Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 09, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | Axion Power International, Inc. | |
Entity Central Index Key | 1,028,153 | |
Document Type | 10-Q | |
Trading Symbol | AXPW | |
Document Period End Date | Sep. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity a Well-known Seasoned Issuer? | No | |
Entity a Voluntary Filer? | No | |
Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 3,934,728 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
ASSETS | ||
Cash and cash equivalents | $ 317,028 | $ 3,436,198 |
Accounts receivable, net | 51,153 | 9,874 |
Other current assets | 286,628 | 193,974 |
Inventory, net | 844,415 | 1,136,948 |
Total current assets | 1,499,224 | 4,776,994 |
Property & equipment, net | 1,843,560 | 2,072,530 |
Total Assets | 3,342,784 | 6,849,524 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 270,853 | 335,936 |
Other liabilities | 521,208 | 293,172 |
Notes payable | 415,594 | $ 104,777 |
Convertible bridge notes | 415,294 | |
Accrued interest convertible notes | 43,761 | $ 15,628 |
Subordinated convertible notes | 65,000 | 65,000 |
Total current liabilities | 1,731,710 | 814,513 |
Deferred revenue | 55,871 | 55,871 |
Note payable | 10,060 | 104,804 |
Derivative liability Series B warrants | 70,198 | 2,930,335 |
Total liabilities | $ 1,867,839 | $ 3,905,523 |
Stockholders' Equity | ||
Convertible preferred stock - 12,500,000 shares authorized $0.005 par value Series A preferred - 2,000,000 shares designated 0 shares issued and outstanding | ||
Common stock-100,000,000 shares authorized $0.005 par value 3,934,728 issued and outstanding (206,808 in 2014) | $ 19,674 | $ 1,034 |
Additional paid in capital | 122,454,420 | 118,451,041 |
Retained earnings (deficit) | (120,747,536) | (115,256,461) |
Cumulative foreign currency translation adjustment | (251,613) | (251,613) |
Total stockholders' equity | 1,474,945 | 2,944,001 |
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY | $ 3,342,784 | $ 6,849,524 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Convertible preferred stock, shares authorized | 12,500,000 | 12,500,000 |
Convertible preferred stock, par value (in dollars per share) | $ 0.005 | $ 0.005 |
Common stock, par value (in dollars per share) | $ 0.005 | $ 0.005 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 3,934,728 | 206,808 |
Common stock, shares outstanding | 3,934,728 | 206,808 |
Series A Preferred Stock [Member] | ||
Convertible preferred stock, shares designated | 2,000,000 | 2,000,000 |
Convertible preferred stock, shares issued | 0 | 0 |
Convertible preferred stock, shares outstanding | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIIONS AND COMPRHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Net sales | $ 166,980 | $ 319,463 | $ 510,536 | $ 4,529,387 |
Cost of tangible goods sold | 233,405 | 545,752 | 639,142 | 4,787,461 |
Cost of goods sold - idle capacity | 399,172 | 363,086 | 1,344,082 | 1,216,933 |
Gross Loss | (465,597) | (589,375) | (1,472,688) | (1,475,007) |
Research and development expense | 218,948 | 449,039 | 719,119 | 1,475,920 |
Selling, general and administrative expense | 609,463 | 983,712 | 2,362,520 | 3,489,668 |
Other (income) | (4,591) | (3,937) | (4,599) | (62,971) |
Operating loss | $ (1,289,417) | (2,018,189) | $ (4,549,728) | (6,377,624) |
Change in value of senior warrants loss | $ 511,520 | 2,125,576 | ||
Change in value conversion feature senior notes (gain) | $ (32) | |||
Change in value of Series B warrants (gain) loss | $ (1,180,861) | $ 639,989 | ||
Debt discount amortization expense | 238,410 | $ 81,286 | 238,410 | $ 928,145 |
Interest expense, note payable | $ 26,245 | $ 5,271 | $ 34,891 | 15,096 |
Extinguishment loss on senior notes conversion | 1,192,189 | |||
Placement agent warrants | $ 23,826 | 58,669 | ||
Interest on convertible notes | $ 1,455 | $ 26,631 | 4,232 | 584,322 |
Loss before income taxes | $ (374,666) | $ (2,642,897) | $ (5,491,076) | $ (11,281,589) |
Income taxes | ||||
Net loss | $ (374,666) | $ (2,642,897) | $ (5,491,077) | $ (11,281,589) |
Foreign translation adjustment | 1 | (2) | ||
Comprehensive loss | $ (374,666) | $ (2,642,897) | $ (5,491,077) | $ (11,281,591) |
Basic and diluted net loss per share (in dollars per share) | $ (0.11) | $ (19.27) | $ (2.65) | $ (89.30) |
Weighted average common shares outstanding (in shares) | 3,369,508 | 137,162 | 2,075,076 | 126,331 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Operating Activities | ||
Net loss | $ (5,491,077) | $ (11,281,589) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | ||
Depreciation expense | 228,969 | $ 1,087,022 |
Change in value of Series B warrants | $ 639,989 | |
Change in value of senior warrants | $ 2,125,576 | |
Change in value conversion feature senior notes | (32) | |
Debt discount amortization expense | $ 238,410 | 861,215 |
Interest accrued, senior convertible notes paid in common stock | 519,277 | |
Extinguishment loss on senior notes conversion | 1,325,839 | |
Amortization deferred financing fees | 66,930 | |
Net (gain) on sale of assets | (3,935) | |
Placement agent warrants | $ 23,826 | $ 63,366 |
Stock issued for consulting fees | 49,500 | |
Stock based compensation expense | 194,771 | $ 116,598 |
Inventory valuation adjustment | 111,500 | |
Changes in operating assets & liabilities | ||
Accounts receivable, net | (41,281) | $ 497,363 |
Other current assets | (19,660) | (85,174) |
Inventory, net | 181,033 | 776,260 |
Accounts payable | 153,863 | 254,761 |
Other current liabilities | 148,756 | (100,398) |
Accrued interest | $ 28,133 | 44,305 |
Deferred revenue | (252,238) | |
Net cash (used in) operating activities | $ (3,553,268) | (3,984,854) |
Investing Activities | ||
Other receivables | 29,000 | |
Proceeds from sale of asset | 4,000 | |
Capital expenditures | (107,180) | |
Net cash (used in) investing activities | (74,180) | |
Financing Activities | ||
Repayment of note payable | $ (75,902) | (85,865) |
Repayment of subordinated convertible note | $ (200,000) | |
Proceeds from convertible bridge notes | $ 510,000 | |
Amount released from restricted cash account | $ 3,780,341 | |
Net cash (used in) provided by financing activities | $ 434,098 | 3,494,476 |
Net change in cash and cash equivalents | $ (3,119,170) | (564,558) |
Effect of exchange rate on cash | (2) | |
Cash and cash equivalents - beginning | $ 3,436,198 | 1,169,093 |
Cash and cash equivalents - ending | 317,028 | 604,533 |
Supplemental Schedule of Cash Flow Information: | ||
Cash paid for interest | $ 11,007 | 32,319 |
Supplemental Schedule of Non Cash Investing and Financing Activities: | ||
Interest accrued converted into debt principal | 66,049 | |
Common stock issued for principal payments on senior notes | $ 2,725,000 | |
Common stock issued to settle liability | $ 9,180 | |
Common stock issued in exchange for senior warrants | $ 2,644,000 | |
Common stock issued for warrants exercised | $ 15,681 | |
Reclassification of derivative liability for warrants exercised | 3,500,126 | |
Beneficial conversion feature related to convertible bridge notes | 179,947 | |
Debt discount and OID related to convertible bridge notes | 243,169 | |
Accounts payable converted to promisory note and prepaids | 291,975 | |
Round up shares | $ 2,914 |
Financial Statements
Financial Statements | 9 Months Ended |
Sep. 30, 2015 | |
Financial Statements | |
Financial Statements | 1. Financial Statements These unaudited consolidated financial statements of Axion Power International, Inc., a Delaware corporation, include the operations of its wholly owned subsidiary; Axion Power Battery Manufacturing, Inc. and its two inactive wholly owned subsidiaries, Axion Power Corporation, a Canadian Federal corporation, and C & T Co. Inc., an Ontario corporation (collectively, the Company). In the opinion of management the accompanying unaudited consolidated financial statements contain all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position, statements of income and comprehensive income and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) have been condensed or omitted pursuant to the rules and regulations of the United States Securities and Exchange Commission (SEC). These consolidated financial statements should be read in conjunction with the audited financial statements and footnotes thereto in the Annual Report on Form 10-K for the year ended December 31, 2014. The results of income and comprehensive income for the three and nine month periods ended September 30, 2015 are not necessarily indicative of results of income and comprehensive income for the Companys 2015 calendar year. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates, assumptions and judgments that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates. Certain amounts for the results of operations and comprehensive loss for the three and nine months periods ended, September 30, 2014 have been revised to conform to the current years presentation. As approved by our board of directors and shareholders, we effected a 1-for-50 stock split of our common shares on September 8, 2014. During 2014 there were 244,537 true-up rounding shares issued due to the above mentioned reverse stock split. As approved by our board of directors and shareholders, we effected a 1-for-35 stock split of our common shares and Series A warrants on July 14, 2015. During 2015 there were 582,728 true-up rounding shares issued due to the above mentioned reverse stock split. All share related and per share information has been adjusted to give effect to the reverse stock split from the beginning of the earliest period presented. |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | 2. New Accounting Pronouncements In August 2014, the FASB issued Accounting standards Update No. 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers The aforementioned standard is effective for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). We intend to evaluate the impact of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard. In June 2014, the FASB issued ASU 2014-12, CompensationStock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period In January 2015, the FASB issued ASU 2015-01, Income Statement Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items In February 2015, the FASB issued ASU 2015-02, Consolidations (Topic 225-20): Amendments to the Consolidation Analysis In April 2015, the FASB issued ASU 2015-03, Interest Imputation of Interest (Topic 225-20): Simplifying the Presentation of Debt Issue Costs In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | 3. Inventories Inventories consist of the following: September 30, 2015 December 31, 2014 Raw materials and components $ 424,617 $ 601,196 Work in process 604,371 639,957 Finished goods 92,565 80,263 Inventory reserves (277,138) (184,468) $ 844,415 $ 1,136,948 |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2015 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 4. Warrants Warrants consist of the following: Shares Weighted Weighted average Outstanding at January 1, 2015 2,223,284 $ 114.15 5.0 Granted 513,081 2.63 5.0 Exercised (2,121,729 ) - - Outstanding at September 30, 2015 614,636 $ 12.79 4.7 Of the remaining 614,636 outstanding warrants as of September 30, 2015, 34,521 are Series B warrants. As of September 30, 2015, there were 34,521 Series B warrants classified as derivative liabilities relating to the public common stock offering that occurred on October 29, 2014. Each reporting period the Series B warrants are re-valued and adjusted through the captions change in value of Series B warrants, on the condensed consolidated statements of operations and comprehensive loss. As of June 15, 2015, the Company received the agreement of the holders of over 65% of the then remaining outstanding 619,447 Company Series B warrants to amend and restate the May 2015 amendment to the October 2014 warrant agreement (Agreement). The amendments to the terms of the Series B warrants are as follows: The definition of the term Market Price in Section 3.3.2.1 of the Warrant Agreement (which covers the further cashless exercises of the Series B warrants) is amended to be the higher of (i) $0.10 ($3.50 post split) and (ii) 85% of the arithmetic average of the sum of the five lowest per share volume weighted average prices for the 15 trading days on the Nasdaq Capital Market (or if not on the Nasdaq Capital Market, on the Companys then principal trading market) immediately prior to the date of exercise). On August 12, 2015, the Company filed a Definitive Schedule 14A proxy statement with the Commission requesting shareholder approval of the following amendment to the definition of Market Price ( Fixed Market Price Definition Market Price In consideration of the agreement by the holders of more than 65% of the remaining Series B warrants as set forth above, the Company has caused the initial Exercise Price of the Series A warrants to be reduced to $0.50 ($17.50 post split) per share. The number of Series B warrants was not affected by the 1-for-35 reverse stock split and instead each warrant is exercisable into 1/35 of a share on a cash exercise basis. On August 7, 2015, there were 510,000 warrants issued in conjunction with the Convertible Bridge Notes (See Footnote 7). On August 25, 2015, the Company received a written notification from the Nasdaq Stock Market LLC that it did not meet the minimum of $2,500,000 in stockholders equity for continued listing (as set forth in Listing Rule 5550(b)(1)) as a result of the report of shareholders equity of $570,824 in the Companys Form 10-Q for the period ended June 30, 2015, which was largely as a result of the valuation of the Companys Series B Warrants for the quarter ended June 30, 2015. The notification does not result in the immediate delisting of the Company's common stock, and its common stock will continue to trade uninterrupted on the Nasdaq Capital Market. The Company submitted a plan to regain compliance on October 9, 2015. If the plan is accepted, the Company can be granted an extension of up to 180 calendar days to evidence compliance. Nasdaq is continuing to review the plan, and the Company has since submitted additional information at the request of Nasdaq. |
Equity Compensation
Equity Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity Compensation | 5. Equity Compensation The Company adopted ASC 718 Compensation Stock Compensation Equity-Based Payments to Non-Employees The stock-based compensation expense was $194,771 of which $112,793 was for independent directors compensation in lieu of cash, for the nine months ended September 30, 2015. The stock-based compensation expense was $116,598 of which $71,664 was for independent directors compensation in lieu of cash, for the nine months ended September 30, 2014. In addition, the Company recorded $49,500 for non-independent director consulting fees which were paid with stock based compensation in lieu of cash during the nine months ended September 30, 2015. Outstanding compensatory options consist of the following: Weighted Average Number of Exercise Fair Remaining Aggregate Outstanding at January 1, 2015 3,872 $ 1,381.80 $ 505.40 3.8 $ - Granted 12,766 35.00 15.00 5.5 - Forfeited or lapsed (1,386 ) 997.96 469.91 - - Outstanding at September 30, 2015 15,252 $ 288.51 $ 98.76 5.1 $ - Exercisable at September 30, 2015 10,037 $ 419.80 $ 138.68 4.6 $ - All non-vested compensatory stock options consist of the following: All Options Shares Weighted Average Subject to future vesting at January 1, 2015 1,216 $ 155.05 Granted 12,766 15.00 Forfeited or lapsed (1,056 ) 195.35 Vested (7,711 ) 13.24 Subject to future vesting at September 30, 2015 5,215 $ 21.98 As of September 30, 2015, there was $109,394 of unrecognized compensation related to non-vested options granted under the plans. The Company expects to recognize this expense over a weighted average period of 2.3 years. There were 7,572 options granted valued using Black Scholes Merton with the following assumptions: (i) volatility of 71.1%. (ii) risk free interest rate of 0.85%, (iii) dividend rate of zero, (iv) expected life 5 years, and (v) exercise price of $35.00. In addition, 5,194 options granted were valued using Black Scholes Merton with the following assumptions: (i) volatility of 186.0%, (ii) risk free interest rate of 1.10%, (iii) dividend rate of zero, (iv) expected life 5 years, and (v) exercise price of $35.00. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | 6. Earnings (Loss) Per Share Basic earnings per share is computed by dividing net income (loss) available to common shareholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period. Diluted earnings per share are computed by assuming that any dilutive convertible securities outstanding were converted, with related preferred stock dividend requirements and outstanding common shares adjusted accordingly. It also assumes that outstanding common shares were increased by shares issuable upon exercise of those stock options for which the market price exceed the exercise prices, less shares which could have been purchased by us with the related proceeds. In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive. If the Company had generated earnings during the nine months ended September 30, 2015, the Company would have added 938,363 of common equivalent shares to the weighted average shares outstanding to compute the diluted weighted average shares outstanding, excluding unexercised Series B warrants. The Company had unexercised Series B warrants of 34,521 outstanding at September 30, 2015. The remaining unexercised outstanding 34,521 Series B warrants would have added 38,837 common shares as permitted by the Amendment to the original Warrant agreement. |
Senior Convertible Notes and Wa
Senior Convertible Notes and Warrants, Subordinated Notes and Warrants and Convertible Bridge Notes | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Senior Convertible Notes and Warrants, and Subordinated Notes and Warrants | 7. Senior Convertible Notes and Warrants, Subordinated Notes and Warrants and Convertible Bridge Notes On May 8, 2013, the Company consummated the sale of $9 million in aggregate principal amount of senior convertible notes (the Senior Notes) due on February 8, 2015 and warrants (the Senior Warrants) to various institutional investors (Investors). At closing, the Company received $2.76 million in net proceeds, after deducting placement agent fees of $240,000. Total offering expenses were $494,500 and were recorded as deferred financing fees. The $6,000,000 balance of the gross proceeds from the sale of Senior Notes was deposited into a series of control accounts in the Companys name. The Senior Notes and Senior Warrants and the Subordinated Notes and Subordinated Warrants described below were issued in transactions exempt from registration under Section 4(2) of the Securities Act of 1933, as amended. As of the end of the second quarter, 2014, all of the proceeds have been released, and the note holders have converted all amounts due under the note into shares of the Companys common stock. During the nine month period ended September 30, 2014, amortization of deferred financing fees amounted to $66,930. Senior Warrants The Warrants entitled the holders to purchase, in the aggregate, 9,875 shares of common stock. The Warrants were exercisable beginning November 8, 2013. On August 1, 2014, the Company entered into warrant exchange agreements (Warrant Exchange Agreements) with the holders (Senior Warrant holders) of the Senior Warrants. Pursuant to the Warrant Exchange Agreements, the Senior Warrant holders exchanged all of the Senior Warrants for shares of the Companys stock (Shares) at a ratio of 1.7 Shares for each Senior Warrant exchanged, in a transaction exempt from registration under Section 3(a)(9) of the Securities Act of 1933 as amended. Accounting for the Conversion Option and Senior Warrants The Company first considered whether the Senior Notes met the criteria under ASC 480-10-25-14 to be recorded as a liability and determined that, due to their differing potential settlement features, they did not meet the criteria. The Company next considered whether the conversion option met the definition of a derivative, requiring it to be bifurcated and recorded as a liability. Pursuant to ASC 815-40, due to full-ratchet down-round price protection on the conversion price of the Senior Notes and the exercise price of the Warrants, the Company determined that the conversion features of the Senior Notes and the exercise features of the Senior Warrants are not indexed to the Companys owned stock and must be recognized separately as a derivative liability in the consolidated balance sheet, measured at fair value and marked to market each reporting period until the Senior Notes have been fully paid or converted and the Senior Warrants fully exercised. The change in fair value of the Senior Warrants of $2,125,576 was recorded as a non-cash loss on change in value of these derivatives for the nine month period ended September 30, 2014. The change in value of the conversion feature of the Senior Notes of $32 was recorded as a non-cash gain on change in value of the derivative for the nine month period ended September 30, 2014. Pursuant to the terms of the Senior Notes, the Company opted to pay the installment payments due prior to March 31, 2014 with shares of the Companys common stock. During the nine months ended September 30, 2014, a loss on extinguishment was recognized in the amount of $1,192,189, for the difference between the installment amount and the fair value of the shares at the issuance date. In addition, during the nine months ended September 30, 2014, debt discount amortization related to Senior Notes amounted to $863,793. Subordinated Convertible Notes and Subordinated Warrants Simultaneously with the closing of the $9 million principal amount Senior Note transaction, the Company sold $1 million principal amount of its Subordinated Convertible Notes (the Subordinated Notes) to investors consisting of management and directors of the Company and one individual investor. The sale of the Subordinated Notes did not carry any additional fees and expenses, so the Company received the entire $1 million in proceeds from the Subordinated Notes at closing. The Subordinated Notes are subordinated in right of repayment to the Senior Notes and mature 91 days subsequent to the maturity date of the Senior Notes. The Subordinated Notes bear interest at the rate of 8% per year. Once 2/3 of the Senior Notes have been repaid, then the Subordinated Notes may be converted and/or prepaid in cash so long as there is no Event of Default with respect to the Senior Notes and all Equity Conditions (as defined in the securities purchase agreement for the Senior Notes) are met. The conversion price for the Subordinated Notes is $462.00 per share. The holders of the Subordinated Convertible Notes were issued five year warrants to purchase 1,097 shares of Company common stock (Subordinated Warrants). Each Subordinated Warrant has an exercise price of $528.50 per share. All of the holders of the Subordinated Notes have verbally agreed to an extension of the maturity date of these notes to December 31, 2015, and the Company is not in default of its obligations under these notes. The fair value of the warrants, issued in connection with the Subordinated Notes is $304,000 in the aggregate and was calculated using the Black-Scholes option pricing model with the following assumptions: (i) expected life of 5 years, (ii) volatility of 80%, (iii) risk free interest rate of 0.75% and (iv) dividend yield of zero. During the nine months ended September 30, 2014, debt discount amortization related to the Subordinated Notes amounted to $64,352. The outstanding principal balance at September 30, 2015 and December 31, 2014, related to the Subordinated Notes is $65,000. Senior Convertible Bridge Notes On August 7, 2015, the Company entered into a securities purchase agreement (Agreement) with several accredited investors, including one director of the Company (each, an Investor) pursuant to which it sold $600,000 principal amount of Senior Convertible Bridge Notes (Notes) to the Investors. The transaction was approved by the Companys Board of Directors on August 5, 2015. The Notes carry an original issue discount (OID) of 15% so that the gross amount of proceeds to the Company (before expenses) was $510,000. The Notes bear interest at the rate of 12% per annum, and the interest is payable in cash upon repayment of the Notes or in shares of the Companys common stock upon conversion of the Notes. The Notes have a term of 90 days from the date of issuance, which may be extended at the option of the Investor with respect to all or any portion of a Note (i) in the event that and for so long as an event of default is occurring under a Note, (ii) through the date that all shares issued upon conversion of the Note may be resold under Rule 144 without restriction and/or (iii) through the date that is 10 business days after the consummation of a change in control transaction, all as specified in the Notes. The conversion price for the Notes is $1.75 per share. The holders of the Notes were issued one five year warrant (Warrants) for each $1.00 of principal amount of the Note invested (510,000 Warrants in total). Each Warrant has an exercise price of $1.75 per share. The Agreement, Notes and Warrants contain other terms and provisions which are customary for a transaction of this nature, including standard representations and warranties and events of default. The transaction is exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D, as promulgated thereunder, and closed on August 10, 2015. All monies were received by August 11, 2015. $10,000 principal amount of the Senior Convertible Bridge Notes is held by an affiliate of the Company. The fair value of the warrants issued in conjunction with the Senior Convertible Bridge Notes is $257,550 in the aggregate and was calculated using the binomial option model with the following assumptions: (i) expected life of 5 years, (ii) volatility of 100%, (iii) risk free interest rate of 1.59% and (iv) dividend yield of zero. The conversion feature of the Senior Convertible Bridge Notes and the related warrants were determined not to be derivative instruments, in accordance with the guidance in ASC Topic 470-20 Debt with conversion and Other Options The fair value of the warrants and the beneficial conversion feature were recorded as a debt discount to be amortized over the life of the Senior Convertible Bridge Notes. The balance at September 30, 2015 related to the Senior Convertibles Bridge Notes was comprised of: Senior Convertible Bridge notes payable, related and unrelated parties at August 10, 2015 $ 600,000 Fair value allocation of warrants reported asa debt discount (153,169 ) OID (90,000 ) Beneficial conversion feature (179,947 ) Debt discount amortization expense 238,410 Carrying value of Senior Convertible Bridge Notes at September 30, 2015 $ 415,294 Notes with Landlords On August 28, 2015, the Companys signed a promissory note with each of the two landlords deferring lease payments until December 31, 2015. The aggregate amount of the promissory notes is $291,975 earning interest at 12% per annum compounded monthly and is included in notes payables on the Condensed Consolidated Balance Sheet as of September 30, 2015. |
Public offering of common stock
Public offering of common stock, Series A warrants and Series B warrants | 9 Months Ended |
Sep. 30, 2015 | |
Public Offering And Warrants Issuance [Abstract] | |
Public offering of common stock, Series A warrants and Series B warrants | 8. Public offering of common stock, Series A warrants and Series B warrants Effective October 29, 2014, the Company consummated an underwritten public offering consisting of 53,572 shares of common stock ("Common Stock"), together with Series A warrants to purchase 53,572 shares of its Common Stock ("Series A Warrants") and Series B warrants to purchase 1,875,000 shares of its Common Stock (Series B Warrants) for gross proceeds to the Company of approximately $6.1 million and net proceeds of $5.5 million. The public offering price for each share of Common Stock, together with one Series A Warrant and one Series B Warrant, was $113.75. The Series A Warrants may be exercised for a period of five years and the Series B Warrants may be exercised for a period of 15 months. In connection with the offering, the Company granted to the underwriter a 45-day option to acquire up to 8,036 additional shares of Common Stock and/or up to 8,036 additional Series A Warrants and/or up to 281,250 additional Series B Warrants. The Series B warrants were not subject to the 1 for 35 reverse split. The Company also closed on the underwriters exercise of the over-allotment option on the Series A Warrants and the Series B Warrants. The Companys Common Stock and Series A Warrants are now listed on the Nasdaq Capital Market under the symbols AXPW and AXPWW, respectively. Accounting for the Series B Warrants Pursuant to ASC 815-40, due to the net settlement terms included in the Series B warrants, which requires an increased number of shares to be issued if the price of the Companys common stock falls, the Company determined that the Series B Warrants were not indexed to the Companys own stock and must be recognized separately as a derivative liability in the consolidated balance sheet, measured at fair value and marked to market each reporting period. As of September 30, 2015 and December 31, 2014, the fair value of the Series B warrants was estimated to be $70,198 and $2,930,335, respectively. The change in the fair value of the Series B warrant liability is as follows: Fair Value Series B warranty liability, January 1, 2015 $ 2,930,335 Series B warrants exercised (3,500,126 ) Revaluation of remaining Series B warrants 639,989 Series B warrant liability, September 30, 2015 $ 70,198 Fair Value Disclosure The Company has one Level 3 financial instrument as of September 30, 2015 and December 31, 2014, the Series B warrants associated with the public offering of common stock. The Series B warrants are evaluated under the hierarchy of FASB ASC Subtopic 480-10, FASB ASC Paragraph 815-25-1 and FASB ASC Subparagraph 815-10-15-74 addressing embedded derivatives. |
Going concern
Going concern | 9 Months Ended |
Sep. 30, 2015 | |
Going Concern [Abstract] | |
Going concern | 9. Going concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. At September 30, 2015 the Companys working capital was $ (0.2) million. The financial resources of the Company will not provide sufficient funds for the Companys operations beyond the fourth quarter of 2015, as those operations currently exist. The Company was successful in arranging the further funds needed to continue the execution of its business plan (see Subsequent Events). If the Company is unable to obtain shareholder approval which is required to receive the balance of the $7.15 million of the notes issued on November 5, 2015 additional funding will be required to fund the Companys ongoing operations, working capital, and capital expenditures beyond the first quarter of 2016. Failure to obtain such funds on terms acceptable to the Companys management will require management to substantially curtail, if not cease, operations, which will result in a material adverse effect on the financial position and results of operations of the Company. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that might occur if the Company is unable to continue as a going concern. |
Letter of Intent with LCB Inter
Letter of Intent with LCB International, Inc | 9 Months Ended |
Sep. 30, 2015 | |
Letter Of Intent With Lcb International Inc | |
Letter of Intent with LCB International, Inc. | 10. Letter of Intent with LCB International, Inc. On June 13, 2015, the Company entered into a Binding Letter of Intent with LCB International, Inc., a British Virgin Islands corporation, regarding an exclusive license of the Companys intellectual property portfolio of PbC technology for various applications (including, but not limited to related e-energy solutions for motive and stationary applications, including, but not limited to e-scooter, commercial, light and off road vehicles and grid storage (Products) of the Companys PbC technology (Technology) in the Peoples Republic of China, Taiwan, Macao and Hong Kong (Territory). As of September 30, 2015, LCB had paid the $250,000 earnest money deposit to the Company, which is included in other current liabilities in the accompanying September 30, 2015 balance sheet. On August 17, 2015, the Company reported that it had extended the exclusivity period under its Binding Letter of Intent with LCB until September 13, 2015. The exclusivity period expired with no further extension although the Company has continued to negotiate in good faith with regard to reaching a comprehensive set of agreements as contemplated under the Binding Letter of Intent. The parties are currently in discussion regarding an alternate structure focused on technology licensing. |
Subsequent events
Subsequent events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent events | 11. Subsequent events $9 Million Financing Transaction On November 4, 2015, the Company entered into a financing transaction for the sale of Senior Notes (Notes) and Warrants issued by the Company (Warrants) with gross proceeds of $9 million to the Company. Upon closing of the sale of the Notes and Warrants (Closing), the Company received cash proceeds of $1.85 million and deposited an additional $7.15 million into a series of control accounts in the name of the Company. The Company is permitted to withdraw funds from our control accounts (i) in connection with certain conversions of the Notes or (ii) otherwise, as follows: $1,000,000 on each 30 day anniversary of the commencing on the 30 th The Company received approximately $1.7 million in net proceeds at Closing, which occurred on November 5, 2015, after deducting our placement agents fee of $138,750. Offering expenses, other than our placement agents fee, are approximately $100,000, which will be paid out of the proceeds at Closing. At each Funds Release, the Company will receive approximately $925,000 in net proceeds, after deducting the placement agents fee of $75,000. The following is intended to provide a summary of the terms of the agreements and securities described above. This summary is qualified in its entirety by reference to the full text of the agreements, each of which is attached as an exhibit to our Current Report on Form 8-K dated November 4, 2015. Readers should review those agreements for a complete understanding of the terms and conditions associated with these transactions. Securities Purchase Agreement The Notes and Warrants were issued pursuant to the terms of a Securities Purchase Agreement (Purchase Agreement) among us and the Investors. The Purchase Agreement provided for the sale of the Notes and Warrants for gross proceeds of $9 million to us. Notes Ranking The Notes are senior unsecured obligations of the Company. Maturity Date Unless earlier converted or redeemed, the Notes mature 14 months from the Closing (Maturity Date), subject to the right of the investors to extend the date (i) if an event of default under the Notes has occurred and is continuing or any event shall have occurred and be continuing that with the passage of time and the failure to cure would result in an event of default under the Notes and (ii) for a period of 20 business days after the consummation of a fundamental transaction if certain events occur. Interest The Notes bear interest at the rate of 9% per annum which is compounded monthly, on the first calendar day of each calendar month. The interest rate will increase to 18% per annum upon the occurrence and continuance of an event of default (as described below). Interest on the Notes is payable in arrears on each installment date (as defined below). If a holder elects to convert or redeem all or any portion of a Note prior to the Maturity Date, all accrued and unpaid interest on the amount being converted or redeemed will also be payable. If the Company electe to redeem all or any portion of a Note prior to the Maturity Date, all accrued and unpaid interest on the amount being redeemed will also be payable. The amount of interest due at any time is the amount of any interest that, but for any conversion, installment conversion, acceleration or redemption hereunder on such given date, would have accrued with respect to the conversion amount or installment amount being converted or redeemed under the Note at the interest rate for the period from such given date through the maturity date of the Note. Conversion All amounts due under the Notes are convertible at any time, in whole or in part, at the option of the holders into shares of our common stock at a fixed conversion price, which is subject to adjustment as described below. The Notes are initially convertible into shares of our common stock at the initial price of $1.23 per share. This conversion price is subject to adjustment for stock splits, combinations or similar events and full ratchet antidilution provisions. Payment of Principal and Interest The Company has agreed to make amortization payments with respect to the principal amount of each Note in shares of our common stock, subject to the satisfaction of certain equity conditions, or at our option, in cash on each of the following installment dates: · the twenty-first trading day after the earlier of (x) the initial effective date of a registration statement filed in connection with this offering or (y) January 20, 2016; the first trading day of the calendar month immediately following the initial installment date (or if such date is less than twenty trading days after the initial installment date, the second calendar month immediately following the initial installment date to the extent); and then each month through and including the Maturity Date, each in an amount equal to 1/12 of the principal amount of each Note. Acceleration and Deferral of Amortization Amounts During each period after an installment date and prior to the immediately subsequent installment date, a holder may elect to accelerate the amortization of the Note at the applicable amortization conversion price for such prior installment date with respect to any given installment period, the holder may not elect to effect any acceleration during such installment period if either (x) in the aggregate, all the accelerations in such installment period exceeds the sum of two (2) other installment amounts, or (y) accelerations have been consummated in four (4) prior installment periods. The holder of a Note may, at the holders election by giving notice to us, defer the payment of the installment amount due on any installment dates, in whole or in part, to another installment date, in which case the amount deferred will become part of such subsequent installment date and will continue to accrue interest. Events of Default The Notes contain standard and customary events of default including but not limited: (i) failure to register our Common Stock within certain time periods; (ii) failure to make payments when due under the Notes; and (iii) bankruptcy or insolvency of the Company. If an event of default occurs, each holder may require us to redeem all or any portion of the Notes (including all accrued and unpaid interest thereon), in cash, at a price equal to the greater of (i) up to 125% of the amount being redeemed, depending on the nature of the default, and (ii) the intrinsic value of the shares of Common Stock then issuable upon conversion of the Note. Fundamental Transactions The Notes prohibit us from entering into specified transactions involving a change of control, unless the successor entity assumes in writing all of our obligations under the Notes under a written agreement. In the event of transactions involving a change of control, the holder of a Note will have the right to require us to redeem all or any portion of the Note it holds (including all accrued and unpaid thereon) at a price equal to the greater 125% of the amount of the Note being redeemed and the intrinsic value of the shares of Common Stock then issuable upon conversion of the Note being redeemed. Limitations on Conversion and Issuance A Note may not be converted and shares of common stock may not be issued under the Notes if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of our outstanding shares of common stock. At each holders option, the note blocker may be raised or lowered to any other percentage not in excess of 9.99%. Warrants The Warrants entitle the holders of the Warrants to purchase, in aggregate, 10,975,608 million shares of our common stock. The Warrants will expire 24 months from the Closing Date. The Warrants are initially be exercisable at an exercise price equal to the lower of $1.29 and 85% of the market price at the time of exercise, subject to certain adjustments. The Warrants may be exercised for cash, provided that, if there is no effective registration statement available registering the exercise of the Warrants, the Warrants may be exercised on a cashless basis. This prospectus does not cover the shares of common stock issuable from time to time upon exercise of the Warrants. The Company anticipates filing a registration statement covering the shares of common stock issuable upon the exercise of the Warrants prior to the time the Warrants become exercisable. The exercise price of the Warrants is subject to adjustment for stock splits, combinations or similar events, and, in this event, the number of shares issuable upon the exercise of the Warrant will also be adjusted so that the aggregate exercise price shall be the same immediately before and immediately after the adjustment. In addition, the exercise price is also subject to a full ratchet anti-dilution adjustment if we issue or are deemed to have issued securities at a price lower than the then applicable exercise price. Limitations on Exercise The Warrants may not be exercised if, after giving effect to the exercise, the holder of the Warrant together with its affiliates would beneficially own in excess of 4.99% of our outstanding shares of common stock. At each holders option, the warrant blocker applicable to the exercise of the Warrants may be raised or lowered to any other percentage not in excess of 9.99%. Fundamental Transactions The Warrants prohibit us from entering into specified transactions involving a change of control, unless the successor entity assumes all of our obligations under the Warrants under a written agreement before the transaction is completed. Registration Rights Agreement The Company entered into a Registration Rights Agreement with the Holders as of the date of Closing. Under this Agreement, the Company has agreed to register 200% of the shares issuable under the Notes and 125% of the shares issuable under the Warrants, with filing to occur no later than 15 days of the Closing and with effectiveness to occur no later than 75 days of the Closing. If we are unable to meet either of these deadlines, we may be required to pay certain cash damages under the Registration Rights Agreement or, with the passage of additional time, an Event of Default under the Notes may occur. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories consist of the following: September 30, 2015 December 31, 2014 Raw materials and components $ 424,617 $ 601,196 Work in process 604,371 639,957 Finished goods 92,565 80,263 Inventory reserves (277,138 ) (184,468 ) $ 844,415 $ 1,136,948 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of warrants | Warrants consist of the following: Shares Weighted Weighted average Outstanding at January 1, 2015 2,223,284 $ 114.15 5.0 Granted 513,081 2.63 5.0 Exercised (2,121,729 ) - - Outstanding at September 30, 2015 614,636 $ 12.79 4.7 |
Equity Compensation (Tables)
Equity Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of outstanding compensatory options | Outstanding compensatory options consist of the following: Weighted Average Number of Exercise Fair Remaining Aggregate Outstanding at January 1, 2015 3,872 $ 1,381.80 $ 505.40 3.8 $ - Granted 12,766 35.00 15.00 5.5 - Forfeited or lapsed (1,386 ) 997.96 469.91 - - Outstanding at September 30, 2015 15,252 $ 288.51 $ 98.76 5.1 $ - Exercisable at September 30, 2015 10,037 $ 419.80 $ 138.68 4.6 $ - |
Schedule of non-vested compensatory stock options | All non-vested compensatory stock options consist of the following: All Options Shares Weighted Average Subject to future vesting at January 1, 2015 1,216 $ 155.05 Granted 12,766 15.00 Forfeited or lapsed (1,056 ) 195.35 Vested (7,711 ) 13.24 Subject to future vesting at September 30, 2015 5,215 $ 21.98 |
Senior Convertible Notes and 20
Senior Convertible Notes and Warrants, Subordinated Notes and Warrants and Convertible Bridge Notes (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Senior Convertible Notes And Warrants Subordinated Notes And Warrants And Convertible Bridge Notes Tables | |
Schedule of senior convertibles notes | The balance at September 30, 2015 related to the Senior Convertibles Bridge Notes was comprised of: Senior Convertible Bridge notes payable, related and unrelated parties at August 10, 2015 $ 600,000 Fair value allocation of warrants reported asa debt discount (153,169 ) OID (90,000 ) Beneficial conversion feature (179,947 ) Debt discount amortization expense 238,410 Carrying value of Senior Convertible Bridge Notes at September 30, 2015 $ 415,294 |
Public offering of common sto21
Public offering of common stock, Series A warrants and Series B warrants (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Public Offering Of Common Stock Series Warrants And Series B Warrants Tables | |
Schedule of fair value of the series B warrants | The change in the fair value of the Series B warrant liability is as follows: Fair Value Series B warranty liability, January 1, 2015 $ 2,930,335 Series B warrants exercised (3,500,126 ) Revaluation of remaining Series B warrants 639,989 Series B warrant liability, September 30, 2015 $ 70,198 |
Financial Statements (Details N
Financial Statements (Details Narrative) | Jul. 14, 2015 | Sep. 08, 2014 | Sep. 30, 2015Numbershares | Dec. 31, 2014shares |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Number of subsidiaries | Number | 2 | |||
Stockholders' equity, reverse stock split | 1-for-35 | 1-for-50 | ||
Stock issued during period, shares, reverse stock splits | 582,728 | 244,537 |
Inventories (Details)
Inventories (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Accounting Policies [Abstract] | ||
Raw materials and components | $ 424,617 | $ 601,196 |
Work in process | 604,371 | 639,957 |
Finished goods | 92,565 | 80,263 |
Inventory reserves | (277,138) | (184,468) |
Inventory, Net | $ 844,415 | $ 1,136,948 |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | Aug. 07, 2015 | Jul. 14, 2015 | Sep. 08, 2014 | Sep. 30, 2015 | Aug. 25, 2015 | Jun. 30, 2015 |
Reverse stock split | 1-for-35 | 1-for-50 | ||||
Warrants issued in conjunction with the Convertible Bridge Notes | 510,000 | |||||
Minimum amount for stockholders' equity for continued listing | $ 2,500,000 | $ 570,824 | ||||
Series B Warrants [Member] | ||||||
Derivative liability | $ 34,521 | |||||
Warrant [Member] | ||||||
Derivative liability | $ 614,636 | |||||
Reverse stock split | 1-for-35 |
Warrants (Details)
Warrants (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding at beginning | 2,223,284 |
Granted | 513,081 |
Exercised | (2,121,729) |
Outstanding at ending | 614,636 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |
Outstanding at beginning | $ / shares | $ 114.15 |
Granted | $ / shares | $ 2.63 |
Exercised | $ / shares | |
Outstanding at ending | $ / shares | $ 12.79 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Roll Forward] | |
Outstanding at beginning | 5 years |
Granted | 5 years |
Outstanding at ending | 4 years 8 months 12 days |
Equity Compensation (Details Na
Equity Compensation (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Stock based compensation expense | $ 194,771 | $ 116,598 |
Unrecognized compensation related to non-vested options granted | $ 109,394 | |
Weighted average period for unrecognized compensation | 2 years 3 months 18 days | |
Number of options granted | 12,766 | |
Non Independen Director [Member] | ||
Stock based compensation expense | $ 49,500 | |
Independent Director's [Member] | ||
Stock based compensation expense | $ 112,793 | $ 71,664 |
Two Options [Member] | ||
Number of options granted | 5,194 | |
Expected volatility | 186.00% | |
Risk-free interest rate | 1.10% | |
Dividend yield | 0.00% | |
Expected term | 5 years | |
Exercise price | $ 35 | |
One Options [Member] | ||
Number of options granted | 7,572 | |
Expected volatility | 71.10% | |
Risk-free interest rate | 0.85% | |
Dividend yield | 0.00% | |
Expected term | 5 years | |
Exercise price | $ 35 |
Equity Compensation (Details)
Equity Compensation (Details) | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding at beginning balance | shares | 3,872 |
Granted | shares | 12,766 |
Forfeited or lapsed | shares | (1,386) |
Outstanding at ending balance | shares | 15,252 |
Exercisable at ending balance | shares | 10,037 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |
Outstanding at beginning balance | $ 1,381.80 |
Granted | 35 |
Forfeited or lapsed | 997.96 |
Outstanding at ending balance | 288.51 |
Exercisable at ending balance | 419.80 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Fair Value [Roll Forward] | |
Outstanding at beginning balance | 505.40 |
Granted | 15 |
Forfeited or lapsed | 469.91 |
Outstanding at ending balance | 98.76 |
Exercisable at ending balance | $ 138.68 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Roll Forward] | |
Outstanding at beginning balance | 3 years 9 months 18 days |
Granted | 5 years 6 months |
Outstanding at ending balance | 5 years 1 month 6 days |
Exercisable at ending balance | 4 years 7 months 6 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Aggregate Intrinsic Value [Roll Forward] | |
Outstanding at beginning balance | $ | |
Granted | $ | |
Forfeited or lapsed | $ | |
Outstanding at ending balance | $ | |
Exercisable at ending balance | $ |
Equity Compensation (Details 1)
Equity Compensation (Details 1) | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | |
Subject to future vesting at beginning balance | 1,216 |
Granted | 12,766 |
Forfeited or lapsed | (1,056) |
Vested | (7,711) |
Subject to future vesting at ending balance | 5,215 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |
Subject to future vesting at beginning balance | $ / shares | $ 155.05 |
Granted | $ / shares | 15 |
Forfeited or lapsed | $ / shares | 195.35 |
Vested | $ / shares | 13.24 |
Subject to future vesting at ending balance | $ / shares | $ 21.98 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details Narrative) | 9 Months Ended |
Sep. 30, 2015shares | |
Weighted average number of shares outstanding, diluted | 938,363 |
Series B Warrants [Member] | |
Number of warrants unexercised | 34,521 |
Number of remaining warrants unexercised | 34,521 |
Number of common shares not exercised | 38,837 |
Senior Convertible Notes and 30
Senior Convertible Notes and Warrants, Subordinated Notes and Warrants and Convertible Bridge Notes (Details Narrative) | Aug. 07, 2015USD ($)$ / sharesshares | May. 08, 2013USD ($)$ / sharesshares | Sep. 30, 2015USD ($)Number | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)Number | Sep. 30, 2014USD ($) | Aug. 28, 2015USD ($) | Aug. 11, 2015USD ($) | Dec. 31, 2014USD ($) | Aug. 01, 2014shares |
Debt face amount | $ 291,975 | |||||||||
Net proceeds from debt | $ 510,000 | |||||||||
Amortized deferred financing fees | $ 66,930 | |||||||||
Loss on extinguishment debt | (1,192,189) | |||||||||
Stated previously interest rate | 12.00% | |||||||||
Debt benfical conversion feature | 32 | |||||||||
Notes payable to landlord [Member] | ||||||||||
Deferred lease note payable | $ 291,975 | |||||||||
Number of landlord | Number | 2 | 2 | ||||||||
Subordinated Warrant [Member] | ||||||||||
Number of shares called | shares | 1,097 | |||||||||
Warrant term | 5 years | |||||||||
Exercise price (in dollars per shares) | $ / shares | $ 528.50 | |||||||||
Warrant fair value | $ 304,000 | |||||||||
Expected life | 5 years | |||||||||
Volatility rate | 80.00% | |||||||||
Risk free interest rate | 0.75% | |||||||||
Dividend yield | 0.00% | |||||||||
Senior Warrants [Member] | ||||||||||
Number of shares called | shares | 9,875 | |||||||||
Increase (decrease) fair value derivatives | 2,125,576 | |||||||||
Number of each warrant called | shares | 1.7 | |||||||||
8% Subordinated Convertible Notes [Member] | ||||||||||
Debt face amount | $ 1,000,000 | |||||||||
Net proceeds from debt | $ 1,000,000 | |||||||||
Amortized debt discount | 64,352 | |||||||||
Conversion price (in dollars per shares) | $ / shares | $ 462 | |||||||||
Outstanding principal balance | $ 65,000 | $ 65,000 | $ 65,000 | |||||||
Effective interest rate | 8.00% | |||||||||
Senior Convertible Note Due 2015-02-08 [Member] | ||||||||||
Debt face amount | $ 9,000,000 | |||||||||
Net proceeds from debt | 2,760,000 | |||||||||
Placement agent fees | 240,000 | |||||||||
Offering expenses | 494,500 | |||||||||
Gross proceeds from debt | $ 6,000,000 | |||||||||
Amortized deferred financing fees | 66,930 | |||||||||
Increase (decrease) fair value derivatives | 32 | |||||||||
Loss on extinguishment debt | 1,192,189 | |||||||||
Amortized debt discount | $ 863,793 | |||||||||
Investor [Member] | Senior Convertible Note [Member] | ||||||||||
Debt face amount | $ 600,000 | $ 600,000 | $ 10,000 | |||||||
Net proceeds from debt | $ 510,000 | |||||||||
Conversion price (in dollars per shares) | $ / shares | $ 1.75 | |||||||||
Stated previously interest rate | 15.00% | |||||||||
Effective interest rate | 12.00% | |||||||||
Debt instrument term | 90 days | |||||||||
Description of debt maturity extension | (i) In the event that and for so long as an event of default is occurring under a Note, (ii) through the date that all shares issued upon conversion of the Note may be resold under Rule 144 without restriction and/or (iii) through the date that is 10 business days after the consummation of a change in control transaction, all as specified in the Notes. | |||||||||
Debt benfical conversion feature | $ 179,947 | $ (179,947) | ||||||||
Investor [Member] | Warrant [Member] | ||||||||||
Warrant term | 5 years | |||||||||
Exercise price (in dollars per shares) | $ / shares | $ 1.75 | |||||||||
Warrant fair value | $ 620,257,550 | |||||||||
Expected life | 5 years | |||||||||
Volatility rate | 100.00% | |||||||||
Risk free interest rate | 1.59% | |||||||||
Dividend yield | 0.00% | |||||||||
Number of each warrant called | shares | 510,000 |
Senior Convertible Notes and 31
Senior Convertible Notes and Warrants, Subordinated Notes and Warrants and Convertible Bridge Notes (Details) - USD ($) | Aug. 07, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Aug. 28, 2015 | Aug. 11, 2015 |
Carrying value of Senior Convertible Bridge Notes, Begining Balance | $ 291,975 | ||||||
Beneficial conversion feature | $ 32 | ||||||
Aggregate amount of the promissory notes | $ 291,975 | ||||||
Earning interest rate | 12.00% | ||||||
Investor [Member] | Senior Convertible Note [Member] | |||||||
Carrying value of Senior Convertible Bridge Notes, Begining Balance | $ 600,000 | $ 600,000 | $ 10,000 | ||||
Fair value allocation of warrants reported asa debt discount | (153,169) | ||||||
OID | (90,000) | (90,000) | |||||
Beneficial conversion feature | $ 179,947 | (179,947) | |||||
Debt discount amortization expense | 238,410 | 238,410 | |||||
Carrying value of Senior Convertible Bridge Notes, Ending balance | 415,294 | 415,294 | |||||
Aggregate amount of the promissory notes | $ 600,000 | $ 600,000 | $ 10,000 | ||||
Earning interest rate | 15.00% |
Public offering of common sto32
Public offering of common stock, Series A warrants and Series B warrants (Details Narrative) - USD ($) | 1 Months Ended | |||
Oct. 29, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Proceeds from issuance initial public offering | $ 6,100,000 | |||
Net proceeds from public offering | $ 5,500,000 | |||
IPO [Member] | ||||
Stock issued during period, shares, new issues | 53,572 | |||
Series A Warrants [Member] | ||||
Number of securities called by warrants or rights | 8,036 | |||
Exercise price of warrants or rights | $ 113.75 | |||
Warrants exercisable period | 5 years | |||
Series B Warrants [Member] | ||||
Number of securities called by warrants or rights | 281,250 | |||
Exercise price of warrants or rights | $ 113.75 | |||
Warrants exercisable period | 15 months | |||
Fair value warrants issued | $ 70,198 | $ 2,930,335 | $ 0 | |
Share price (in dollars per share) | $ 2.36 | $ 0.94 | ||
Series B Warrants [Member] | IPO [Member] | ||||
Number of securities called by warrants or rights | 1,875,000 |
Public offering of common sto33
Public offering of common stock, Series A warrants and Series B warrants (Details) - Series B Warrants [Member] | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Warrant, Fair Value Disclosure [Roll Forward] | |
Warrant liability fair value,beginning | $ 2,930,335 |
Warrants exercised fair value | (3,500,126) |
Revaluation of remaining fair value | 639,989 |
Warrant liability fair value,ending | $ 70,198 |
Going concern (Details Narrativ
Going concern (Details Narrative) - USD ($) | Nov. 05, 2015 | Sep. 30, 2015 |
Going Concern Details Textual | ||
Working capital | $ (200,000) | |
Notes issued | $ 7,150,000 |
Letter of Intent with LCB Int35
Letter of Intent with LCB International, Inc (Details Narrative) - USD ($) | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Aug. 28, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Preferred shares par value (in dollars per shares) | $ 0.005 | $ 0.005 | |||
Debt face amount | $ 291,975 | ||||
Capital expenditure | $ 107,180 | ||||
LCB International, Inc (Binding Letter of Intent) [Member] | |||||
Earnest money deposit | $ 250,000 |
Subsequent events (Details Narr
Subsequent events (Details Narrative) - USD ($) | Nov. 05, 2015 | Nov. 04, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | Aug. 28, 2015 |
Debt face amount | $ 291,975 | ||||
Interest rate of notes | 12.00% | ||||
Subsequent Event [Member] | Senior Notes And Warrants [Member] | Securities Purchase Agreement [Member] | |||||
Maturity description | Notes mature 14 months from the Closing | ||||
Interest rate of notes | 9.00% | 18.00% | |||
Conversion price | $ 1.23 | ||||
Debt instrument redemption description | up to 125% of the amount being redeemed, depending on the nature of the default | ||||
Fundamental transactions percentage | 125.00% | ||||
Conversion of stock description | the holder together with its affiliates would beneficially own in excess of 4.99% of our outstanding shares of common stock. At each holders option, the note blocker may be raised or lowered to any other percentage not in excess of 9.99%. | ||||
Subsequent Event [Member] | Senior Notes And Warrants [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | |||||
Maturity description | The Warrants will expire 24 months from the Closing Date. | ||||
Warrants to purchase | 10,975,608 | ||||
Warrants exercisable at an exercise price | $ 1.29 | ||||
Percentage of exercise price of warrants | 85.00% | ||||
Subsequent Event [Member] | Senior Notes And Warrants [Member] | Registration Rights Agreement [Member] | |||||
Shares issuable percent | 200.00% | ||||
Subsequent Event [Member] | Senior Notes And Warrants [Member] | Registration Rights Agreement [Member] | Warrant [Member] | |||||
Percentage of warrants issuable | 125.00% | ||||
Subsequent Event [Member] | Senior Notes And Warrants [Member] | 9 Million Financing Transaction [Member] | |||||
Proceed from sale of debt | $ 1,700,000 | $ 9,000,000 | $ 925,000 | ||
Cash proceeds | 1,850,000 | ||||
Deposite amount | 7,150,000 | ||||
Debt face amount | $ 1,000,000 | ||||
Placement agent's fee | 138,750 | $ 75,000 | |||
Offering expenses | $ 100,000 |