Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Apr. 08, 2016 | Jun. 30, 2015 | |
Document And Entity Information | |||
Entity Registrant Name | Axion Power International, Inc. | ||
Entity Central Index Key | 1,028,153 | ||
Document Type | 10-K | ||
Trading Symbol | AXPW | ||
Document Period End Date | Dec. 31, 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 Public Float | $ 11,525,426 | ||
Entity Common Stock, Shares Outstanding | 15,669,456 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,015 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
ASSETS | ||
Cash and cash equivalents | $ 1,006,743 | $ 3,436,198 |
Restricted cash | 7,150,003 | |
Accounts receivable, net | 13,057 | $ 9,874 |
Other current assets | 378,013 | 193,974 |
Inventory, net | 279,835 | 1,136,948 |
Total current assets | 8,827,651 | 4,776,994 |
Property and equipment, net | 1,771,641 | 2,072,530 |
Total assets | 10,599,292 | 6,849,524 |
Liabilities and stockholders' equity (deficit) | ||
Accounts payable | 361,022 | 335,936 |
Other liabilities | 790,000 | 293,172 |
Notes payable | 371,263 | 104,777 |
Accrued interest convertible notes | 93,755 | 15,628 |
Subordinated convertible notes | 65,000 | $ 65,000 |
Senior convertible notes, net of discount | 7,085,818 | |
Total current liabilities | $ 8,766,858 | $ 814,513 |
Deferred revenue | 55,871 | |
Note payable | 104,804 | |
Derivative liability | $ 2,153,920 | 2,930,335 |
Total liabilities | $ 10,920,778 | $ 3,905,523 |
Stockholders' equity (deficit) | ||
Convertible preferred stock-12,500,000 shares authorized Series A preferred - 2,000,000 shares designated, $0.005 par value, 0 shares issued and outstanding | ||
Common stock - 100,000,000 shares authorized $0.005 par value 3,967,982 issued and outstanding (206,808 in 2014) | $ 19,841 | $ 1,034 |
Additional paid in capital | 122,556,491 | 118,451,041 |
Retained earnings(deficit) | (122,646,205) | (115,256,461) |
Cumulative foreign currency translation adjustment | (251,613) | (251,613) |
Total stockholders' equity (deficit) | (321,486) | 2,944,001 |
Total liabilities and stockholders' equity (deficit) | $ 10,599,292 | $ 6,849,524 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Convertible preferred stock, authorized | 12,500,000 | 12,500,000 |
Common stock, par value (in dollars per share) | $ 0.005 | $ 0.005 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 3,967,982 | 206,808 |
Common stock, outstanding | 3,967,982 | 206,808 |
Series A Preferred Stock [Member] | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.005 | $ 0.005 |
Convertible preferred stock, designated | 2,000,000 | 2,000,000 |
Convertible preferred stock, issued | 0 | 0 |
Convertible preferred stock, outstanding | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS and COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
Net sales | $ 600,482 | $ 4,648,453 |
Cost of tangible goods sold | 1,162,687 | 5,042,521 |
Cost of goods sold - idle capacity | 1,671,173 | 1,937,802 |
Gross loss | (2,233,378) | (2,331,870) |
Research and development | 944,362 | 2,005,043 |
Selling, general and administrative | $ 3,016,346 | 4,365,665 |
Impairment of assets, net | 2,764,868 | |
Other (income) expense | $ (401,737) | (70,970) |
Operating loss | (5,792,349) | $ (11,396,476) |
Gain on deposit for technology license | $ (250,000) | |
Change in value of senior warrants, loss | $ 2,125,576 | |
Change in value of conversion feature senior notes, (gain) | (32) | |
Change in value of Series B warrants | $ 605,555 | 2,103,344 |
Debt discount amortization expense | 982,258 | $ 928,145 |
Change in value warrants, senior convertible note | 59,262 | |
Placement agent warrants | 23,826 | |
Interest expense, note payable | $ 119,061 | $ 21,472 |
Extinguishment loss on senior notes conversion | 1,192,189 | |
Loss on extinguishment subordinated notes | 58,436 | |
Interest expense on convertible notes | $ 57,433 | 912,644 |
Loss before income taxes | $ (7,389,744) | $ (18,738,250) |
Income taxes | ||
Net loss | $ (7,389,744) | $ (18,738,250) |
Foreign translation adjustment | (2) | |
Comprehensive loss | $ (7,389,744) | $ (18,738,252) |
Basic and diluted net loss per share (in dollars per share) | $ (2.90) | $ (131.78) |
Weighted average common shares outstanding (in shares) | 2,550,528 | 142,193 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Activities | ||
Net Loss | $ (7,389,744) | $ (18,738,250) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | ||
Depreciation expense | 300,888 | 1,423,474 |
Change in value of Series B warrants | 605,555 | $ 2,103,344 |
Change in value warrants, senior convertible note | $ 59,262 | |
Change in value of senior warrants, loss | $ 2,125,576 | |
Change in value of conversion feature senior notes, (gain) | (32) | |
Debt discount amortization expense | $ 982,258 | 678,084 |
Interest accrued, senior convertible notes paid in common stock | 519,277 | |
Debt discount amortization expense on subordinated note | 416,426 | |
Accrued interest Subordinated Notes paid in stock | 106,424 | |
Extinguishment loss on senior notes conversions | 1,325,813 | |
Extinguishment loss on subordinated notes | 58,436 | |
Impairment of assets, net | $ 2,764,868 | |
Allowance for doubtful accounts | $ 10,800 | |
Amortization deferred finance costs | $ 66,930 | |
Net (gain) on sale of assets | (11,935) | |
Placement agent warrants | $ 23,826 | 74,009 |
Stock based compensation expense | 258,009 | $ 168,776 |
Inventory valuation adjustment | 384,227 | |
Changes in operating assets and liabilities | ||
Accounts receivable, net | (13,985) | $ 552,708 |
Other current assets | (111,047) | 20,151 |
Inventory, net | 472,886 | 1,113,689 |
Accounts payable | 244,223 | (84,401) |
Other current liabilities | (19,647) | (59,683) |
Accrued interest | 78,242 | (36,373) |
Deferred revenue | (55,871) | (322,123) |
Net cash (used in) operating activities | $ (4,170,118) | (5,734,812) |
Investing Activities | ||
Other receivables | 29,000 | |
Proceeds from sale of assets | 12,000 | |
Capital expenditures | (106,769) | |
Net cash (used in) investing activities | (65,769) | |
Financing Activities | ||
Repayment of notes payable | $ (140,293) | $ (114,918) |
Proceeds from senior convertible notes | 9,000,003 | |
Proceeds from convertible bridge notes | 510,000 | |
Repayment of bridge loan | $ (235,294) | |
Gross proceeds from sale of common stock | $ 6,099,375 | |
Repayment of subordinated convertible note | (935,000) | |
Payment of public offering and debt issuance costs | $ (243,750) | (762,110) |
Amount provided from (deposited into) restricted cash account | (7,150,003) | 3,780,341 |
Net cash provided by financing activities | 1,740,663 | 8,067,688 |
Net change in cash and cash equivalents | $ (2,429,455) | 2,267,107 |
Effect of exchange rate on cash | (2) | |
Cash and cash equivalents - beginning | $ 3,436,198 | 1,169,093 |
Cash and cash equivalents - ending | 1,006,743 | 3,436,198 |
Supplemental schedule of Cash Flow Information: | ||
Cash paid for interest | $ 94,400 | $ 38,694 |
Cash paid for income taxes | ||
Supplemental schedule of non-cash investing and financing activities: | ||
Interest accrued converted into debt principal | $ 10,592 | $ 66,049 |
Common stock issued for principal payments on senior notes | 2,725,000 | |
Common stock issued to settle liability | $ 9,180 | $ 14,191 |
Reclassification of remaining bridge note to notes payable | $ 10,000 | |
Common stock issues in exchange for senior warrants | $ 2,644,099 | |
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 related to convertible bridge notes | 153,169 | |
Accounts payables converted into promissory note | 291,975 | |
Round up shares | $ 2,914 | |
Cash paid for income taxes | ||
Day one derivative liability related to 2015 senior convertible notes | $ 2,058,894 | |
Offering costs | $ 536,250 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings (Deficit) [Member] | Other Comprehensive Income (loss) [Member] | Total |
Balance at beginning at Dec. 31, 2013 | $ 515 | $ 106,319,542 | $ (96,518,211) | $ (251,611) | $ 9,550,235 |
Balance at beginning (in shares) at Dec. 31, 2013 | 103,087 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Reclassification of derivative liability for warrants exercised | |||||
Stock issuances related to senior convertible notes | $ 117 | 7,213,982 | $ 7,214,099 | ||
Stock issuances related to senior convertible notes (in shares) | 23,325 | ||||
Shares issued to settle accrued interest on Subordinated Note | $ 14 | 106,410 | 106,424 | ||
Shares issued to settle accrued interest on Subordinated Note (in shares) | 2,764 | ||||
Warrants issued to settle debt - Subordinated Note | 58,436 | 58,436 | |||
Placement agent fees | 74,009 | 74,009 | |||
Common stock issuances related to public offering | $ 268 | 4,510,006 | 4,510,274 | ||
Common stock issuances related to public offering (in shares) | 53,572 | ||||
Stock based compensation | $ 2 | 168,774 | 168,776 | ||
Stock based compensation (in shares) | 287 | ||||
Beneficial conversion feature related to bridge notes | $ 1,034 | 118,451,041 | (115,256,461) | (251,613) | $ 2,944,001 |
Debt discount related to convertible bridge notes | 206,808 | ||||
Senior Debt warrants exercised - 9,875 @ 1.7 shares per warrant | $ 84 | (84) | |||
Senior Debt warrants exercised - 9,875 @ 1.7 shares per warrant (in shares) | 16,788 | ||||
True - Up Rounding Shares for Reverse Stock Split | $ 34 | (34) | |||
True - Up Rounding Shares for Reverse Stock Split (in shares) | 6,985 | 6,987 | |||
Net loss | (18,738,250) | $ (18,738,250) | |||
Foreign translation adjustment | (2) | (2) | |||
Comprehensive loss | (18,738,252) | ||||
Balance at ending at Dec. 31, 2014 | $ 1,034 | 118,451,041 | (115,256,461) | (251,613) | $ 2,944,001 |
Balance at ending (in shares) at Dec. 31, 2014 | 206,808 | 206,808 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock issued for Series B warrants exercised | $ 15,681 | (15,681) | |||
Stock issued for Series B warrants exercised (in shares) | 3,136,073 | ||||
Reclassification of derivative liability for warrants exercised | 3,500,126 | $ 3,500,126 | |||
Stock based compensation | $ 212 | 266,977 | 267,189 | ||
Stock based compensation (in shares) | 42,372 | ||||
Placement agent warrants | 23,826 | 23,826 | |||
Beneficial conversion feature related to bridge notes | 179,947 | 179,947 | |||
Debt discount related to convertible bridge notes | 153,169 | $ 153,169 | |||
True - Up Rounding Shares for Reverse Stock Split | $ 2,914 | (2,914) | |||
True - Up Rounding Shares for Reverse Stock Split (in shares) | 582,729 | 582,729 | |||
Net loss | (7,389,744) | $ (7,389,744) | |||
Foreign translation adjustment | |||||
Comprehensive loss | (7,117,017) | $ (7,389,744) | |||
Balance at ending at Dec. 31, 2015 | $ 19,841 | $ 122,556,491 | $ (122,646,205) | $ (251,613) | $ (321,486) |
Balance at ending (in shares) at Dec. 31, 2015 | 3,967,982 | 3,967,982 |
Consolidated Statement of Stoc7
Consolidated Statement of Stockholders' Equity (Deficit) (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Stockholders' Equity [Abstract] | ||
Exercise price of warrant | $ 1.7 | $ 1.7 |
Number of senior debt warrants exercised | 9,875 | 9,875 |
Financial Statements
Financial Statements | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Financial Statements | 1. Financial Statements These consolidated financial statements of Axion Power International, Inc., a Delaware corporation, include the operations of its wholly owned subsidiary; Axion Power Battery Manufacturing, Inc., a Pennsylvania corporation, 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). 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 6,987 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 582,729 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. |
Accounting Policies
Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Accounting Policies | 2. Accounting Policies Use of Estimates : Principles of Consolidation: Segment Reporting: Foreign Currency Translation: Comprehensive Income: Income Fair Value of Financial Instruments Financial Instruments Cash and Cash Equivalents: Restricted cash: Accounts Receivable and Concentration of Credit Risk: Inventory: A summary of inventory at December 31, 2015 and 2014 is as follows: 2015 2014 Raw materials $ 363,559 $ 601,196 Work in process 421,732 639,957 Finished goods 34,581 80,263 Inventory reserves (540,037 ) (184,468 ) $ 279,835 $ 1,136,948 Property and Equipment: A summary of property and equipment at December 31, 2015 and 2014 is as follows: Estimated useful life 2015 2014 Machinery & equipment 3-22 years $ 3,846,567 $ 3,846,567 Less accumulated depreciation (2,074,926 ) (1,774,037 ) Net $ 1,771,641 $ 2,072,530 Depreciation expense was $300,888 and $1,423,474 for the years ended December 31, 2015 and December 31, 2014, respectively. Certain of our machinery and equipment are secured by the Pennsylvania Department of Community and Economic Development in relation to the Machinery and Equipment Loan Fund financing. The loan proceeds of $776,244 were received by us on September 14, 2009. The balance owed on the loan at December 31, 2015 is $123,663, which bears interest at a rate of 5.25% and matures on October 1, 2016. Impairment or Disposal of Long-Lived Assets: Impairment or Disposal of Long-lived Assets Derivative Financial Instruments Derivatives and Hedging Contracts in Entitys own Equity For the convertible notes and warrants issued in November 2015, at inception, the instruments were valued by calibrating the aggregate fair value of the notes and warrants to the transaction price, as required by ASC 820. Calibrating the valuation model to ensure that the model is consistent with the fair value at initial recognition provides a basis for estimating the inputs required in the analysis that are not directly observable. For each subsequent reporting date, the warrants are valued based on the payoff structure, considering the change in assumptions between the inception and the subsequent reporting date. Revenue Recognition : Cost of Sales - Idle Capacity: Grants: Stock based Compensation: Equity-Based Payments to Non-Employees. Income Taxes: Income Taxes Recently Issued Accounting Pronouncements: Balance Sheet Classification of Deferred Taxes. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory In April 2015, the FASB issued ASU 2015-03, Interest Imputation of Interest (Topic 225-20): Simplifying the Presentation of Debt Issue Costs In February 2015, the FASB issued ASU 2015-02, Consolidations (Topic 225-20): Amendments to the Consolidation Analysis 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 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 are currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard in 2018. 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 |
Senior Convertible Notes and Wa
Senior Convertible Notes and Warrants, and Subordinated Notes and Warrants | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Senior Convertible Notes and Warrants, and Subordinated Notes and Warrants | Note 3. Senior Convertible Notes and Warrants, and Subordinated Notes and Warrants On May 8, 2013, the Company consummated the sale of $ 9 million in aggregate principal amount of senior convertible notes (the 2013 Senior Notes) due on February 8, 2015 and warrants (the 2013 Senior Warrants) to various institutional 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 $6.0 million balance of the gross proceeds from the sale of 2013 Senior Notes was deposited into a series of control accounts in the Companys name. Withdrawals from the control accounts were permitted (i) in connection with certain conversions of the 2013 Senior Notes or (ii) otherwise, as follows: $500,000 on each 30-day anniversary of the closing date (May 8, 2013) commencing on the 60 th Securities Purchase Agreement The 2013 Senior Convertible Notes and 2013 Senior Warrants were issued pursuant to the terms of a Securities Purchase Agreement (2013 Purchase Agreement) entered into among us and the Investors. The 2013 Purchase Agreement provided for the sale of the 2013 Senior Notes and 2013 Senior Warrants for gross proceeds of $9,000,000 to us. Ranking - Maturity Date - Interest - Conversion - The 2013 Senior Notes were not convertible with respect to any note holder if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99% of the Companys outstanding shares of common stock. At each holders option, the limit on percentage ownership could have been raised or lowered to any other percentage not in excess of 9.99%, except that any raise would only have been effective upon 61-days prior notice to the Company. Fundamental Transactions The 2013 Senior Notes prohibited the Company from entering into specified transactions involving a change of control, unless the successor entity assumed in writing all obligations under the 2013 Senior Notes under a written agreement. In the event of transactions involving a change of control, the 2013 Senior Notes would have been redeemable whole or in part (including all accrued and unpaid thereon) at a price equal to the greater of 125% of the amount of the face value of the 2013 Senior Note being redeemed and the intrinsic value of the shares of Common Stock then issuable upon conversion of the 2013 Senior Note being redeemed. Warrants The 2013 Warrants entitled the holders to purchase, in the aggregate, 9,875 shares of common stock. The 2013 Warrants were exercisable beginning November 8, 2013. On August 1, 2014, the Company entered into warrant exchange agreements (Warrant Exchange Agreements) with the holders (2013 Senior Warrant holders) of the 2013 Senior Warrants issued in conjunction with the Companys May 7, 2013 senior convertible note financing (2013 Senior Warrants). Pursuant to the Warrant Exchange Agreements, the 2013 Senior Warrant holders exchanged all of the 2013 Senior Warrants for shares of the Companys stock (Shares) at a ratio of 1.7 Shares for each 2013 Senior Warrant exchanged, in a transaction exempt from registration under Section 3(a)(9) of the Securities Act of 1933 as amended. Pursuant to the Warrant Exchange Agreements, the 2013 Senior Warrant holders agreed to the following limitations on the resale of the Shares: Through October 31, 2014, each 2013 Senior Warrant holder could only sell, pledge, assign or otherwise transfer up to 10% of the number of Shares issued to it. From November 1, 2014 through January 31, 2015, each 2013 Senior Warrant holder may have sold, pledged, assigned or otherwise transferred up to an additional 25% of the number of Shares issued to it (up to an aggregate of 35% inclusive of the 10% set forth in the bullet point above). Through January 31, 2015, each 2013 Senior Warrant holder may have sold Shares during any trading day in an amount, in the aggregate, exceeding 15% of the composite aggregate share trading volume of the Companys common stock measured at the time of each sale of securities during such trading day as reported on Bloomberg. Accounting for the Conversion Option and Warrants The Company first considered whether the 2013 Senior Notes met the criteria under ASC 480-10-25-14 to be recorded as a liability and determined that, due to the 2013 Senior Notes differing potential settlement features, it 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 2013 Senior Notes and the exercise price of the 2013 Senior Warrants, the Company determined that the conversion features of the Senior Notes and the exercise features of the Senior Warrants were 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 2013 Senior Notes have been fully paid or converted and the 2013 Senior Warrants fully exercised. The conversion feature of the 2013 Senior Notes was valued using the Monte Carlo simulation model under the following assumptions; (i) expected life of 0.9 years, (ii) volatility of 60%, (iii) risk-free interest rate of 0.10% and (iv) dividend rate of 0. The 2013 Senior Warrants were also valued using the Monte Carlo simulation model, under the following assumptions: (i) expected life of 5 years, (ii) volatility of 80%, (iii) risk-free interest rate of 0.75%, and (iv) dividend rate of zero. The initial fair values of the conversion feature and the warrants were estimated to be $2.9 million and $1.5 million, respectively, totaling $4.4 million. This amount was recorded as debt discount on May 8, 2013 and was amortized over the term of the 2013 Senior Notes using the effective interest method. In addition, debt issuance costs totaling $494,500 were amortized over the term of the note using the effective interest method. During 2014 the change in fair value of $2,125,576 was recorded as a non-cash loss in the consolidated statements of operations and comprehensive loss. As of December 2014 the 2013 Senior Warrants and the conversion feature of the senior note had been fully amortized. During 2014, the Company issued 26,130 shares of common stock at the weighted average conversion price of $190.05 for the $2.725 million remaining principal amount and $542,105 of interest. An extinguishment loss of $1,325,813 was incurred on the final stock issuances related to the debt. Subsequently, the extinguishment loss was reduced by $133,650 which was received as a result of the installment true-up. As of December 31, 2014 there was no remaining principal balance or interest due with respect to the 2013 Senior Notes. Placement Agent Warrants In 2014, the Company issued 656 additional warrants valued at $74,009. The Black Scholes model was used to value warrants with the following assumptions: (i) expected life of 5 years, (ii) volatility of 70%, (iii) risk free interest rate at 1.27% and (iv) dividend yield of zero. The final number of warrants issued through December 31, 2014 was 1,559. Subordinated Convertible Notes and Subordinated Warrants Simultaneously with the closing of the $9,000,000 principal amount 2013 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 2013 Senior Notes. The Subordinated Notes bear interest at the rate of 8% per year. Once 2/3 of the 2013 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 2013 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 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. Holders of 2/3 of the Subordinated Notes are affiliates who have verbally agreed to a revised due date of December 31, 2015. 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. The relative value of the warrants to the subordinated note was $263,000, and recorded as original debt discount. During the twelve months ended December 31, 2014, debt discount amortization related to the Subordinated Notes amounted to $64,352. The outstanding principal balance at December 31, 2015 and December 31, 2014, related to the Subordinated Notes is $65,000. These notes still remain outstanding as a result of an informal agreement with the holders which are all Company insiders that the Companys cash resources should be diverted to other better uses until the financial situation improves and because the November 2015 investors required that no insider payments be made until June 2016. As the conversion feature of the Subordinated 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 On June 30, 2014, the Company entered into an amended note with respect to that certain $735,000 principal amount Subordinated Note issued to Robert Averill on May 7, 2013. The amendment to the note increased the principal amount to $801,049 which was the original principal amount of the note plus accrued and unpaid interest to June 18, 2014. The interest rate on the note was increased to 9% per annum commencing June 30, 2014, and the interest increased 1% per month, commencing on September 16, 2014 until the Note was paid in full. This amended note extended the maturity date to the earlier of December 31, 2014 or the date on which the Company consummates one or more financing transactions of at least $10 million in the aggregate. On December 12, 2014 the Company repaid the principal balance of $735,000 to Mr. Averill and issued 2,764 shares of common stock, valued at $106,424 in lieu of a cash payment for interest. As part of the debt settlement, Mr. Averill was also given 2,764 warrants. The warrants were valued using Black-Scholes Merton model, under the following assumptions: (i) expected life of 5 years, (ii) volatility 186%, (iii) risk free interest rate of 0.98% and (iv) dividend rate of zero. The exercise price of these warrants is $35.00 and have a 5-year exercisable life. The value of the warrants issued was estimated to be $58, 436. Fair Value Disclosure The Company has three Level 3 financial instruments - Series B warrants associated with the public offering of common stock, Senior Warrants and the conversion feature associated with the 2015 Senior Notes, which are recorded at fair value on a periodic basis. The Series B warrants, Senior Warrants and the conversion feature 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. The fair value of the warrants and the conversion feature are estimated using the Monte Carlo simulation model. The following table represents the Companys fair value hierarchy for items that are required to be measured at fair value on a recurring basis. In addition, the Company has warrants and a conversion feature related to the Private Placement note dated November 5, 2015. For the warrants issued in 2015, at inception, the warrants were valued by calibrating the aggregate fair value of the notes and warrants to the transaction price, as required by ASC 820. Calibrating the valuation model to ensure that the model is consistent with the fair value at initial recognition provides a basis for estimating the inputs required in the analysis that are not directly observable. For each subsequent reporting date, the warrants were valued based on the payoff structure, considering the change in assumptions between the inception and the subsequent reporting date. The key assumptions at inception were utilized in both the valuations of the 2015 private placement notes and warrants as follows: (i) risk free interest rate 0.47%, (ii) credit spread break point $0.72 (iii) credit spread 60%, (iv) volatility 50%, (v) stock price $1.14, (vi) negotiation discount 65%. As of December 31, 2015 and 2014, the following tables represent the fair value of the warrant liabilities. 2015 Fair Value Level 1 Level 2 Level 3 Series B warrant liability $ 35,764 - - $ 35,764 Senior convertible note and warrant liability 2,118,156 - - 2,118,156 $ 2,153,920 $ 2,153,920 2014 Fair Value Level 1 Level 2 Level 3 Series B warrant liability $ 2,930,335 - - $ 2,930,335 |
Public offering of common stock
Public offering of common stock, Series A warrants and Series B warrants | 12 Months Ended |
Dec. 31, 2015 | |
Public Offering Of Common Stock Series Warrants And Series B Warrants | |
Public offering of common stock, Series A warrants and Series B warrants | Note 4 - 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. As a result of the July 14, 2015 1-for-35 reverse split, the exercise price of the Series A warrants is $113.75 per share. 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 were listed on the Nasdaq Capital Market under the symbols AXPW and AXPWW, respectively, until February 2016, when both issues were removed to the OTCQB under the same trading symbols. On June 15, 2015, as the result of an agreement with the holders of our Series A warrants and Series B warrants, we adjusted the terms of our Series A warrants so that the exercise price was reduced to $.50, which number was changed to $17.50 as a result of our July 14, 2015 1-for -35 reverse stock split. 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 December 31, 2015 and December 31, 2014, the fair value of the Series B Warrant was estimated to be $35,764 and $2,930,335, respectively. Using the Monte Carlo simulation model to calculate the mark to market valuation at December 31, 2015, the following key assumptions were used in determining the fair value: (i) expected life 1 month, (ii) volatility of 50.0%, (iii) risk free interest rate of 0.14%, (iv) dividend rate of zero, (v) stock price of $0.93, and (vi) exercise price of $1.0463. Using the Monte Carlo simulation model to calculate the mark to market valuation at December 31, 2014, the following assumptions were used: (i) expected life 13 months, (ii) volatility of 99.0%, (iii) risk free interest rate of 0.28%, (iv) dividend rate of zero, (v) stock price of $0.94, and (vi) exercise price of $3.25. The change in the fair value of the Series B warrant liability is as follows: Fair Value Series B warrant liability, January 1, 2014 $ 2,930,335 Reclassification of Derivative Liability for Series B warrants exercised (3,500,126 ) Revaluation of remaining Series B warrants 605,555 Series B warrant liability, December 31, 2015 $ 35,764 Bridge Notes On August 7, 2015, the Company entered into a securities purchase agreement (Bridge Agreement) with several accredited investors, including one director of the Company (each, a Bridge Investor) pursuant to which it sold $600,000 principal amount of Senior Convertible Notes (Bridge Notes) to the Bridge Investors. The transaction was approved by the Companys Board of Directors on August 5, 2015. The Bridge Notes carried an original issue discount of 15% so that the gross amount of proceeds to the Company (before expenses) was $510,000. The Bridge Notes bore interest at the rate of 12% per annum, and the interest was payable in cash upon repayment of the Bridge Notes or in shares of the Companys common stock upon conversion of the Bridge Notes. The Bridge Notes had a term of 90 days from the date of issuance. The holders of the Notes were issued one five-year warrant (Bridge Warrants) for each $1.00 of principal amount of the Bridge Note invested (510,000 warrants in total). Each Bridge Warrant has an exercise price of $1.75 per share. The Bridge Agreement, Bridge Notes and Bridge 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 was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D, as promulgated thereunder. The fair value of the warrants issued in conjunction with the 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 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 On November 5, 2015, $363,530 of principal and accrued and unpaid interest of our Bridge Notes was exchanged for an additional note in the principal amount of $363,530 with the same terms as the convertible notes issued in our November 5, 2015 private placement of notes and warrants, and an additional 443,328 warrants were issued with the same terms as the warrants issued in the November 5, 2015 private placement. On November 10, 2015, the Company paid $235,294 in principal and $7,074 in interest to settle a portion of the Bridge Notes. The remaining balance at December 31, 2015 related to the Bridge Notes was $11,765. The final $11,765 in principal and $588 in interest with respect to the August 2015 Bridge Notes was paid on January 7, 2016. The fair value of the warrants and the beneficial conversion feature were recorded as a debt discount and were amortized over the life of the Bridge Notes. As of December 31, 2015, the debt discount and beneficial conversion feature have been fully amortized. Notes with Landlords The Companys two landlords agreed to extend the payment date of an aggregate $291,975 due in lease payments until December 31, 2015. At December 31, 2015, the Company renegotiated the repayment of the Notes with the landlords. At that time the Company made payment of $67,000 to Becan Development, the landlord for its Greenridge facility, which included $54,375 of principal and $12,625 of accrued interest. The remainder of the note was extended into four monthly installments of $25,000 plus accrued interest, commencing on January 1, 2016 and concluding on April 1, 2016. The Company expects to relocate to the Clover Lane facility by April 30, 2016. The negotiation with S&S Partnership, the landlord for the Clover Lane facility, resulted in an agreement to pay back the note in eight equal installments commencing January 1, 2016 and concluding on August 1, 2016. The amount to be paid monthly is $18,125, consisting of $17,200 of principal and $925 of accrued interest. Description of the 2015 Private Placement On November 4, 2015, we entered into a financing transaction for the sale of convertible notes and warrants issued by us with gross proceeds of $9,000,000 to us. Upon closing of the sale of the notes and warrants, which occurred on November 5, 2015, we received cash proceeds of $1.85 million and deposit of an additional $7.15 million into a series of control accounts in our name. Under the original terms of the notes, we are 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 We 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, were approximately $100,000, which were paid out of the proceeds at Closing. At each release of funds starting on May 2, 2016, we will receive approximately $620,000 in net proceeds, after deducting our placement agents fee of $50,000. The initial conversion price of the notes was $1.23 per share (for optional conversions only and not Company amortization payments), and the initial exercise price of the 10,975,608 warrants was $1.29 per share. As a result of the rollover of $363,530 of principal amount and accrued and unpaid interest of our August 2015 Bridge Notes, an additional note in the principal amount of $363,530 of notes, and an additional 443,328 warrants were issued to replace the rolled over Bridge Notes. The $9,363,530 of outstanding principal bears interest at 9% per annum and shall be repaid or converted at monthly installment dates over a 14-month period. Additionally, the notes are convertible by the holder at any time after issuance. Pursuant to the optional conversion feature of these notes (as opposed to the monthly Company conversions which are at a discount formula as set forth below), the Company would deliver the number of shares of common stock equal to the outstanding principal amount, accrued interest amount, and a make whole amount equal to the interest that would be accrued on the conversion amount until maturity, divided by the fixed conversion price of $1.23. Additionally, a portion of the outstanding amount is exchanged for common shares at each Monthly Installment Date at a conversion price equal to the lower of the conversion price in effect and 85% of the fair value of the common shares the trading day prior to the installment date. The number of common shares deliverable under the contract is limited by a beneficial ownership cap of 4.99% for any single investor. As the Company was required to separate the conversion option in the notes under ASC 815, Derivatives and Hedging, At inception, the warrants were valued by calibrating the aggregate fair value of the notes and warrants to the transaction price, as required by ASC 820. Calibrating the valuation model to ensure that the model is consistent with the fair value at initial recognition provides a basis for estimating the inputs required in the analysis that are not directly observable. For each subsequent reporting date, the warrants are valued based on the payoff structure, considering the change in assumptions between the inception and the subsequent reporting date. The conversion feature fair value is determined at inception and for each reporting date using a with and without analysis, based on the payoff structure of the notes. The same key assumptions utilized in the warrants valuation were considered in the conversion feature fair value, Using the Calibration model, to calculate the mark to market value at December 31, 2015, the following key assumptions were utilized in both the valuations of the notes and warrants as follows: (i) risk free interest rate 0.66%, (ii) credit spread break point $0.72 (iii) credit spread 90%, (iv) volatility 53%, (v) stock price $0.42, (vi) negotiation discount 90.7%. Derivative liability relating to the 2015 Private Placement The change in the fair value of the 2015 Private Placement derivative liability is as follows: Private Placement derivative liability, November 5, 2015 $ 2,058,894 Revaluation of Private Placement Derivative liability 59,262 Private Placement Derivative liability December 31, 2015 $ 2,118,156 Securities Purchase Agreement The notes and warrants were issued pursuant to the terms of a Securities Purchase Agreement among us and the investors named therein. The Purchase Agreement provided for the sale of the notes and warrants for gross proceeds of $9,000,000 to us. Notes Ranking The notes are senior unsecured obligations of us. Maturity Date Unless earlier converted or redeemed, the notes mature 14 months from the Closing, 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 and are 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 we elect 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. Optional 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 We have 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) May 2, 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 1/11 of the principal amount of each note. Payment in stock is at 85% of the market price based upon a variable weighted average price formula. As a result of the amendment agreements entered into by us with each selling stockholder on January 28, 2016, an additional $1.8 million was released from the controlled accounts on January 28, 2016, starting on May 2, 2016, and continuing for seven consecutive months thereafter on the 1 st 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 us. 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%. As a result of the January 28, 2016 amendment agreements, there is no exchange cap in this transaction. January 28, 2016 Amendment Agreements On January 28, 2016, we entered into amendment agreements with each of the selling stockholders with respect to the November 5, 2015 private placement exempt from securities registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D. On or about November 20, 2015, we filed a registration statement on Form S-1 to register the Registrable Securities, and as a result of comments received from the SEC, we withdrew this original S-1 on January 21, 2016. Subsequent to the withdrawal of the original S-1, we sought to make certain amendments to the terms of the securities purchase agreement and registration rights agreement, entered into in connection with the sale of the senior secured convertible notes, as well as to the notes. The amendments are embodied in the amendment agreements with each of the buyers. Changes to the securities purchase agreement are as follows: · The term principal market was changed from the Nasdaq Capital Market to the OTCQB. This change was also made in the notes and accompanying warrants for conformity. · Section 4(d) was amended to add the following at the end of the Section. Until the later of June 2, 2016 and the date on which the Buyers are eligible to resell all shares of Company Common Stock underlying the Notes and Warrants (assuming cashless exercise of the Warrants) without restriction under Rule 144 (assuming such Buyers are not then affiliates of we), we may not make any payments to Affiliates of we other than (i) up to $11,800 to repay, in full, that certain bridge note issued by we to Walker Wainwright; (ii) director and Board committee fees in the ordinary course of business, consistent with past practices, to its non-management directors accruing on or after January 1, 2016 in an amount not to exceed $25,000, in the aggregate, per calendar quarter, (iii) current compensation arrangements (but not accrued and unpaid obligations for compensation to current and former officers of we) to its executive officers upon terms and conditions publicly existing as of December 31, 2015 and/or disclosed on a Current Report on Form 8-K on January 27, 2016; (iv) stock options and/or restricted stock as per normal Board of Directors policy; and (v) customary, reasonable and usual travel and lodging expenses for Company business. · We no longer have the obligation to obtain shareholder approval for the issuance of securities with respect to the private placement as we are moving our listing to the OTCQB which does not require shareholder approval for issuance of securities in this transaction. Accordingly, the exchange cap at 19.9% of issued and outstanding shares was also omitted. Changes to the notes are as follows: · The definition of an event upon which funds can be released from any of the controlled accounts was amended to read as follows: Controlled Account Release Event means, as applicable, (i) with respect to any Restricted Principal designated to be converted in a Conversion Notice, our receipt of both (A) such Conversion Notice hereunder executed by the Holder in which all, or any part, of the Principal to be converted includes any Restricted Principal and (B) written confirmation by the Holder that the shares of Common Stock issued pursuant to such Conversion Notice have been properly delivered in accordance with Section 3(c) (in each case, as adjusted, if applicable, to reflect the withdrawal of any Conversion Notice, in whole or in part, by the Holder, whether pursuant to Section 3(c)(ii) or otherwise), (ii) our receipt of a notice by the Holder electing to effect a release of any Restricted Principal to we, (iii) on the date of execution of the certain Amendment Agreements, dated January 28, 2016, by and among we and certain holders of the Notes, which act as an amendment to the Notes, $1,800,000, and (iv) on May 2, 2016, and the first Trading Day of each of the subsequent seven calendar months thereafter, the lesser of (x) the amount of Restricted Principal then outstanding hereunder and (y) the Holder Pro Rata Amount of $668,750; provided, in the case of clause (iv) above, as of such date of determination, no Equity Conditions Failure then exists. The Buyer hereby waives all Equity Condition Failures existing on or before the date of this Agreement. · Each existing note is being split into two notes, one of which is in the principal amount of the buyers pro rata portion of the initial $3,650,000 principal amount of funds released from the controlled accounts, and the second of which represents the remaining principal amount of the original note issued to that buyer. Changes to the registration rights agreement are as follows: · The filing deadline for the initial registration statement (registering shares to be issued upon conversion of the $3,650,000 principal amount of the notes and interest thereon representing the total amount of funds released from the controlled accounts to date) was changed to January 29, 2016, and the effectiveness deadline for the initial registration statement was changed to February 16, 2016. · The number of registrable securities was reduced to 10,735,296 shares of our common stock which may be issued upon conversion of up to $3.65 million principal amount of the notes and 966,178 shares of our common stock which may be issued upon conversion of interest due and owing on the released $3.65 million principal amount. · The initial notice date for installment payments by us is now the earlier of the effectiveness date of the registration statement being filed on January 29, 2016, and May 2, 2016. Warrants The warrants entitle the holders of the warrants to purchase, in aggregate, 11,418,936 (10,975,608 shares from the November 5, 2015 closing and 443,328 shares from the rollover of Bridge Notes described at the beginning of this section) shares of our common stock. The warrants will expire November 5, 2017. The Warrants are initially 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. 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 We entered into a Registration Rights Agreement with the Holders as of the date of Closing. Under this Agreement, we have 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. As a result of the January 28, 2016 amendment, the Company is only required to register shares of stock upon conversion of $3.65 million principal amount of the notes, and interest thereon with a 200% reserve for registration. Senior Convertible Notes, Bridge Notes and 2015 Private Placement Debt Rollforward: The balance at December 31, 2015 and 2014 related to the Senior Convertible Notes was comprised of: Balance- December 31, 2014 $ - Senior convertible bridge notes, issued August 7, 2015 600,000 Debt discount on senior convertible bridge notes (421,081 ) Amortization of senior convertible bridge notes 421,081 Repayment of senior convertible bridge notes (235,294 ) Conversion of senior convertible bridge notes into senior convertible notes, November 4, 2015 (363,530 ) Senior convertible notes, issued November 4, 2015 9,363,530 Debt discount on senior convertible notes (2,840,065 ) Amortization of senior convertible notes payable 561,177 Balance- December 31, 2015 $ 7,085,818 |
Other Income
Other Income | 12 Months Ended |
Dec. 31, 2015 | |
Component of Operating Income [Abstract] | |
Other Income | Note 5 Other Income For the year ended December 31, 2015, the Company recognized $401,737 in other income. The Company also sold various zero value equipment, as well as use of the Turbo Start trademark for $420,000. For this transaction, the Company received $255,000 and a note receivable of $165,000. Net gain on this sale which included $32,000 in inventory and related commissions was $367,687. The Company then sold additional zero value equipment with a gain of $34,050. This note receivable is being paid to the Company over an eight-month period commencing January 15, 2016 and for seven subsequent months thereafter at the rate of $15,000 per month. In addition, the Company recognized a gain on deposit for the nonrefundable $250,000 earnest money deposit made by LCB International, Inc. to the company as a result of the June 15 letter of intent between the parties. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2015 | |
Going Concern [Abstract] | |
Going Concern | Note 6 Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. At December 31, 2015 the Companys working capital was $0.4 million. The financial resources of the Company will not provide sufficient funds for the Companys operations beyond the second quarter of 2016, as those operations currently exist. Subsequent funding will be required to fund the Companys ongoing operations, working capital, and capital expenditures beyond the second quarter of 2016. No assurances can be given that the Company will be successful in arranging the further funds needed to continue the execution of its business plan, which includes the development and commercialization of new products, or even if further funding is available, upon what terms. 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. Furthermore, the Company has no current customers for its products, and if it does not meet conditions to pay back principal and interest due on its 2015 Senior Notes in stock, it would be obligated to make repayment in cash, and it does not have the ability to do so. 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. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' equity (deficit) | |
Stockholders' Equity | Note 7 Stockholders' Equity Authorized Capitalization: Common Stock: Preferred Stock: Warrants: 2015 2014 Shares Weighted Wtd Shares Weighted Wtd Warrants outstanding January 1 2,223,284 $ 114.15 5 11,901 $ 531.65 5 Granted during year 12,480,797 1.35 5 2,221,284 114,10 4.6 Exercised (2,121,729 ) - (9,875 ) 528.50 Lapsed - - (26 ) 1,964.55 Outstanding at December 31 12,582,352 $ 1.85 2,223,284 $ 120.75 Weighted average years remaining 1.97 5.0 As of December 31, 2015 there are 34,521 warrants classified as derivative liabilities relating to the public offering of common stock that occurred on October 29, 2014. As of December 31, 2014 there were 2,156,250 warrants classified as derivative liabilities. Each reporting period the warrants are re-valued and adjusted through the captions change in value of Series B warrants, loss and senior warrants loss(gain) on the consolidated statements of operations and comprehensive loss. In addition, as of December 31, 2015, there were 11,967,716 warrants (of which 548,780 were issued to the placement agent) classified as derivative liabilities relating to the warrants issued in conjunction with the $9,000,000 principal amount of 2015 senior convertible notes. There were no cash proceeds from exercise of the Series B warrants as these were exercised using a cashless exercise provision contained therein. |
Equity Compensation
Equity Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Equity Compensation | |
Equity Compensation | Note 8 Equity Compensation Incentive Stock Plan Approved by Stockholders: The incentive stock plan authorizes a variety of awards including incentive stock options, non-qualified stock options, shares of restricted stock, and shares of phantom stock and stock bonuses. In addition, the plan authorizes the payment of cash bonuses when a participant is required to recognize income for federal income tax purposes because of the vesting of shares of restricted stock or the grant of a stock bonus. The plan authorizes the grant of incentive awards to full-time employees of the Company who are not eligible to receive awards under the terms of an employment contract or another specialty plan. The plan also authorizes the grant of incentive awards to directors who are not eligible to participate in the Companys outside directors stock option plan, independent agents, consultants and advisors who have contributed to the Companys success. The exercise price of incentive stock options must be equal to the fair market value of such shares on the date of the grant or, in the case of incentive stock options granted to the holder of more than 10% of the Companys common stock, at least 110% of the fair market value of such shares on the date of the grant. The maximum exercise period for incentive stock options is ten years from the date of grant, or five years in the case of an individual who owns more than 10% of the Companys common stock. The aggregate fair market value determined at the date of the option grant, of shares with respect to which incentive stock options are exercisable for the first time by the holder of the option during any calendar year, shall not exceed $100,000. There are no incentive stock options outstanding at December 31, 2015 or 2014. Independent Directors' Stock Option Plan Approved by Stockholders: The option price of the stock subject to each option is required to be the fair market value of the stock on its date of grant. Options generally expire on the fifth anniversary of the date of grant. Any option granted under the plan shall become exercisable in full on the first anniversary of the date of grant, provided that the eligible director has not voluntarily resigned or been removed "for cause" as a member of the Board of Directors on or prior to the first anniversary of the date of grant (qualified option). Any qualified option shall remain exercisable after its first anniversary regardless of whether the optionee continues to serve as a member of the Board. The following table provides consolidated summary information on the Companys non-qualified stock option activity for the years ended December 31, 2015 and 2014. 2015 Weighted Average All Plan and Non-Plan Compensatory Number of Exercise Price Fair Value Remaining Life Aggregate Options outstanding at December 31, 2014 3,872 $ 1,381.80 $ 505.40 5.7 $ - Granted 12,766 35.00 15.00 5.4 - Exercised - Forfeited or lapsed (1,519 ) 1,210,40 554.78 - Options outstanding at December 31, 2015 15,119 $ 261.13 87.08 4.9 $ - Options exercisable at December 31, 2015 9,909 $ 379.66 121.35 4.4 $ - 2014 Weighted Average All Plan and Non-Plan Compensatory Number of Exercise Price Fair Value Remaining Life Aggregate Options outstanding at December 31, 2013 2,967 $ 2,135.00 $ 805.00 3.7 $ - Granted 1,543 288.40 153.65 5.5 - Exercised - - - - - Forfeited or lapsed (638 ) 2,194.50 697.90 - - Options outstanding at December 31, 2014 3,872 $ 1,381.80 $ 505.40 5.7 $ - Options exercisable at December 31, 2014 2,657 $ 1882.65 $ 665.70 2.8 $ - The following table summarizes the status of the Companys non-vested options: All non-vested stock options as of December 31, 2015 Shares Fair Value Options subject to future vesting at December 31, 2014 1,215 $ 13.50 Options granted 12,766 15.00 Options forfeited or lapsed (1,519 ) 195.35 Options vested (7,252 ) 13.31 Options subject to future vesting at December 31, 2015 5,210 $ 21.89 On January 1, 2015 the Company issued 5,194 options to two directors upon being elected to the Board. These options will vest equally over a three-year period. The options were valued using the Black-Scholes method of valuation using: (i) risk free interest rate of 1.1%, (ii) volatility of 63%, (iii) dividend rate of zero, (iv) exercise price of $35.00 and (v) expected 5-year life. The value of these options was $111,888 and will be expensed over their three-year term. On January 20, 2015, the Company granted a total of 7,572 options to six key employees. The options were valued using the Black-Scholes method of valuation using: (i) risk free interest rate of 0.85%, (ii) volatility of 67.1%, (iii) dividend yield of zero, (iv) exercise price of $35.00 and (v) expected 5-year life. These options vested at the date of grant. The Company will recognize expense of $79,537 during 2015 related to these options. On January 20, 2015, the Company granted a total of 7,572 options to six key employees. The options were valued using the Black-Scholes method of valuation using: (i) risk free interest rate of 0.85%, (ii) volatility of 67.1%, (iii) dividend yield of zero, (iv) exercise price of $35.00 and (v) expected 5-year life. These options vested at the date of grant. The Company recognized expense of $79,537 during 2015 related to these options. As of December 31, 2015, there was $95,657 of unrecognized compensation related to non-vested options compared to $217,136 at December 31, 2014. The Company expects to recognize the cost over a weighted average period of 1.7 years. The Company has recognized $258,009 in non-cash compensation expense for the year ended December 31, 2015 compared to $156,298 at December 31, 2014. Of that expense, $140,400 was for options granted as compared to $107,992 in the prior year, $68,109 was for non-cash outside directors fees as compared to $48,306 in the prior year, and $49,500 was for non-cash consulting fees for which there were none in 2014. All shares issued are calculated based on a 20 day average closing price at the end of each quarter that the non-cash compensation was earned. During the year ended December 31, 2015, stock was granted for non-cash compensation as follows: 233 shares were issued in lieu of $9,180 at a share price of $1.1265 (these shares settled an accrual from year ended December 31, 2014); 8,885 shares were issued in lieu of $29,109 calculated at a share price of $3.276; 12,559 shares were issued in lieu of $42,000 calculated at a share price of $3.4495; and 20,697 shares were issued in lieu of $46,500 calculated at a share price of $2.2467. At year end December 31, 2015, accrued non-cash compensation expense of $39,375 was recorded for which approximately 41,429 shares calculated at a price of $0.954575 will be issued in 2016. |
Earnings_Loss Per Share
Earnings/Loss Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings/Loss Per Share | Note 9 Earnings/Loss Per Share Basic earnings per share is computed by dividing income 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 market price exceeds the exercise price, 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 year ended December 31, 2015, the Company would have added 26,015,479 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 December 31, 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. If the Company had generated earnings for the year ended December 31, 2014, 4,642,654 of common equivalent shares would have been added to the weighted average shares outstanding to compute the diluted weighted average shares outstanding. |
Income Taxes Expense (Benefit)
Income Taxes Expense (Benefit) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes Expense (Benefit) | Note 10 Income Taxes Expense (Benefit) A summary of the components giving rise to the income tax expense (benefit) for the years ended December 31, 2015 and 2014 is as follows: 2015 2014 Current income tax expense: Federal $ - $ - State - - Foreign - - $ - $ - Deferred income tax expense (benefit): Federal $ (2,873,158 ) $ (4,053,430 ) State (385,114 ) (786,841 ) Foreign 254,464 150,438 Total deferred tax (3,003,808 ) (4,689,833 ) Less increase in valuation allowance 3,003,808 4,689,833 Net deferred tax $ - $ - Total income tax expense (benefit) $ - $ - Individual components giving rise to the deferred tax asset are as follows: 2015 2014 Future tax benefit arising from net operating loss carry forwards $ 31,209,000 $ 29,235,000 Future tax benefit arising from available tax credits 1,201,000 1,373,000 Future tax benefit arising from options/warrants issued for services 1,433,000 1,356,000 Other 1,347,000 222,000 Total future tax benefit 35,190,000 32,186,000 Less valuation allowance (35,190,000 ) (32,186,000 ) Net deferred tax $ - $ - The components of pretax loss are as follows: 2015 2014 United States $ (7,389,744 ) $ (18,738,250 ) Foreign - - $ (7,389,744 ) $ (18,738,250 ) The Company has net operating loss carry forwards of $74,000,000 and $2,800,000 available to reduce future income taxes in United States and Canada, respectively. The United States carry forwards expire at various dates between 2024 and 2034. The Canadian loss carry forwards expire at various dates between 2015 and 2033. The Company also has generated Canadian tax credits related to research and development activities. The credit, amounting to $734,000 U.S. Dollars, is available to offset future taxable income in Canada and expires at various dates between 2024 and 2027. The Company has adopted FASB ASC 740, which provides for the recognition of a deferred tax asset based upon the value certain items will have on future income taxes and management's estimate of the probability of the realization of these tax benefits. The Company has determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against the entire net deferred tax asset, due to equity transactions that have occurred, the utilization of NOL carry forwards may be subject to further change in control limitations that generally restricts the utilization of the NOL per year. The reconciliation of the United States statutory federal income rate and the effective income tax rate in the accompanying Consolidated Statements of Operations for the years ended December 31, 2015 and 2014 is as follows: 2015 2014 Statutory U.S. federal income tax rate (34.0 )% (34.0 )% State taxes, net (5.2 )% (4.2 )% Foreign currency fluctuation 3.4 % 0.8 % Revaluation of derivatives 3.1 % (10.0 )% Debt discount amortization 4.5 % 2.45 % Change in valuation allowance 28.2 % 25.27 % Effective income tax rate 0.0 % 0.00 % The Company adopted the provisions of FASB ASC 740-10 Income Taxes on January 1, 2008. As the result of the assessment, the Company recognized no material adjustments to unrecognized tax benefits. At the adoption date of January 1, 2008 and as of December 31, 2015, the Company has no unrecognized tax benefits. By statute, tax years ending December 31, 2011 through 2015 remain open to examination by the major taxing jurisdictions to which the Company is subject. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11 Related Party Transactions At December 31, 2015, the Companys accounts payable balance included $118,126 of related party transactions. Of those transactions, $91,224 was for consulting fees associated with the previous CEO and the interim CEO, $17,290 for director related meeting fees, $7,500 in commission on the sale of equipment and $2,112 in employee related travel expense reimbursement. For the year ended December 31, 2014, the only related party transactions included in accounts payable was $780 for employee travel expense reimbursement. |
Commitments and Contingencies,
Commitments and Contingencies, Concentrations and Significant Contracts | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies, Concentrations and Significant Contracts | Note 12 Commitments and Contingencies, Concentrations and Significant Contracts Facilities: The renewal term commenced on March 31, 2013 with a term of five years. The lease may be extended for one additional five-year term with future rent to be negotiated at a commercially reasonable rate. The battery manufacturing facility includes 70,438 square feet of floor space, including 7,859 square feet of office, locker, lab and lunch area, 46,931 square feet of manufacturing space, 1,488 square feet of dedicated lab space, 9,200 square feet of storage buildings and 5,000 square feet of basement area. The rental amount for the initial term is $16,700 per month, which is fixed through March 2015. In addition to the monthly rental, we are obligated to pay all required maintenance costs, taxes and special assessments, maintain public liability insurance, and maintain fire and casualty insurance for an amount equal to 100% of the replacement value of the leased premises. On May 26, 2011 we executed an addendum to the existing lease agreement which resulted in the lease of an additional 2,160 square feet of additional space for $500 per month. There were no other changes to the existing lease. With the execution of the addendum we now lease 72,598 square feet for a monthly rent of $17,200 on a triple net basis. On March 10, 2013, we exercised our option for a five-year renewal on our existing lease space. The lease may be extended for one additional five-year term with future rent to be negotiated at a commercially reasonable rate. The battery manufacturing facility includes 70,438 square feet of floor space, including 7,859 square feet of office, locker, lab and lunch area, 46,931 square feet of manufacturing space, 1,488 square feet of dedicated lab space, 9,200 square feet of storage buildings and 5,000 square feet of basement area. The rental amount for the renewal term is $17,200 per month, which is fixed through 2018. In addition to the monthly rental, we are obligated to pay all required maintenance costs, taxes and special assessments, maintain public liability insurance and maintain fire and casualty insurance for an amount equal to 100% of the replacement value of the leased premises. On November 4, 2010, the Company entered into a commercial lease for a 45,000 square foot building, located at 209 Green Ridge Road in New Castle PA. The salient terms of the Lease are as follows: The Lease term commenced on January 1, 2011 and the term expires on December 31, 2015. The Lease may be extended for two 5-year terms, by giving notice not less than 30 nor more than 120 days before the expiration of the initial term or first renewal term (as applicable). The renewal leases shall be on terms substantially similar to the terms of the initial Lease except for any adjustment to rent, if warranted, as mutually agreed upon by Lessor and the Company. The rental amount for the initial term is $19,297 per month and is on a triple net basis. The Company also has a right of first refusal to purchase the property within 30 days of receipt of notice of a third party offer from Lessor upon substantially the same terms as those offered by the third party. The Lease contains market terms on standard provisions such as defaults and maintenance. On December 28, 2015, we entered into a lease agreement for four months beginning January 1, 2016. The rental amount of this agreement is $15,000 per month. Following the four-month period, we have g the option to remain on a month by month basis at the same rental amount. Upon 30 days notice from either party, this agreement can be terminated. Rent expense for both facilities was $437,964 for 2015 and 2014. On January 28, 2015 we announced a strategic marketing, sales and reselling agreement with privately owned Portland OR-based Pacific Energy Ventures LLC, a technology and project development firm specializing in the renewable energy and energy storage sectors, which was terminated in March 2016 and effective 120 days thereafter. A total of $60,000 was paid to Pacific Energy Ventures during the term of the agreement. with all payments being made in 2015, which will be credited against any 10% commissions due and payable under the agreement. Any fees due on any contracts which are brought forward as of this date are payable as set forth in the agreement. The Company entered into a twelve month agreement with an individual commencing April 19, 2014 and ending April 18, 2015. The agreement was then extended thru September 2, 2015. The individual was paid a minimum of $8,000 per month for a total of $ 90,600 in 2015 and $101,400 in 2014. On October 6, 2015, the Company entered into an agreement with Phoenix Capital Resources to provide services in identifying opportunities to partner with or to obtain investors to assist in the development of renewable energy or energy storage projects. The fees for the services were a $30,000 non-refundable fee followed by an additional $30,000 made in a series of installments. At the time of consummation of any such transaction, the Company was obligated to pay Phoenix a fee equal to the greater of a) $200,000 (Minimum Fee), or b) four percent (4.0%) of a Transaction Value up to $5,000,000, plus; five percent (5.0%) of a Transaction Value between $5,000,000 and $7,500,000, plus six percent (6%) of a Transaction Value between $7,500,000 and $10,000,000, plus seven percent (7.0%) of a Transaction Value between $10,000,000 and $12,500,000, plus eight percent (8%) of a Transaction Value between $12,500,000 and $15,000,000, plus nine percent of a Transaction Value between $15,000,000 and $17,500,000, plus ten percent (10.0%) of a Transaction Value greater than $17,500,001 (the Transaction Fee). There have been no transaction fees earned as of the date of this filing. As of March 31, 2016, the Company terminated its agreement with Phoenix except with respect to the consummation of a contract with the U.S. Navy, for which it would get paid fees as described should a transaction be consummated. As of December 31, 2015, no further fees were owed. On October 15, 2015, the Company filed an Interconnection Application with PJM Interconnection and submitted a fee of $15,000. Upon notification of acceptance, a feasibility study was submitted on February 28, 2016 and a payment in the amount of $10,000 was made on March 18, 2016. The Company intends to complete the impact study by September 30, 2016. The final study will be the facility study and the cost and completion date are still to be determined. The Company has been assigned a Queue number of AB1-114. Per PJM requirements, the project must be completed within seven years of entering the Queue. Concentration of Business Transacted with One Customer Executive Employment Agreements: Effective as of November 1, 2014, the Company entered into an Executive Employment Agreement (Agreement ) with Charles R. Trego as its Chief Financial Officer. Under the terms of the Agreement, which has a term of two years, Mr. Trego received an annual salary of $225,000, an annual stipend of $22,500 on the first and second anniversaries of the date of the Executive Employment Agreement, respectively, if he is still employed by the Company in such capacity on the first anniversary date, and on the second anniversary date, if he has an agreement to continue as the Chief Financial Officer of the Company for at least six months subsequent to the second anniversary date, an annual car allowance of $7,500. Mr. Trego resigned as CFO on October 1, 2015, and thus his contract was terminated as of that date. The stipend was due on October 31, 2015 in the amount of $22,500, but was paid early as recognition for his years of service to the Company. On March 31, 2015, Axion Power International, Inc. accepted the resignation of Vani Dantam, Vice President of Sales and Marketing. Effective November 1, 2014, Charles Trego, Phillip Baker and two other executives entered into salary deferral agreements with the Company pursuant to which each agreed to defer portions of their salary for one year from the date of effectiveness of the salary deferral agreement. The deferred portions of the salaries were to be paid to each such employee by the earlier of December 31, 2015 and the occurrence of one of the following events: (i) consummation by the Company of any subsequent financing transactions with at least $6,000,000 in gross proceeds in the aggregate; (ii) a change in control of the Company or (iii) a sale of all or substantially all of the assets of the Company. At December 31, 2014 the total deferred salaries amounted to $51,988. In May 2015, $32,250 of the December 2014 deferred salaries was paid to the Estate of Mr. DiGiancinto. The remainder of the deferred amount has not yet been paid due to a covenant with our existing November 2015 investors to not repay such amounts until June 2016. At December 31, 2015, the total amount of the deferrals was $104,992. We have no retirement plans or other similar arrangements for any directors, officers or employees, other than a non-contributory 401(k) plan. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13 Subsequent Events On January 28, 2016, we entered into amendment agreements with each of the investors in the November 5, 2015 private placement, pursuant to which an additional $1.8 million was released from the controlled accounts, and the balance of $5.35 million will be released from the controlled accounts in eight equal monthly amounts of $668,750 each starting in May 2016 and continuing through December 2016. On January 29, 2016, the remaining unexercised Series B warrants expired. On February 2, 2016, we were issued U.S. Patent No. 9,251,969 Process for the Manufacture of Carbo Sheet for an Electrode, which is our 14 th On February 12, 2016, our registration statement on Form S-1, with respect to the November 5, 2015 financing, was declared effective by the SEC, and as of April 8, 2016, we have issued 11,701,474 shares of our common stock to the investors as a result of the first pre installment payment under the convertible notes, with On February 23, 2016, we issued an Irrevocable Standby Letter of Credit in the amount of $45,000 which represents a minimum purchase requirement to a vendor to produce a required amount of raw material necessary for the production of PbC electrodes. As of March 1, 2016, we have completed our feasibility study with PJM Interconnection, and commenced our impact study, with results scheduled to be published on or about September 30, 2016. In the first quarter of 2016, we engaged the services of a marketing firm to provide initial services on developing branding for us at a cost of $15,000. We intended to engage this marketing firm to provide further services on a broader scope with costs estimated at $115,000 during the ensuing three to six months. The principal of this firm is our Chief Executive Officers brother in law; however, neither our Chief Executive Officer nor his immediate family has any direct or indirect interest in the marketing firm. Management and Director Changes In January 2016, D. Walker Wainwright resigned as a Director. Effective February 1, 2016, our board appointed Robert A. Maruszewski as a Director to take the seat vacated by Mr. Wainwright. Effective as of February 1, 2016, Donald Farley has resigned from responsibilities as interim CEO but shall remain as our Chairman and our Director. Also, effective as of February 1, 2016, Richard H. Bogan was appointed as our chief executive officer. OTCQB Listing The Company voluntarily delisted from the Nasdaq Capital Market and relisted its common stock and Series A warrants on the OTCQB, under the same symbols AXPW and AXPWW, respectively, effective February 8, 2016. |
Accounting Policies (Policies)
Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates : |
Principles of Consolidation | Principles of Consolidation: |
Segment Reporting | Segment Reporting: |
Foreign Currency Translation | Foreign Currency Translation: |
Comprehensive Income | Comprehensive Income: Income |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial Instruments |
Cash and Cash Equivalents | Cash and Cash Equivalents: |
Restricted cash | Restricted cash: |
Accounts Receivable and Concentration of Credit Risk | Accounts Receivable and Concentration of Credit Risk: |
Inventory | Inventory: A summary of inventory at December 31, 2015 and 2014 is as follows: 2015 2014 Raw materials $ 363,559 $ 601,196 Work in process 421,732 639,957 Finished goods 34,581 80,263 Inventory reserves (540,037 ) (184,468 ) $ 279,835 $ 1,136,948 |
Property and Equipment | Property and Equipment: A summary of property and equipment at December 31, 2015 and 2014 is as follows: Estimated useful life 2015 2014 Machinery & equipment 3-22 years $ 3,846,567 $ 3,846,567 Less accumulated depreciation (2,074,926 ) (1,774,037 ) Net $ 1,771,641 $ 2,072,530 Depreciation expense was $300,888 and $1,423,474 for the years ended December 31, 2015 and December 31, 2014, respectively. Certain of our machinery and equipment are secured by the Pennsylvania Department of Community and Economic Development in relation to the Machinery and Equipment Loan Fund financing. The loan proceeds of $776,244 were received by us on September 14, 2009. The balance owed on the loan at December 31, 2015 is $123,663, which bears interest at a rate of 5.25% and matures on October 1, 2016. |
Impairment or Disposal of Long-Lived Assets | Impairment or Disposal of Long-Lived Assets: Impairment or Disposal of Long-lived Assets |
Derivative Financial Instruments | Derivative Financial Instruments Derivatives and Hedging Contracts in Entitys own Equity For the convertible notes and warrants issued in November 2015, at inception, the instruments were valued by calibrating the aggregate fair value of the notes and warrants to the transaction price, as required by ASC 820. Calibrating the valuation model to ensure that the model is consistent with the fair value at initial recognition provides a basis for estimating the inputs required in the analysis that are not directly observable. For each subsequent reporting date, the warrants are valued based on the payoff structure, considering the change in assumptions between the inception and the subsequent reporting date. |
Revenue Recognition | Revenue Recognition : |
Cost of Sales - Idle Capacity | Cost of Sales - Idle Capacity: |
Grants | Grants: |
Stock based Compensation | Stock based Compensation: Equity-Based Payments to Non-Employees. |
Income Taxes | Income Taxes: Income Taxes |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements: Balance Sheet Classification of Deferred Taxes. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory In April 2015, the FASB issued ASU 2015-03, Interest Imputation of Interest (Topic 225-20): Simplifying the Presentation of Debt Issue Costs In February 2015, the FASB issued ASU 2015-02, Consolidations (Topic 225-20): Amendments to the Consolidation Analysis 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 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 are currently evaluating the impact of our pending adoption of ASU 2014-09 on our consolidated financial statements and have not yet determined the method by which we will adopt the standard in 2018. 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 |
Accounting Policies (Tables)
Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of inventory | A summary of inventory at December 31, 2015 and 2014 is as follows: 2015 2014 Raw materials $ 363,559 $ 601,196 Work in process 421,732 639,957 Finished goods 34,581 80,263 Inventory reserves (540,037 ) (184,468 ) $ 279,835 $ 1,136,948 |
Schedule of property and equipment | A summary of property and equipment at December 31, 2015 and 2014 is as follows: Estimated useful life 2015 2014 Machinery & equipment 3-22 years $ 3,846,567 $ 3,846,567 Less accumulated depreciation (2,074,926 ) (1,774,037 ) Net $ 1,771,641 $ 2,072,530 |
Senior Convertible Notes and 23
Senior Convertible Notes and Warrants, and Subordinated Notes and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of the fair value of the warrant liabilities | As of December 31, 2015 and 2014, the following tables represent the fair value of the warrant liabilities. 2015 Fair Value Level 1 Level 2 Level 3 Series B warrant liability $ 35,764 - - $ 35,764 Senior convertible note and warrant liability 2,118,156 2,118,156 $ 2,153,920 $ 2,153,920 Have to add to this table for new derivatives on 9million deal 2014 Fair Value Level 1 Level 2 Level 3 Series B warrant liability $ 2,930,335 - - $ 2,930,335 |
Public offering of common sto24
Public offering of common stock, Series A warrants and Series B warrants (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Public Offering Of Common Stock Series Warrants And Series B Warrants Tables | |
Schedule of change in the fair value of the Series B warrant liability | The change in the fair value of the Series B warrant liability is as follows: Fair Value Series B warrant liability, January 1, 2014 $ 2,930,335 Reclassification of Derivative Liability for Series B warrants exercised (3,500,126 ) Revaluation of remaining Series B warrants 605,555 Series B warrant liability, December 31, 2015 $ 35,764 |
Schedule of change in the fair value of Private Placement derivative liability | The change in the fair value of the 2015 Private Placement derivative liability is as follows: Private Placement derivative liability, November 5, 2015 $ 2,058,894 Revaluation of Private Placement Derivative liability 59,262 Private Placement Derivative liability December 31, 2015 $ 2,118,156 |
Schedule of senior convertibles notes | The balance at December 31, 2015 and 2014 related to the Senior Convertible Notes was comprised of: Balance- December 31, 2014 $ - Senior convertible bridge notes, issued August 7, 2015 600,000 Debt discount on senior convertible bridge notes (421,081 ) Amortization of senior convertible bridge notes 421,081 Repayment of senior convertible bridge notes (235,294 ) Conversion of senior convertible bridge notes into senior convertible notes, November 4, 2015 (363,530 ) Senior convertible notes, issued November 4, 2015 9,363,530 Debt discount on senior convertible notes (2,840,065 ) Amortization of senior convertible notes payable 561,177 Balance- December 31, 2015 $ 7,085,818 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' equity (deficit) | |
Schedule of information on warrants outstanding | The following table provides summary information on warrants outstanding as of December 31, 2015 and 2014, with summary information on the various warrants issued by the Company in private placement transactions, warrants exercised to date, warrants that are presently exercisable and the current exercise prices of such warrants. 2015 2014 Shares Weighted Wtd Shares Weighted Wtd Warrants outstanding January 1 2,223,284 $ 114.15 5 11,901 $ 531.65 5 Granted during year 12,480,797 1.35 5 2,221,284 114,10 4.6 Exercised (2,121,729 ) - (9,875 ) 528.50 Lapsed - - (26 ) 1,964.55 Outstanding at December 31 12,582,352 $ 1.85 2,223,284 $ 120.75 Weighted average years remaining 1.97 5.0 |
Equity Compensation (Tables)
Equity Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity Compensation Tables | |
Schedule of outstanding compensatory options | The following table provides consolidated summary information on the Companys non-qualified stock option activity for the years ended December 31, 2015 and 2014. 2015 Weighted Average All Plan and Non-Plan Compensatory Number of Exercise Price Fair Value Remaining Life Aggregate Options outstanding at December 31, 2014 3,872 $ 1,381.80 $ 505.40 5.7 $ - Granted 12,766 35.00 15.00 5.4 - Exercised - Forfeited or lapsed (1,519 ) 1,210,40 554.78 - Options outstanding at December 31, 2015 15,119 $ 261.13 87.08 4.9 $ - Options exercisable at December 31, 2015 9,909 $ 379.66 121.35 4.4 $ - 2014 Weighted Average All Plan and Non-Plan Compensatory Number of Exercise Price Fair Value Remaining Life Aggregate Options outstanding at December 31, 2013 2,967 $ 2,135.00 $ 805.00 3.7 $ - Granted 1,543 288.40 153.65 5.5 - Exercised - - - - - Forfeited or lapsed (638 ) 2,194.50 697.90 - - Options outstanding at December 31, 2014 3,872 $ 1,381.80 $ 505.40 5.7 $ - Options exercisable at December 31, 2014 2,657 $ 1882.65 $ 665.70 2.8 $ - |
Schedule of non-vested compensatory stock options | The following table summarizes the status of the Companys non-vested options: All non-vested stock options as of December 31, 2015 Shares Fair Value Options subject to future vesting at December 31, 2014 1,215 $ 13.50 Options granted 12,766 15.00 Options forfeited or lapsed (1,519 ) 195.35 Options vested (7,252 ) 13.31 Options subject to future vesting at December 31, 2015 5,210 $ 21.89 |
Income Taxes Expense (Benefit)
Income Taxes Expense (Benefit) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax expense (benefit) | A summary of the components giving rise to the income tax expense (benefit) for the years ended December 31, 2015 and 2014 is as follows: 2015 2014 Current income tax expense: Federal $ - $ - State - - Foreign - - $ - $ - Deferred income tax expense (benefit): Federal $ (2,873,158 ) $ (4,053,430 ) State (385,114 ) (786,841 ) Foreign 254,464 150,438 Total deferred tax (3,003,808 ) (4,689,833 ) Less increase in valuation allowance 3,003,808 4,689,833 Net deferred tax $ - $ - Total income tax expense (benefit) $ - $ - |
Schedule of deferred tax assets and liabilities | Individual components giving rise to the deferred tax asset are as follows: 2015 2014 Future tax benefit arising from net operating loss carry forwards $ 31,209,000 $ 29,235,000 Future tax benefit arising from available tax credits 1,201,000 1,373,000 Future tax benefit arising from options/warrants issued for services 1,433,000 1,356,000 Other 1,347,000 222,000 Total future tax benefit 35,190,000 32,186,000 Less valuation allowance (35,190,000 ) (32,186,000 ) Net deferred tax $ - $ - |
Schedule of components of pretax loss | 2015 2014 The components of pretax loss are as follows: United States $ (7,389,744 ) $ (18,738,250 ) Foreign - - $ (7,389,744 ) $ (18,738,250 ) |
Schedule of reconciliation of the United States statutory federal income rate and the effective income tax rate | The reconciliation of the United States statutory federal income rate and the effective income tax rate in the accompanying Consolidated Statements of Operations for the years ended December 31, 2015 and 2014 is as follows: 2015 2014 Statutory U.S. federal income tax rate (34.0 )% (34.0 )% State taxes, net (5.2 )% (4.2 )% Foreign currency fluctuation 3.4 % 0.8 % Revaluation of derivatives 3.1 % (10.0 )% Debt discount amortization 4.5 % 2.45 % Change in valuation allowance (28.2 )% 25.27 % Effective income tax rate 0.0 % 0.00 % |
Financial Statements (Details N
Financial Statements (Details Narrative) | Jul. 14, 2015 | Sep. 08, 2014 | Dec. 31, 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 | shares | 582,729 | 6,987 |
Accounting Policies (Details)
Accounting Policies (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Accounting Policies [Abstract] | ||
Raw materials | $ 363,559 | $ 601,196 |
Work in process | 421,732 | 639,957 |
Finished goods | 34,581 | 80,263 |
Inventory reserves | (540,037) | (184,468) |
Inventory, net | $ 279,835 | $ 1,136,948 |
Accounting Policies (Details 1)
Accounting Policies (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, plant, and equipment, depreciation | $ (2,074,926) | $ (1,774,037) |
Property, plant and equipment, net | 1,771,641 | 2,072,530 |
Machinery and Equipment [Member] | ||
Property, plant and equipment, gross | $ 3,846,567 | $ 3,846,567 |
Machinery and Equipment [Member] | Minimum [Member] | ||
Estimated useful life | 3 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Estimated useful life | 22 years |
Accounting Policies (Details Na
Accounting Policies (Details Narrative) | Sep. 14, 2009USD ($) | Dec. 31, 2015USD ($)Number | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Number of business segment | Number | 1 | |||
Cash or cash equivalents | $ 1,006,743 | $ 3,436,198 | $ 1,169,093 | |
Federal Deposit Insurance Corporation cash | 250,000 | |||
Restricted cash | 7,150,003 | 0 | ||
Allowance for uncollectible accounts | 21,300 | 10,500 | ||
Depreciation expense | 300,888 | 1,423,474 | ||
Proceeds from loan | $ 776,244 | |||
Balance owned on the loan | $ 123,663 | |||
Interest rate of loan | 5.25% | |||
Maturity date | Oct. 1, 2016 | |||
Net asset impairment charge | 2,764,868 | |||
Cost of goods sold - idle capacity | $ 1,671,173 | 1,937,802 | ||
Deferred revenue | (55,871) | (322,123) | ||
Amortization of deferred revenue | 306,426 | |||
Wrote off deferred revenue | $ 544,368 | |||
2015 Private Placement Notes and Warrants [Member] | ||||
Restricted cash | $ 9,000,000 |
Senior Convertible Notes and 32
Senior Convertible Notes and Warrants, and Subordinated Notes and Warrants (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Derivative liability | $ 2,153,920 | $ 2,930,335 |
Level 3 [Member] | ||
Derivative liability | 2,153,920 | |
Series B Warrant Liability [Member] | ||
Derivative liability | $ 35,764 | $ 2,930,335 |
Series B Warrant Liability [Member] | Level 1 [Member] | ||
Derivative liability | ||
Series B Warrant Liability [Member] | Level 2 [Member] | ||
Derivative liability | ||
Series B Warrant Liability [Member] | Level 3 [Member] | ||
Derivative liability | $ 35,764 | $ 2,930,335 |
Senior Convertible Note And Warrant Liability [Member] | ||
Derivative liability | $ 2,118,156 | |
Senior Convertible Note And Warrant Liability [Member] | Level 1 [Member] | ||
Derivative liability | ||
Senior Convertible Note And Warrant Liability [Member] | Level 2 [Member] | ||
Derivative liability | ||
Senior Convertible Note And Warrant Liability [Member] | Level 3 [Member] | ||
Derivative liability | $ 2,118,156 |
Senior Convertible Notes and 33
Senior Convertible Notes and Warrants, and Subordinated Notes and Warrants (Details Narrative) - USD ($) | Dec. 12, 2014 | Sep. 16, 2014 | Jun. 30, 2014 | May. 08, 2013 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 31, 2015 | Oct. 31, 2014 | Aug. 01, 2014 |
Net proceeds from debt | $ 510,000 | ||||||||||
Placement agent fees | $ 74,009 | ||||||||||
Gross proceeds from debt | $ 600,000 | ||||||||||
Amortized deferred financing fees | $ 66,930 | ||||||||||
Number of shares called | 9,875 | 9,875 | 9,875 | ||||||||
Exercise price (in dollars per shares) | $ 1.7 | $ 1.7 | $ 1.7 | ||||||||
Extinguishment loss | $ (58,436) | ||||||||||
Stated previously interest rate | 5.25% | 5.25% | |||||||||
Debt benfical conversion feature | $ 246,000 | ||||||||||
Total fair value | $ 4,400,000 | 4,400,000 | |||||||||
Conversion feature | 2,900,000 | ||||||||||
Fair value of warrants | $ 1,500,000 | ||||||||||
Warrant issued | 9,875 | 9,875 | 9,875 | ||||||||
Amortization of debt discount | $ 982,258 | $ 678,084 | |||||||||
Subordinated convertible notes | $ 65,000 | $ 65,000 | 65,000 | ||||||||
Payment of debt | 106,424 | ||||||||||
Stock price (in dollars per share) | $ 1.1265 | $ 1.1265 | |||||||||
Mr.Robert Averill [Member] | |||||||||||
Number of shares called | 2,764 | ||||||||||
Description of debt maturity extension | This amended note extended the maturity date to the earlier of December 31, 2014 or the date on which the Company consummates one or more financing transactions of at least $10 million in the aggregate. | ||||||||||
Warrant issued | 2,764 | ||||||||||
Subordinated debt | $ 735,000 | $ 735,000 | |||||||||
Original principal amount | $ 801,049 | ||||||||||
Interest rate | 1.00% | 9.00% | |||||||||
Common stock issued in lieu of cash payment | 2,764 | ||||||||||
Payment of debt | $ 106,424 | ||||||||||
Securities Purchase Agreement [Member] | |||||||||||
Debt face amount | $ 9,000,000 | $ 9,000,000 | |||||||||
2013 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 debt discount | $ 494,500 | ||||||||||
Expected life | 10 months 24 days | ||||||||||
Volatility rate | 60.00% | ||||||||||
Risk free interest rate | 0.10% | ||||||||||
Dividend yield | 0.00% | ||||||||||
Securities Purchase Agreement [Member] | |||||||||||
Gross proceeds from debt | $ 9,000,000 | ||||||||||
8% 2013 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) | $ 462 | ||||||||||
Effective interest rate | 8.00% | ||||||||||
Amortization of debt discount | $ 11,129 | ||||||||||
Senior Warrants [Member] | |||||||||||
Number of shares called | 9,875 | ||||||||||
Increase (decrease) fair value derivatives | $ 2,125,576 | ||||||||||
Percentage of maximum number shares transfer | 10.00% | ||||||||||
Percentage of additional maximum number shares transfer | 25.00% | ||||||||||
Percentage of composite aggregate share trading volume | 15.00% | ||||||||||
Conversion price (in dollars per shares) | $ 190.05 | ||||||||||
Expected life | 5 years | ||||||||||
Volatility rate | 80.00% | ||||||||||
Risk free interest rate | 0.75% | ||||||||||
Dividend yield | 0.00% | ||||||||||
Outstanding principal balance | $ 2,275,000 | ||||||||||
Number of each warrant called | 1.7 | ||||||||||
Number of shares issued upon debt conversion | 26,130 | ||||||||||
Accrued interest | $ 542,105 | ||||||||||
Extinguishment loss | 1,325,813 | ||||||||||
Extinguishment loss decrease | $ 133,650 | ||||||||||
Warrant issued | 9,875 | ||||||||||
Placement Of Warrant [Member] | |||||||||||
Number of shares called | 74,009 | ||||||||||
Expected life | 5 years | ||||||||||
Volatility rate | 70.00% | ||||||||||
Risk free interest rate | 1.27% | ||||||||||
Dividend yield | 0.00% | ||||||||||
Fair value of warrants | $ 1,559 | ||||||||||
Warrant issued | 74,009 | ||||||||||
Subordinated Warrant [Member] | |||||||||||
Number of shares called | 1,097 | ||||||||||
Warrant term | 5 years | ||||||||||
Exercise price (in dollars per 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% | ||||||||||
Warrant issued | 1,097 | ||||||||||
Amortization of debt discount | $ 263,000 | ||||||||||
Warrant [Member] | |||||||||||
Exercise price (in dollars per shares) | $ 1.29 | $ 1.29 | |||||||||
Number of each warrant called | 10,975,608 | 10,975,608 | |||||||||
Warrant [Member] | Mr.Robert Averill [Member] | |||||||||||
Warrant term | 5 years | ||||||||||
Exercise price (in dollars per shares) | $ 35 | $ 35 | |||||||||
Expected life | 5 years | ||||||||||
Volatility rate | 186.00% | ||||||||||
Risk free interest rate | 0.98% | ||||||||||
Dividend yield | 0.00% | ||||||||||
2015 Private Placement Notes and Warrants [Member] | |||||||||||
Volatility rate | 50.00% | ||||||||||
Risk free interest rate | 0.47% | ||||||||||
Credit spread | $ 0.72 | ||||||||||
Negotiation discount | 65.00% | ||||||||||
Stock price (in dollars per share) | 1.14 | $ 1.14 | |||||||||
2013 Senior Convertible Note Due 2015-02-08 [Member] | Securities Purchase Agreement [Member] | |||||||||||
Conversion price (in dollars per shares) | $ 462 | $ 462 | |||||||||
Stated previously interest rate | 18.00% | 18.00% | |||||||||
Effective interest rate | 8.00% | 8.00% | |||||||||
Fundamental transactions percentage | 125.00% | 125.00% | |||||||||
Senior Warrants [Member] | Placement Of Warrant [Member] | |||||||||||
Fair value of warrants | $ 656 | ||||||||||
Senior Notes And Warrants [Member] | Securities Purchase Agreement [Member] | |||||||||||
Conversion price (in dollars per shares) | $ 1.23 | $ 1.23 | |||||||||
Description of debt maturity extension | Notes matured 21 months from the closing date. | ||||||||||
Conversion of stock description | The holder together with its affiliates would beneficially own in excess of 4.99% of the Companys outstanding shares of common stock. At each holders option, the limit on percentage ownership could have been raised or lowered to any other percentage not in excess of 9.99%, except that any raise would only have been effective upon 61-days prior notice to the Company. | ||||||||||
Debt instrument redemption description | The 2013 Senior Notes would have been redeemable whole or in part (including all accrued and unpaid thereon) at a price equal to the greater of 125% of the amount of the face value of the 2013 Senior Note being redeemed and the intrinsic value of the shares of Common Stock then issuable upon conversion of the 2013 Senior Note being redeemed. |
Public offering of common sto34
Public offering of common stock, Series A warrants and Series B warrants (Details) - Series B Warrants [Member] | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Warrant, Fair Value Disclosure [Roll Forward] | |
Warrant liability fair value,beginning | $ 2,930,335 |
Reclassification of Derivative Liability | (3,500,126) |
Revaluation of remaining fair value | 605,555 |
Warrant liability fair value,ending | $ 35,764 |
Public offering of common sto35
Public offering of common stock, Series A warrants and Series B warrants (Details 1) - USD ($) | 2 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revaluation of Private Placement Derivative liability | $ (59,262) | ||
2015 private placement notes and warrants [Member] | |||
Private Placement derivative liability, November 5, 2015 | $ 2,058,894 | ||
Revaluation of Private Placement Derivative liability | 59,262 | ||
Private Placement Derivative liability December 31, 2015 | $ 2,118,156 | $ 2,118,156 |
Public offering of common sto36
Public offering of common stock, Series A warrants and Series B warrants (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Public Offering Of Common Stock Series Warrants And Series B Warrants Details 2 | ||
Balance- December 31, 2014 | ||
Senior convertible bridge notes, issued August 7, 2015 | $ 600,000 | |
Debt discount on senior convertible bridge notes | (421,081) | |
Amortization of senior convertible bridge notes | 421,081 | |
Repayment of senior convertible bridge notes | (235,294) | |
Conversion of senior convertible bridge notes into senior convertible notes, November 4, 2015 | (363,530) | |
Senior convertible notes, issued November 4, 2015 | 9,363,530 | |
Debt discount on senior convertible notes | (2,840,065) | |
Amortization of senior convertible notes payable | 561,711 | |
Balance- December 31, 2015 | $ 7,085,818 |
Public offering of common sto37
Public offering of common stock, Series A warrants and Series B warrants (Details Narrative) - USD ($) | Jul. 14, 2015 | Jun. 25, 2015 | Sep. 08, 2014 | Oct. 29, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Number of shares called | 9,875 | 9,875 | |||||
Exercise price (in dollars per share) | $ 1.7 | $ 1.7 | |||||
Proceeds from issuance initial public offering | $ 6,100,000 | ||||||
Net proceeds from public offering | $ 5,500,000 | ||||||
Share price (in dollars per share) | 1.1265 | ||||||
Description of reverse stock split | 1-for-35 | 1-for-50 | |||||
IPO [Member] | |||||||
Stock issued during period, shares, new issues | 53,572 | ||||||
Series A Warrants [Member] | |||||||
Number of shares called | 8,036 | ||||||
Exercise price (in dollars per share) | $ 17.50 | $ 113.75 | |||||
Warrants exercisable period | 5 years | ||||||
Description of reverse stock split | 1-for -35 reverse stock split. | ||||||
Series B Warrants [Member] | |||||||
Number of shares called | 281,250 | ||||||
Exercise price (in dollars per share) | $ 113.75 | $ 1.0463 | $ 3.25 | ||||
Warrants exercisable period | 15 months | ||||||
Fair value warrants issued | $ 35,764 | $ 2,930,335 | $ 0 | ||||
Share price (in dollars per share) | $ 2.36 | $ 0.93 | $ 0.94 | ||||
Expected life | 1 month | 13 months | |||||
Volatility | 50.00% | 99.00% | |||||
Risk free interest rate | 0.14% | 0.28% | |||||
Dividend rate | 0.00% | 0.00% | |||||
Series B Warrants [Member] | IPO [Member] | |||||||
Number of shares called | 1,875,000 |
Public offering of common sto38
Public offering of common stock, Series A warrants and Series B warrants (Details Narrative 1) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Nov. 05, 2015 | Dec. 31, 2014 | |
Interest rate of notes | 5.25% | ||
Exercise price (in dollars per shares) | $ 1.7 | $ 1.7 | |
Senior Notes And Warrants [Member] | Securities Purchase Agreement [Member] | |||
Maturity description | Notes matured 21 months from the closing date. | ||
Conversion price | $ 1.23 | ||
Debt instrument redemption description | The 2013 Senior Notes would have been redeemable whole or in part (including all accrued and unpaid thereon) at a price equal to the greater of 125% of the amount of the face value of the 2013 Senior Note being redeemed and the intrinsic value of the shares of Common Stock then issuable upon conversion of the 2013 Senior Note being redeemed. | ||
Conversion of stock description | The holder together with its affiliates would beneficially own in excess of 4.99% of the Companys outstanding shares of common stock. At each holders option, the limit on percentage ownership could have been raised or lowered to any other percentage not in excess of 9.99%, except that any raise would only have been effective upon 61-days prior notice to the Company. | ||
Senior Notes And Warrants [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | |||
Maturity description | The warrants will expire November 5, 2017. | ||
Warrants to purchase | 11,418,936 | 10,975,608 | |
Exercise price (in dollars per shares) | $ 1.29 | ||
Percentage of exercise price of warrants | 85.00% | ||
Senior Notes And Warrants [Member] | Registration Rights Agreement [Member] | |||
Shares issuable percent | 200.00% | ||
Senior Notes And Warrants [Member] | Registration Rights Agreement [Member] | Warrant [Member] | |||
Percentage of warrants issuable | 125.00% |
Public offering of common sto39
Public offering of common stock, Series A warrants and Series B warrants (Details Narrative 2) | May. 02, 2016USD ($) | Jan. 28, 2016USD ($)Number | Jan. 07, 2016USD ($) | Nov. 10, 2015USD ($) | Nov. 05, 2015USD ($)shares | Nov. 03, 2015USD ($) | Aug. 07, 2015USD ($)$ / sharesshares | Jan. 28, 2016USD ($) | Dec. 31, 2015USD ($)Number$ / sharesshares | Dec. 31, 2014USD ($)$ / shares | Nov. 04, 2015USD ($) |
Net proceeds from debt | $ 510,000 | ||||||||||
Stated previously interest rate | 5.25% | ||||||||||
Exercise price (in dollars per shares) | $ / shares | $ 1.7 | $ 1.7 | |||||||||
Debt benfical conversion feature | $ 32 | ||||||||||
Placement agent fees | 74,009 | ||||||||||
Discount on debt | $ 982,258 | $ 678,084 | |||||||||
Stock price (in dollars per share) | $ / shares | $ 1.1265 | ||||||||||
Securities Purchase Agreement [Member] | |||||||||||
Debt face amount | $ 9,000,000 | ||||||||||
Senior Notes And Warrants [Member] | Securities Purchase Agreement [Member] | |||||||||||
Conversion price | $ / shares | $ 1.23 | ||||||||||
Notes payable to landlord [Member] | |||||||||||
Number of landlord | Number | 2 | ||||||||||
Deferred lease note payable | $ 291,975 | ||||||||||
2015 Private Placement [Member] | Senior Notes And Warrants [Member] | |||||||||||
Cash proceeds | $ 1,850,000 | ||||||||||
Deposit amount | $ 7,150,000 | ||||||||||
Proceed from sale of debt | $ 1,700,000 | $ 9,000,000 | |||||||||
Description of notes | Under the original terms of the notes, we are 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 | ||||||||||
Placement agent fees | 138,750 | ||||||||||
Offering expenses | $ 100,000 | ||||||||||
2015 Private Placement [Member] | Senior Notes And Warrants [Member] | Subsequent Event [Member] | |||||||||||
Cash proceeds | $ 1,800,000 | $ 1,800,000 | |||||||||
Proceed from sale of debt | $ 620,000 | ||||||||||
Cash proceeds released from the controlled accounts | $ 5,350,000 | 5,350,000 | |||||||||
Number of installment | Number | 8 | ||||||||||
Placement agent fees | $ 50,000 | ||||||||||
Warrant [Member] | |||||||||||
Warrant issued | shares | 10,975,608 | ||||||||||
Exercise price (in dollars per shares) | $ / shares | $ 1.29 | ||||||||||
Warrant [Member] | 2015 Private Placement [Member] | |||||||||||
Warrant issued | shares | 443,328 | ||||||||||
Senior Convertible Note [Member] | |||||||||||
Accrued and unpaid interest | $ 7,074 | ||||||||||
Principal amount | $ 235,294 | $ 11,765 | |||||||||
Conversion price | $ / shares | $ 1.23 | ||||||||||
August 2015 Bridge Notes [Member] | |||||||||||
Accrued and unpaid interest | $ 588 | $ 363,530 | |||||||||
Principal amount | $ 11,765 | 363,530 | |||||||||
August 2015 Bridge Notes [Member] | 2015 Private Placement Of Notes And Warrants [Member] | |||||||||||
Accrued and unpaid interest | $ 363,530 | ||||||||||
August 2015 Bridge Notes [Member] | 2015 Private Placement Of Notes And Warrants Amendment Agreements [Member] | Subsequent Event [Member] | |||||||||||
Principal amount | 1,800,000 | ||||||||||
Total payment amount | $ 3,650,000 | ||||||||||
Becan Development [Member] | Notes payable to landlord [Member] | |||||||||||
Accrued and unpaid interest | $ 12,625 | ||||||||||
Principal amount | 54,375 | ||||||||||
Total payment amount | 67,000 | ||||||||||
S&S Partnership [Member] | Notes payable to landlord [Member] | |||||||||||
Accrued and unpaid interest | 925 | ||||||||||
Principal amount | 17,200 | ||||||||||
Total payment amount | 18,125 | ||||||||||
August 2015 Rollover Bridge Notes [Member] | |||||||||||
Accrued and unpaid interest | 363,530 | ||||||||||
Principal amount | $ 363,530 | ||||||||||
August 2015 Rollover Bridge Notes [Member] | Warrant [Member] | |||||||||||
Warrant issued | shares | 443,328 | ||||||||||
9% Senior Convertible Note [Member] | |||||||||||
Debt face amount | $ 9,363,530 | ||||||||||
Volatility rate | 53.00% | ||||||||||
Risk free interest rate | 0.66% | ||||||||||
Conversion price | $ / shares | $ 1.23 | ||||||||||
Issuance costs for compensation | $ 33,250 | ||||||||||
Discount on debt | 691,861 | ||||||||||
Initial value of warrants | $ 725,111 | ||||||||||
Stock price (in dollars per share) | $ / shares | $ 0.42 | ||||||||||
Credit spread | $ / shares | $ 90 | ||||||||||
Negotiation discount | 90.70% | ||||||||||
Description of payment of principal and interest | As a result of the amendment agreements entered into by us with each selling stockholder on January 28, 2016, an additional $1.8 million was released from the controlled accounts on January 28, 2016, starting on May 2, 2016, and continuing for seven consecutive months thereafter on the 1 st | ||||||||||
Investor [Member] | Warrant [Member] | |||||||||||
Warrant issued | shares | 510,000 | ||||||||||
Warrant term | 5 years | ||||||||||
Exercise price (in dollars per shares) | $ / shares | $ 1.75 | ||||||||||
Warrant fair value | $ 257,550 | ||||||||||
Expected life | 5 years | ||||||||||
Volatility rate | 100.00% | ||||||||||
Risk free interest rate | 1.59% | ||||||||||
Dividend yield | 0.00% | ||||||||||
Investor [Member] | Senior Convertible Note [Member] | |||||||||||
Debt face amount | $ 600,000 | ||||||||||
Net proceeds from debt | $ 510,000 | ||||||||||
Stated previously interest rate | 15.00% | ||||||||||
Effective interest rate | 12.00% | ||||||||||
Debt instrument term | 90 days | ||||||||||
Debt benfical conversion feature | $ 179,947 |
Other Income (Details Narrative
Other Income (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Other income | $ 401,737 | $ 70,970 |
"Turbo Start" trademark | 420,000 | |
Zero value equipment | 255,000 | |
Gain on sale of zero value equipment | 32,000 | |
Net gain on sale of Turbo Start | 367,687 | |
Additional gain on sale of zero value equipment | 34,050 | |
Gain on deposit | 250,000 | |
Note Receivable [Member] | ||
Zero value equipment | $ 165,000 | |
Description of note | This note receivable is being paid to the Company over an eight-month period commencing January 15, 2016 and for seven subsequent months thereafter at the rate of $15,000 per month. |
Going Concern (Details Narrativ
Going Concern (Details Narrative) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Going Concern Details Textual | |
Working capital | $ 300,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
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 | 11,901 |
Granted | 12,480,797 | 2,221,284 |
Exercised | (2,121,729) | (9,875) |
Lapsed | (26) | |
Outstanding at ending | 12,582,352 | 2,223,284 |
Weighted average years remaining | 1 year 11 months 20 days | 5 years |
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 | $ 114.15 | $ 531.65 |
Granted | $ 1.35 | 114.10 |
Exercised | 528.50 | |
Lapsed | 1,964.55 | |
Outstanding at ending | $ 1.85 | $ 114.15 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Life [Roll Forward] | ||
Outstanding at beginning | 5 years | 5 years |
Granted | 5 years | 4 years 7 months 6 days |
Outstanding at ending | 1 year 11 months 19 days | 5 years |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Number of common stock authorized | 100,000,000 | 100,000,000 |
Number of preferred stock authorized | 12,500,000 | 12,500,000 |
Number of common stock issued | 3,967,982 | 206,808 |
Number of common stock outstanding | 3,967,982 | 206,808 |
Common stock voting rights | One vote for each share held. | |
Derivative liability | $ 2,153,920 | $ 2,930,335 |
Placement Agent [Member] | ||
Number of shares issued | 548,780 | |
Warrant [Member] | ||
Number of shares issued | 11,967,716 | |
Warrant [Member] | 2015 Senior Convertible Notes [Member] | ||
Principal amount | $ 9,000,000 | |
Series B Warrants [Member] | ||
Derivative liability | $ 34,521 | $ 2,156,250 |
Equity Compensation (Details)
Equity Compensation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding at beginning balance | 3,872 | 2,967 |
Granted | 12,766 | 1,543 |
Exercised | ||
Forfeited or lapsed | (1,519) | (638) |
Outstanding at ending balance | 15,119 | 3,872 |
Exercisable at ending balance | 9,909 | 2,657 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||
Outstanding at beginning balance | $ 1,381.80 | $ 2,135 |
Granted | $ 35 | $ 288.40 |
Exercised | ||
Forfeited or lapsed | $ 1,210.40 | $ 2,194.50 |
Outstanding at ending balance | 261.13 | 1,381.80 |
Exercisable at ending balance | 379.66 | 1,882.65 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Fair Value [Roll Forward] | ||
Outstanding at beginning balance | 505.40 | 805 |
Granted | $ 15 | $ 153.65 |
Exercised | ||
Forfeited or lapsed | $ 554.78 | $ 697.90 |
Outstanding at ending balance | 87.08 | 505.40 |
Exercisable at ending balance | $ 121.35 | $ 665.70 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Roll Forward] | ||
Outstanding at beginning balance | 5 years 8 months 12 days | 3 years 8 months 12 days |
Granted | 5 years 4 months 24 days | 5 years 6 months |
Outstanding at ending balance | 4 years 10 months 24 days | 5 years 8 months 12 days |
Exercisable at ending balance | 4 years 4 months 24 days | 2 years 9 months 18 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Aggregate Intrinsic Value [Roll Forward] | ||
Outstanding at beginning balance | ||
Granted | ||
Exercised | ||
Forfeited or lapsed | ||
Outstanding at ending balance | ||
Exercisable at ending balance |
Equity Compensation (Details 1)
Equity Compensation (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | ||
Subject to future vesting at beginning balance | 1,215 | |
Granted | 12,766 | 1,543 |
Forfeited or lapsed | (1,519) | |
Vested | (7,252) | |
Subject to future vesting at ending balance | 5,210 | 1,215 |
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 | $ 13.50 | |
Granted | 15 | |
Forfeited or lapsed | 195.35 | |
Vested | 13.31 | |
Subject to future vesting at ending balance | $ 21.89 | $ 13.50 |
Equity Compensation (Details Na
Equity Compensation (Details Narrative) - USD ($) | Jan. 02, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 18, 2014 | Dec. 31, 2013 | Jan. 01, 2005 | Dec. 31, 2004 |
Unrecognized compensation related to non-vested options granted | $ 95,657 | $ 217,136 | |||||
Weighted average period for unrecognized compensation | 1 year 8 months 12 days | ||||||
Non-cash compensation expense | $ 258,009 | 168,776 | |||||
Directors fees | 68,109 | $ 48,306 | |||||
Consulting fees | 49,500 | ||||||
Value of shares for non-cash compensation, first installement | $ 9,180 | ||||||
Number of shares for non-cash compensation, first installement | 231 | ||||||
Share price, first installement (in dollars per share) | $ 1.1265 | ||||||
Value of shares for non-cash compensation, second installement | $ 29,109 | ||||||
Number of shares for non-cash compensation, second installement | 8,885 | ||||||
Share price, second installement (in dollars per share) | $ 3.276 | ||||||
Value of shares for non-cash compensation, third installement | $ 42,000 | ||||||
Number of shares for non-cash compensation, third installement | 12,559 | ||||||
Share price, third installement (in dollars per share) | $ 3.4495 | ||||||
Value of shares for non-cash compensation, fourth installement | $ 46,500 | ||||||
Number of shares for non-cash compensation, fourth installement | 20,697 | ||||||
Share price, fourth installement (in dollars per share) | $ 2.2467 | ||||||
Total value of shares for non-cash compensation | $ 39,375 | ||||||
Total number of shares for non-cash compensation | 41,429 | ||||||
Share price (in dollars per share) | $ 0.954575 | ||||||
Two Directors [Member] | |||||||
Number of options granted | 5,194 | ||||||
Value of options grant date | $ 111,888 | ||||||
Vesting period | 3 years | ||||||
Risk-free interest rate | 1.10% | ||||||
Expected volatility | 63.00% | ||||||
Dividend yield | 0.00% | ||||||
Expected term | 5 years | ||||||
Exercise price | $ 35 | ||||||
Incentive Stock Plan [Member] | |||||||
Number of shares authorized | 40,000 | 20,000 | |||||
Maximum value options for determination of aggregate fair market value | $ 100,000 | ||||||
Independent Directors Stock Option Plan [Member] | |||||||
Number of shares authorized | 60,000 | 60,000 | 20,000 |
Earnings_Loss Per Share (Detail
Earnings/Loss Per Share (Details Narrative) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Weighted average number of shares outstanding, diluted | 26,015,479 | 4,642,654 |
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 |
Income Taxes Expense (Benefit48
Income Taxes Expense (Benefit) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Current income tax expense: | ||
Federal | ||
State | ||
Foreign | ||
Current income tax expense (Benefit) |
Income Taxes Expense (Benefit49
Income Taxes Expense (Benefit) (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Deferred income tax expense (benefit): | ||
Federal | $ (2,873,158) | $ (4,053,430) |
State | (385,114) | (786,841) |
Foreign | 254,464 | 150,438 |
Total deferred tax | (3,003,808) | (4,689,833) |
Less increase in valuation allowance | $ 3,003,808 | $ 4,689,833 |
Net deferred tax | ||
Total income tax expense (benefit) | ||
Individual components giving rise to the deferred tax asset are as follows: | ||
Future tax benefit arising from net operating loss carry forwards | $ 31,209,000 | $ 29,235,000 |
Future tax benefit arising from available tax credits | 1,201,000 | 1,373,000 |
Future tax benefit arising from options/warrants issued for services | 1,433,000 | 1,356,000 |
Other | 1,347,000 | 222,000 |
Total future tax benefit | 35,190,000 | 32,186,000 |
Less valuation allowance | $ (35,190,000) | $ (32,186,000) |
Net deferred tax |
Income Taxes Expense (Benefit50
Income Taxes Expense (Benefit) (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
The components of pretax loss are as follows: | ||
United States | $ (7,389,744) | $ (18,738,250) |
Foreign | ||
Income before tax | $ (7,389,744) | $ (18,738,250) |
Income Taxes Expense (Benefit51
Income Taxes Expense (Benefit) (Details 3) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Statutory U.S. federal income tax rate | (34.00%) | (34.00%) |
State taxes, net | (5.20%) | (4.20%) |
Foreign currency fluctuation | 3.40% | 0.80% |
Revaluation of derivatives | 3.10% | (10.00%) |
Debt discount amortization | 4.50% | 2.45% |
Change in valuation allowance | (28.20%) | 25.27% |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes Expense (Benefit52
Income Taxes Expense (Benefit) (Details Narrative) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carry forwards available to reduce future income taxes in united states | $ 74,000,000 |
Net operating loss carry forwards available to reduce future income taxes in Canada | $ 2,800,000 |
Carry forwards expiration period of US | V arious dates between 2024 and 2034. |
Carry forwards expiration period of Canadian | Various dates between 2015 and 2033. |
Canadina tax credits related to research and development activities | $ 734,000 |
Expiration period of canadian tax credit | V arious dates between 2024 and 2027. |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Accounts payable | $ 118,126 | |
Consulting fees | 68,109 | $ 48,306 |
Commission on the sale of equipment | 7,500 | |
Travel expense reimbursement | 2,112 | $ 780 |
Previous CEO And Interim CEO [Member] | ||
Consulting fees | 91,224 | |
Mr. DiGiancinto [Member] | ||
Meeting fees | $ 17,290 |
Commitments and Contingencies54
Commitments and Contingencies, Concentrations and Significant Contracts (Details Narrative) | Mar. 18, 2016USD ($) | Dec. 28, 2015USD ($) | Oct. 15, 2015USD ($) | Oct. 06, 2015USD ($) | Jan. 28, 2015USD ($) | Mar. 28, 2013USD ($) | Mar. 10, 2013 | May. 26, 2011USD ($)ft² | Nov. 04, 2010USD ($)ft² | Apr. 03, 2010 | Dec. 31, 2015USD ($)ft² | Dec. 31, 2014USD ($) |
Rent expenses | $ 437,964 | $ 437,964 | ||||||||||
Professional fees | 68,109 | 48,306 | ||||||||||
Phoenix Capital Resources [Member] | ||||||||||||
Professional fees | $ 30,000 | |||||||||||
Description of professional fees | a) $200,000 (Minimum Fee), or b) four percent (4.0%) of a Transaction Value up to $5,000,000, plus; five percent (5.0%) of a Transaction Value between $5,000,000 and $7,500,000, plus six percent (6%) of a Transaction Value between $7,500,000 and $10,000,000, plus seven percent (7.0%) of a Transaction Value between $10,000,000 and $12,500,000, plus eight percent (8%) of a Transaction Value between $12,500,000 and $15,000,000, plus nine percent of a Transaction Value between $15,000,000 and $17,500,000, plus ten percent (10.0%) of a Transaction Value greater than $17,500,001 (the Transaction Fee). | |||||||||||
PJM Interconnection (Interconnection Application) [Member] | ||||||||||||
Professional fees | $ 15,000 | |||||||||||
PJM Interconnection (Interconnection Application) [Member] | Subsequent Event [Member] | ||||||||||||
Professional fees | $ 10,000 | |||||||||||
Strategic Marketing, Sales And Reselling Agreement [Member] | Portland OR-based Pacific Energy Ventures LLC [Member] | ||||||||||||
Professional fees | $ 60,000 | |||||||||||
Professional fees percent | 10.00% | |||||||||||
Agreement With Individual [Member] | ||||||||||||
Professional fees | 90,600 | $ 101,400 | ||||||||||
Monthly professional fees | $ 8,000 | |||||||||||
Lease Arrangement [Member] | ||||||||||||
Initial lease term | 4 months | |||||||||||
Rent expenses | $ 15,000 | |||||||||||
Commercial Lease Manufacturing Plant (3601 Clover Lane) [Member] | ||||||||||||
Initial lease term | 3 years | |||||||||||
Renewal lease term | 5 years | |||||||||||
Additional renewal lease term | 5 years | |||||||||||
Description of lease area | Manufacturing facility includes 70,438 square feet of floor space, including 7,859 square feet of office, locker, lab and lunch area, 46,931 square feet of manufacturing space, 1,488 square feet of dedicated lab space, 9,200 square feet of storage buildings and 5,000 square feet of basement area. | |||||||||||
Rent expenses | $ 16,700 | $ 17,200 | ||||||||||
Area of land | ft² | 2,160 | 72,598 | ||||||||||
Monthly rent of lease | $ 17,200 | |||||||||||
Monthly cost of land | $ 500 | |||||||||||
Commercial Lease Building (209 Green Ridge Road) [Member] | ||||||||||||
Renewal lease term | 5 years | |||||||||||
Rent expenses | $ 19,297 | |||||||||||
Area of land | ft² | 45,000 |
Commitments and Contingencies55
Commitments and Contingencies, Concentrations and Significant Contracts (Details Narrative 1) | Nov. 01, 2014USD ($) | Apr. 01, 2013USD ($)$ / sharesshares | May. 31, 2015USD ($) | Jun. 30, 2010shares | Dec. 31, 2015USD ($)Number$ / sharesshares | Dec. 31, 2014USD ($)Number$ / sharesshares | Apr. 01, 2010shares |
Number of options granted | shares | 12,766 | 1,543 | |||||
Exercise price (in dollars per share) | $ / shares | $ 35 | $ 288.40 | |||||
Executive Employment Agreement [Member] | Mr. Philip S. Baker [Member] | |||||||
Agreement term | 3 years | ||||||
Annual compensation | $ 199,800 | ||||||
Annual stipend | 19,980 | ||||||
Annual car allowance | $ 6,000 | ||||||
Number of options granted | shares | 4,600 | ||||||
Exercise price (in dollars per share) | $ / shares | $ 75 | ||||||
Expiration period | 5 years | ||||||
Number of option vested | shares | 120 | 520 | |||||
Description of option vested | 120 options vested monthly through the remaining 34 months of his contract. | ||||||
Executive Employment Agreement [Member] | Mr.Charles R. Trego [Member] | |||||||
Agreement term | 2 years | ||||||
Annual compensation | $ 225,000 | ||||||
Annual stipend | 22,500 | ||||||
Annual car allowance | 7,500 | ||||||
Accrued stipend paid | $ 22,500 | ||||||
Executive Employment Agreement [Member] | Mr.Charles Trego, Phillip Baker and Two other executives [Member] | |||||||
Annual compensation | $ 104,992 | $ 51,988 | |||||
Executive Employment Agreement [Member] | Mr. DiGiancinto [Member] | |||||||
Annual compensation | $ 32,250 | ||||||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | |||||||
Concentration risk, percentage | 66.00% | 74.20% | |||||
Number of customer | Number | 3 | 1 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Apr. 08, 2016USD ($)shares | Feb. 23, 2016USD ($) | Feb. 12, 2016USD ($)shares | Jan. 28, 2016USD ($)Number | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Professional fees | $ 68,109 | $ 48,306 | ||||
Subsequent Event [Member] | ||||||
Proceeds from lines of credit | $ 45,000 | |||||
Subsequent Event [Member] | Senior Notes And Warrants [Member] | 9 Million Financing Transaction [Member] | ||||||
Cash proceeds | $ 1,800,000 | |||||
Cash proceeds released from the controlled accounts | 5,350,000 | |||||
Monthly cash proceeds released from the controlled accounts | $ 668,750 | |||||
Number of installment | Number | 8 | |||||
Number of shares issued upon debt conversion | shares | 9,942,180 | |||||
Value of shares issued upon debt conversion | $ 1,192,209 | |||||
Number of shares issued upon debt conversion interest | shares | 1,079,484 | |||||
Value of shares issued upon debt conversion interest | $ 110,484 | |||||
Number of shares issued upon debt conversion whole interest | shares | 679,810 | |||||
Value of shares issued upon debt conversion whole interest | $ 82,348 | |||||
Subsequent Event [Member] | Marketing Firm [Member] | ||||||
Number of shares issued upon debt conversion | shares | 11,701,474 | |||||
Professional fees | $ 15,000 | |||||
Professional fees | $ 115,000 |