Item 5. Market for Registrant’s Common Equity
Item 5. Market for Common Equity and Related Stockholder Matters.
A. Market Information
The Company’s Common Stock is currently quoted by OTC Markets under the symbol GLUC. The high and low closing prices of the Company’s common stock since January 1, 2013 are set forth below. These closing prices do not reflect retail mark-up, markdown or commissions.
High
Low
2014
First Quarter
$
2.00
$
0.95
Second Quarter
$
0.95
$
0.50
Third Quarter
$
1.15
$
0.28
Fourth Quarter
$
0.47
$
0.08
2013
First Quarter
$
12.50
$
4.50
Second Quarter
$
9.95
$
4.50
Third Quarter
$
8.75
$
1.55
Fourth Quarter
$
2.15
$
0.85
Reports to Security Holders.
We are a voluntary reporting company with the Securities and Exchange Commission, or SEC. The public may read and copy any materials filed with the Securities and Exchange Commission at the Security and Exchange Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission, which includes us. The address of that site is www.sec.gov.
Holders.
As of March 30, 2015 we had 121 shareholders of record. However, the majority of our shareholders hold their stock in “street name” at brokerage and custodial firms. We estimate our total number of shareholders to be over 700. Our transfer agent is Nevada Agency & Transfer Company located at 50 West Liberty Street, Reno, Nevada, 89501 and their phone number is (775) 322-0626.
Dividend Policy .
We have never declared or paid a cash dividend. We do not expect to pay cash dividends in the foreseeable future. We currently intend to retain our earnings, if any, for use in our business. Any dividends declared in the future will be at the discretion of our board of directors and subject to any restrictions that may be imposed by our lenders.
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Equity Compensation Plan
On March 4, 2013, we filed an S-8 registration statement with the Securities and Exchange Commission registering up to 30,000,000 shares of common stock under our 2013 Stock Incentive Plan. The Company granted 26,375,000 (52,750 post reverse split shares) shares under this plan during the years ended December 31, 2014 and 2013. The S-8 registration is no longer effective and accordingly, our 2013 Stock Incentive Plan was formally rescinded by resolution of the board of directors.
Recent sales of unregistered securities
During the fiscal year ended December 31, 2014 and through the current date we issued a total of 917,369 shares during the year ended December 31, 2014 and a further 306,031 shares to the current date of our common stock.
a)
During December 2013, a consultant was granted 16,000 unregistered shares of the Company’s common stock for a clinical research study on our Type2 Defense product. These shares were valued at $0.90 per share or $14,400. The shares were issued in January 2014.
b)
During January 2014, William Gallagher, our former chief executive officer canceled 12,000 of his personal unregistered shares of the Company’s common stock to satisfy a promissory note conversion request. These shares were valued at $1.75 per share or $21,000.
c)
During January 2014, a promissory note was converted into unregistered shares of the Company’s common stock. The amount totaled $12,849 including interest was converted into 17,132 unregistered shares of the Company’s common stock at $0.75 per share.
d)
During March 2014, a promissory note was partially converted into unregistered shares of the Company’s common stock. The amount totaled $4,000 was converted into 16,000 unregistered shares of the Company’s common stock at $0.25 per share.
e)
During March 2014, a promissory note was converted into unregistered shares of the Company’s common stock. The amount totaled $13,151 including interest was converted into 13,171 unregistered shares of the Company’s common stock at $0.999 per share.
f)
During March 2014, the Company signed an agreement with a firm to provide strategic business development activities for the Company. The firm will be compensated with 7,200 unregistered shares of the Company’s common stock payable in increments of 600 shares per month for twelve (12) months starting on April 1, 2014. During 2014, the Company issued 7,200 unregistered shares of the Company’s common stock, which were valued at $0.52 per share or $3,732 to fully satisfy the March 2014 agreement.
g)
During April 2014, William Gallagher, our former chief executive officer was re-issued 12,000 unregistered shares of the Company’s common stock which were canceled in January 2014 to satisfy a promissory note conversion request. These shares were valued at $1.75 per share or $21,000.
h)
During April 2014, Thomas Metzger, our former chief executive officer/chief financial officer was issued 5,000 unregistered shares of the Company’s common stock for compensation. These shares were valued at $0.755 per share or $3,375.
i)
During April 2014, James Hodge, our chairman of the board of directors, was issued 5,000 unregistered shares of the Company’s common stock for joining the Company’s board. These shares were valued at $0.755 per share or $3,375.
j)
During April 2014, Peggy Knight our chief marketing officer was issued 15,000 unregistered shares of the Company’s common stock for marketing compensation. These shares were valued at $0.755 per share or $11,325.
k)
During June 2014, the Company signed a one year consulting agreement with an individual to provide product marketing and performs duties as the Company’s spokesperson. The consultant earned 5,000 restricted shares of the Company’s common stock. The shares were valued at $0.65 per share or $3,250. These shares were issued in July 2014.
l)
During July 2014, a promissory note was partially converted into unregistered shares of the Company’s common stock. The amount totaled $4,103 including accrued interest was converted into 16,412 unregistered shares of the Company’s common stock at $0.25 per share.
m)
During July 2014, James Hodge, the Company’s chairman of the board of directors, was issued 6,923 shares of the Company’s restricted common stock for service to the Company. These shares were valued at $0.65 per share or $4,500.
n)
During July 2014, the Company signed a consulting agreement with an individual to provide website services for the Company. The consultant was compensated with 60,000 shares of the Company’s common stock. The shares were valued at $69,000 or $1.15 per share.
o)
During July 2014, Thomas Metzger Ph.D., our former Chief Executive Officer and Chief Financial Officer resigned from the Company to pursue other interests. Per board consent signed July 22, 2014, the 5,000 unregistered shares of the Company’s common stock due to Mr. Metzger on September 4, 2014 in accordance with his consulting agreement signed in April 2014 were issued to Mr. Metzger. The shares were valued at $4,925 or $0.985 per share.
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p)
During August 2014, a promissory note was partially converted into unregistered shares of the Company’s common stock. The amount totaled $3,059 including accrued interest was converted into 12,235 unregistered shares of the Company’s common stock at $0.25 per share.
q)
During September 2014, a promissory note was partially converted into unregistered shares of the Company’s common stock. The amount totaled $2,529 including accrued interest was converted into 10,115 unregistered shares of the Company’s common stock at $0.25 per share.
r)
On October 1, 2014, the Company entered into an Intellectual Property Purchase Agreement to purchase the “Glucose Health Natural Blood Sugar Maintenance” product for 300,000 unregistered shares of the Company’s common stock valued at $0.38 per share or $114,000, from a company beneficially owned by our CEO, Murray Fleming.
s)
On October 1, 2014, Murray Fleming was appointed as the Company’s Chief Executive Officer for the 12 month period ending October 1, 2015. Mr. Fleming was compensated with 300,000 unregistered shares of the Company’s common stock valued at $0.38 per share or $114,000.
t)
During November 2014, a promissory note was partially converted into unregistered shares of the Company’s common stock. The amount totaled $250 was converted into 50,000 unregistered shares of the Company’s common stock at $0.005 per share.
u)
During December 2014, a promissory note was partially converted into unregistered shares of the Company’s common stock. The amount totaled $285 including accrued interest was converted into 56,918 unregistered shares of the Company’s common stock at $0.005 per share.
v)
During 2014, the Company issued 263 shares to satisfy rounding issues as a result of the reverse stock splits implemented during the year.
w)
During January 2015, a promissory note was partially converted into unregistered shares of the Company’s common stock. The amount totaled $290 including accrued interest was converted into 58,092 unregistered shares of the Company’s common stock at $0.005 per share.
x)
During February 2015, a promissory note was partially converted into unregistered shares of the Company’s common stock. The amount totaled $294 including accrued interest was converted into 58,750 unregistered shares of the Company’s common stock at $0.005 per share.
y)
During February 2015, James Hodge, the Company’s Chairman of the board of directors, was issued 70,867 shares of the Company’s restricted common stock to fully satisfy his management consulting agreement dated April 4, 2014 for service to the Company. These shares were valued at $0.085 per share or $6,000.
z)
During February 2015, a promissory note was partially converted into unregistered shares of the Company’s common stock. The amount totaled $295 including accrued interest was converted into 59,078 unregistered shares of the Company’s common stock at $0.005 per share.
aa)
During February 2015, a promissory note was partially converted into unregistered shares of the Company’s common stock. The amount totaled $296 including accrued interest was converted into 58,244 unregistered shares of the Company’s common stock at $0.005 per share.
All issuances referenced above were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”) and were issued to eight United States residents and a Canadian resident. The shares of common stock have not been registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the United States Securities and Exchange Commission or an applicable exemption from the registration requirements. The investors acknowledged that the securities to be issued have not been registered under the Securities Act; they understood the economic risk of an investment in the securities; and they had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to acquisition of the securities. The sales were made to sophisticated or accredited investors, as defined in Rule 501(a). Further, we gave the purchasers the opportunity to ask questions and receive answers concerning the terms and conditions and to obtain any additional information which we possessed or could acquire without unreasonable effort or expense necessary to verify the accuracy of information furnished. At a reasonable time prior to the sale of securities, we advised the purchasers of the limitations on resale in the manner contained in Rule 502(d)2. Neither we nor any person acting on our behalf sold the securities by any form of general solicitation or general advertising.
Use of Proceeds of Registered Securities.
None
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Penny Stock Regulation.
Shares of our common stock are subject to rules adopted the Securities and Exchange Commission that regulate broker-dealer practices in connection with transactions in “penny stocks”. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in those securities is provided by the exchange or system). These penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from these rules to deliver a standardized risk disclosure document prepared by the Securities and Exchange Commission, which contains the following:
·
a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
·
a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to violation to such duties or other requirements of securities’ laws
·
a brief, clear, narrative description of a dealer market, including "bid" and "ask” prices for penny stocks and the significance of the spread between the "bid" and "ask" price;
·
a toll-free telephone number for inquiries on disciplinary actions;
·
definitions of significant terms in the disclosure document or in the conduct of trading in penny stocks; and
·
such other information and is in such form (including language, type, size and format), as the Securities and Exchange Commission shall require by rule or regulation.
Prior to effecting any transaction in penny stock, the broker-dealer also must provide the customer the following:
·
the bid and offer quotations for the penny stock;
·
the compensation of the broker-dealer and its salesperson in the transaction:
·
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
·
monthly account statements showing the market value of each penny stock held in the customer’s account.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules. Holders of shares of our common stock may have difficulty selling those shares because our common stock is subject to penny stock rules.
Issuer Purchases of Equity Securities
We did not repurchase any shares of its common stock during the fiscal year ending December 31, 2014.
Item 6. Selected Financial Data.
Not applicable.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.