                        HTML     22K 
29: R20         Related Party Transactions                          HTML     21K 
30: R21         Significant Customer                                HTML     27K 
31: R22         Income Taxes                                        HTML     48K 
32: R23         Subsequent Events                                   HTML     22K 
33: R24         Summmary of Significant Accounting Policies         HTML     80K 
                (Policies)                                                       
34: R25         Equipment and Software Licenses (Tables)            HTML     26K 
35: R26         Intangible Assets (Tables)                          HTML     24K 
36: R27         Accrued Liabilities (Tables)                        HTML     25K 
37: R28         Lease Obligation (Tables)                           HTML     38K 
38: R29         Stock Based Compensation (Tables)                   HTML     43K 
39: R30         Significant Customers (Tables)                      HTML     28K 
40: R31         Income Taxes (Tables)                               HTML     47K 
41: R32         Liquidity (Details Narrative)                       HTML     21K 
42: R33         Summmary of Significant Accounting Policies         HTML     44K 
                (Details Narrative)                                              
43: R34         Equipment and Software Licenses (Details)           HTML     28K 
44: R35         Equipment and Software Licenses (Details            HTML     30K 
                Narrative)                                                       
45: R36         Intangible Assets (Details)                         HTML     27K 
46: R37         Intangible Assets (Details Narrative)               HTML     33K 
47: R38         Accrued Liabilities (Details)                       HTML     33K 
48: R39         Factoring Credit Facility (Details Narrative)       HTML     25K 
49: R40         Note Payable (Details Narrative)                    HTML     27K 
50: R41         Convertible Notes Payable (Details Narrative)       HTML     35K 
51: R42         Lease Obligations (Details)                         HTML     40K 
52: R43         Lease Obligations (Details 1)                       HTML     22K 
53: R44         Lease Obligations (Details 2)                       HTML     34K 
54: R45         Lease Obligations (Details 3)                       HTML     29K 
55: R46         Lease Obligations (Details Narrative)               HTML     29K 
56: R47         Stock Based Compensation (Details)                  HTML     23K 
57: R48         Stock Based Compensation (Details 1)                HTML     41K 
58: R49         Stock Based Compensation (Details 2)                HTML     30K 
59: R50         Stock Based Compensation (Details Narrative)        HTML     54K 
60: R51         Common Stock (Details Narrative)                    HTML     31K 
61: R52         Related Party Transactions (Details Narrative)      HTML     23K 
62: R53         Significant Customers (Details)                     HTML     29K 
63: R54         Income Taxes (Details)                              HTML     38K 
64: R55         Income Taxes (Details 1)                            HTML     29K 
65: R56         Income Taxes (Details 2)                            HTML     38K 
66: R57         Income Taxes (Details Narrative)                    HTML     21K 
67: R58         Subsequent Events (Details Narrative)               HTML     43K 
69: XML         IDEA XML File -- Filing Summary                      XML    126K 
68: EXCEL       IDEA Workbook of Financial Reports                  XLSX     74K 
 4: EX-101.INS  XBRL Instance -- ndvn-20201231                       XML    633K 
 7: EX-101.CAL  XBRL Calculations -- ndvn-20201231_cal               XML    136K 
 9: EX-101.DEF  XBRL Definitions -- ndvn-20201231_def                XML    283K 
 6: EX-101.LAB  XBRL Labels -- ndvn-20201231_lab                     XML    690K 
 8: EX-101.PRE  XBRL Presentations -- ndvn-20201231_pre              XML    565K 
 5: EX-101.SCH  XBRL Schema -- ndvn-20201231                         XSD    130K 
70: ZIP         XBRL Zipped Folder -- 0001477932-21-002297-xbrl      Zip     92K 


‘R18’   —   Stock Based Compensation


This is an IDEA Financial Report.  [ Alternative Formats ]



 
v3.21.1
STOCK BASED COMPENSATION
12 Months Ended
STOCK BASED COMPENSATION  
12. STOCK BASED COMPENSATION

Number of options outstanding:

 

 

 

2018 Equity Incentive Plan

 

 

7,401,677

 

Options granted not part of a shareholder approved plan

 

 

2,200,000

 

 

 

 

 

 

December 31, 2020

 

 

9,601,677

 

 

The Board of Directors approved the Company’s 2018 Equity Incentive Plan (the “2018 Plan”). The purpose of the 2018 Plan is to provide additional incentives to select persons who can make, are making, and continue to make substantial contributions to the growth and success of the Company, to attract and retain the employment and services of such persons, and to encourage and reward such contributions, by providing these individuals with an opportunity to acquire or increase stock ownership in the Company through either the grant of options or restricted stock. The 2018 Plan is administered by the Compensation Committee or such other committee as is appointed by the Board of Directors pursuant to the 2018 Plan (the “Committee”). The Committee has full authority to administer and interpret the provisions of the 2018 Plan including, but not limited to, the authority to make all determinations with regard to the terms and conditions of an award made under the 2018 Plan. The maximum number of shares that may be granted under the 2018 Plan is 8,000,000. This number is subject to adjustment to reflect changes in the capital structure or organization of the Company.

 

The following table reflects the stock options for year ended December 31, 2020 and 2019:

 

A summary of stock option activity is as follows:

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

Number of options outstanding:

 

 

 

 

 

 

Beginning of year

 

 

6,939,178

 

 

 

5,901,678

 

Granted

 

 

2,825,000

 

 

 

1,325,000

 

Exercised, converted

 

 

-

 

 

 

-

 

Forfeited / exchanged / modification

 

 

(162,501 )

 

 

(287,500 )

 

 

 

 

 

 

 

 

 

End of year

 

 

9,601,677

 

 

 

6,939,178

 

 

 

 

 

 

 

 

 

 

Number of options exercisable at end of year

 

 

6,513,572

 

 

 

3,507,661

 

Number of options available for grant at end of year

 

 

598,323

 

 

 

1,060,822

 

 

 

 

 

 

 

 

 

 

Weighted average option prices per share:

 

 

 

 

 

 

 

 

Granted during the year

 

$ 0.30

 

 

$ 0.61

 

Exercised during the year

 

 

-

 

 

 

-

 

Terminated during the year

 

 

0.60

 

 

 

0.38

 

Outstanding at end of year

 

 

0.39

 

 

 

0.45

 

Exercisable at end of year

 

$ 0.40

 

 

$ 0.39

 

 

Stock-based compensation expense attributable to stock options, restricted stock awards and warrants was $787,358 for the year ended December 31, 2020. As of December 31, 2020, there was approximately $1,419,423 of unrecognized compensation expense related to unvested stock options, restricted stock awards and warrants outstanding, and the weighted average vesting period for those options and warrants was 5 years.

 

During the year ended December 31, 2020, the Company granted options to purchase 625,000 shares of common stock with an average vesting period of 3 years, an average expected life of 6.5 years and an average exercise price of $0.35 per common share. Total value was approximately $190,175.

 

On August 11, 2020, the Company issued an option to an employee to purchase up to 2,000,000 shares of common stock at a per common share price of $0.34 per common share and an average expected life of 6.5 years. The option vests over 5 years; 400,000 shares on the employees 12 month anniversary and vests the remaining 1,600,000 shares 1/48th per month over the following 48 months. Total value of this option was $597,214. These shares were not part of the Shareholder approved stock option plan and issued as an inducement of the employee.

 

On August 27, 2020, the Company issued an option to an employee to purchase up to 200,000 shares of common stock at a per common share price of $0.35 per common share and an average expected life of 6.5 years. The option vested immediately. Total value of this option was $61,172. These shares were not part of the Shareholder approved stock option plan and issued as an inducement of the employee.

   

During the year ended December 31, 2019, the Company granted options to purchase 1,325,000 shares of common stock with an average vesting period of 3 years, an average expected life of 6.5 years and an average exercise price of $0.61 per common share. Total value was approximately $755,000.

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

Expected option life (years)

 

 

7.5

 

 

 

6.5

 

Expected stock price volatility

 

114-116

%

 

137-145

%

Expected dividend yield

 

%

 

%

Risk-free interest rate

 

 

2.07 %

 

2.40-2.90

%

 

During the year ended December 31, 2020, the Company issued a warrant to a related party consultant to purchase up to 750,000 shares of common stock at a per common share price of $0.625. The consulting contract is for eighteen months and the warrant term is eighteen months. The warrant vests immediately and the total value was approximately $174,000.

 

The Gamwell contract acquisition warrants remain outstanding. The warrant can be exercised for 122,752 of the Company’s common stock at an exercise price of $0.375 per share and expire April 23, 2028.


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-1/A’ Filing    Date    Other Filings
4/23/28
Filed on:4/14/21
12/31/2010-K
8/27/20
8/11/20
12/31/1910-K
 List all Filings 


3 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/09/21  nDivision Inc.                    S-1                   78:4.7M                                   Discount Edgar/FA
10/25/19  nDivision Inc.                    8-K:5,7,9  10/22/19    7:431K                                   Discount Edgar/FA
 7/08/16  nDivision Inc.                    S-1                    7:1.9M                                   Pubco Reporting … Inc/FA
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Filing Submission 0001477932-21-002297   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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