On April 13, 2015, the Company expanded its private placement offering of common stock from $15,000,000 to $18,000,000. On April 28, 2015, the Company closed on an additional $860,000 in proceeds to a total of four accredited investors for the sale of an additional 934,805 shares. The Company intends to use the net proceeds of the offering for working capital and general corporate purposes. All of the securities were issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933 (the “Act”) and Rule 506 promulgated thereunder.  These securities may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements under the Act.

On April 13, 2015, the Board of Directors of the Company adopted the 2015 Equity Incentive Plan (the “Plan”).  The Plan provides for the grant of incentive stock options, qualified stock options, restricted stock awards, restricted stock units, stock appreciation rights, and performance shares or units (collectively, the “Stock Awards”) and cash awards. Awards may be granted under the Plan to our employees, non-employee directors and independent contractors.  The maximum number of shares of common stock available for issuance under the Plan is 81,157,135 shares which includes 31,157,135 which were issuable under the Company’s 2007 Equity Incentive Plan (the “Prior Plan”). The Company will no longer be issuing any shares under the Prior Plan.

Also on April 13, 2015, the Company granted to each of its non-employee directors 350,000 10-year stock options.  The options are exercisable at $1.17 per share and vest in four equal annual increments with the first vesting date being April 13, 2016, subject to continued service on each applicable vesting date.  The Company also granted 200,000 10-year options to Gerald McGuire, the Company’s Chief Financial Officer, with identical vesting terms as described in the prior sentence.  Additionally, the Company and Gary Wilcox, a director, entered into an at-will employment agreement whereby Mr. Wilcox is being paid at the rate of $100,000 per year.