Stockholders' Equity | 9. Stockholders’ Equity: Series A Preferred Stock Each share of Series A Convertible Preferred Stock has a stated value of $ 1,000 10 If the dividends are paid in shares of Common Stock, such shares will be priced at the lower of 90% of the average volume weighted-average price for the 20 trading days immediately preceding the payment date or $22.40. Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, the Holders shall be entitled to receive an amount equal to the Stated Value plus any accrued and unpaid dividends and any other fees or liquidated damages then due and owing thereon for each share of Series A Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities. If the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be ratably distributed among the Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. During the fiscal years ended June, 30, 2015, 2014 and 2013, a total of 59,500 17,524 37,197 56,583 67,541 591,321 The shares of Series A Convertible Preferred Stock were convertible into shares of Common Stock at an initial conversion price of $ 32.00 The conversion price is subject to adjustment if the Company sells or grants any Common Stock or Common Stock equivalents, subject to certain exclusions, at an effective price per share that is lower than the conversion price of the Series A Convertible Preferred Stock. After 18 months from the date of issuance of the Series A Convertible Preferred Stock, if the Company’s Common Stock trades above $80.00 for 20 out of 30 consecutive trading days, the Series A Convertible Preferred Stock will no longer be subject to adjustment. As a result of multiple issuances of shares of common stock, as of June 30, 2015, the initial conversion prices have been adjusted from $32.00 per share to $0.75 per share. During the fiscal years ended June 30, 2015, 2014 and 2013, in connection with the adjustments to the conversion price, due to a beneficial conversion feature, dividends in the amount of $ 0 0 1,076,355 Warrants Pursuant to the purchase agreements, the Company delivered a Warrant to purchase shares of Common Stock to the Series A Non-Affiliate Investors and a Warrant to purchase shares of Common Stock to the Series B Affiliate Investors (the “Warrants”). Each Warrant has an initial exercise price of $ 35.00 4.99 9.99 60 Series C Preferred Stock Each share of 0 .01 7.50 0.75 4.99 The Series C Preferred Stock is entitled to receive dividends (on an as-converted to Common Stock basis) to and in the same form as dividends actually paid on shares of Common Stock and are entitled to the number of votes equal to the number of shares of Common Stock issuable upon conversion of the Series C Preferred Stock, subject to beneficial ownership limitations on conversion. Holders of Series C Preferred Stock shall vote together with the holders of Common Stock and not vote as a separate class. In connection with a liquidation event, any payment due on the Series C Preferred Stock shall be made payable prior to, and in preference of, any Common Stock. In addition, if the Company grants options, purchase rights or other securities to all existing holders of Common Stock, other than certain exempt issuances, the holders of the Series C Preferred Stock have the right to purchase such number of shares of Common Stock that would have been provided to such holder if such holder held the number of shares of Common Stock underlying the Series C Preferred Stock. Upon the liquidation, dissolution or winding up of the business of the Company, whether voluntary or involuntary, each holder of Series C Preferred Shares shall be entitled to receive a preferential amount in cash equal to the Par Value. All preferential amounts to be paid to the holders of Series C Preferred Shares shall be paid before the payment or setting apart for payment of any amount for, or the distribution of any assets of the Company to the holders of (i) any other class or series of capital stock whose terms expressly provide that the holders of Series C Preferred Shares should receive preferential payment with respect to such distribution (to the extent of such preference) and (ii) the Common Stock but not before any payment to holders of outstanding shares of the Company’s Series A Preferred Stock. If upon any such distribution the assets of the Company shall be insufficient to pay the holders of the Series C Preferred Shares the full amounts to which they shall be entitled, such holders shall share ratably in any distribution of assets in accordance with the sums which would be payable on such distribution if all sums payable thereon were paid in full. Public Placements of Series C Preferred Stock, Common Stock and Warrants May and June 2015 In May and June, 2015, the Company sold units of its securities (the “Units”) with each Unit consisting of one share of the Company’s common stock or, at the election of the Investor, shares of the Company’s newly designated 0% Series C Convertible Preferred Stock (the “Series C Preferred Stock”) and a warrant to purchase one half of one share of Common Stock at an exercise price of $ 1.50 0.75 4,746,952 2,358,370 235,837 2,358,370 3,552,640 5,328,966 501,397 The warrants are entitled to be exercised at any time on or after the issuance date and on or prior to the close of business on the thirty month anniversary of their issuance. The initial exercise price per share of the Common Stock under this warrant shall be $1.50, subject to adjustment. In accordance with the terms of the warrant agreement, for a period beginning on the closing date (July 27, 2015) and ending on the date that is the earlier of 18 months from the final closing date and (ii) the date the Company’s Common Stock is listed for trading on a national securities exchange, subject to certain restrictions as outlined in the agreement, if the Company issues any Common Stock or common stock equivalents, for a consideration less than the exercise price, the exercise price shall be reduced to such other lower price for then outstanding warrants. The Company first allocated the proceeds from the offering to the warrants based upon the fair value of the warrant which amounted to $ 1,742,703 3,313 The warrant liabilities represent the fair value of Common Stock purchase warrants which have exercise price reset features estimated using a Monte Carlo valuation model. The Company computes a valuation using the Monte Carlo model for such warrants to account for the various possibilities that could occur due to changes in the inputs to the model as a result of contractually-obligated changes. These estimates of the likelihood of completing an equity raise that would meet the criteria to trigger the reset provisions are based on numerous factors, including the remaining term of the financial instruments and the Company’s overall financial condition. Changes in the unobservable input values would have likely cause material changes in the fair value of the Company’s Level 3 financial instruments. The significant unobservable input used in the fair value measurement was the estimation of the likelihood of the occurrence of a change to the strike price of the warrants. A significant increase (decrease) in this likelihood would have resulted in a higher (lower) fair value measurement. Date of Issuance June 30, 2015 Estimated life in years 2.5 2.4 Risk-free interest rate (1) 0.73% 0.73% Volatility 115.20% 115.20% Dividend paid None None (1) Represents the interest rate on a U.S. Treasury security with a maturity date corresponding to that of the warrant term. In connection with the purchase of units, for a period beginning on the closing date (July 27, 2015) and ending on the date that is the earlier of 18 months from the closing date and the date the Company’s Common Stock is listed for trading on a national securities exchange, subject to certain restrictions as outlined in the agreement, if at any time the Company shall issue any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) at a price per share or conversion or exercise price per share which shall be less than $ 0.75 0.01 Derivatives and Hedging-Contracts in Entity’s Own Equity, 775,062 12,405 The fair value of the right is estimated using a Monte Carlo model. The unobservable input used by the Company was the estimation of the likelihood of a reset occurring on the warrants and the anti-dilutive Rights. These estimates of the likelihood of completing an equity raise that would meet the criteria to trigger the reset provisions and anti-dilutive Rights are based on numerous factors, including the remaining term of the financial instruments and the Company’s overall financial condition In connection with allocation of the gross proceeds to the issuance of the Series C Preferred Stock, the Company determined that the Preferred Stock’s conversion feature was considered to be beneficial. A beneficial conversion feature requires the Company to record a deemed dividend for a non-detachable conversion feature that is in the money at the issuance date. As a result, the Company recorded a deemed dividend amounting to $ 790,507 In accordance with the Registration Rights agreement, the Company has 45 days from the final closing date to prepare and file a registration statement covering the registrable securities for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall cause the registration statement to become effective and remain effective in accordance with the terms of the agreement. The Company shall use its reasonable best efforts to cause the registration statement to be declared effective under the Securities Act as soon as possible and, in any event, by the effectiveness date which is defined as 120 days from the final closing date. The Company shall use its reasonable best efforts to keep the registration statement continuously effective under the Securities Act until all registrable securities covered by such registration statement have been sold. The agreement includes a penalty of 1% per month of the investor’s investment, payable in cash, for every 30 day period up to a maximum of 6% for failure to comply with the terms of the agreement. In addition, the Company will also take all commercially reasonable action necessary to continue the listing or quotation and trading of its Common Stock on a principal market for as long as any subscriber holds securities, and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the principal market at least until five years after the closing date. In the event the listing is not continuously maintained for five years after the closing date, on each monthly anniversary of each such listing default date until the applicable listing default is cured, the Company shall pay to each subscriber an amount in cash, as partial liquidated damages equal to 1% of the subscriber’s amounts invested held as of each such date. The Company believes that it is probable that the registration statement will be filed within the 30 day grace period and no penalty will be incurred. In addition, the Company feels that it is probable that once registered, the registration statement will continue to remain valid, incurring no future penalty. In addition, on July 27, 2015, the Company sold an additional 959,996 666,667 66,667 666,667 1,219,997 December 16, 2013 On December 16, 2013, the Company completed a Common Stock and Warrant offering for $ 5,400,000 180,000 3 4 4 The net offering proceeds to the Company from the sale of the units, after deducting the offering expenses of $ 121,764 5,278,236 On February 21, 2014, the Company amended and restated 1,746,666 2.00 2,820,866 Following the amendment of the series B Warrants, the Warrant Holders of Amended Warrants to purchase 1,746,666 shares of Common Stock exercised their Amended Warrants, resulting in gross proceeds to the Company of $ 3,493,332 On June 13, 2014, the Company amended and restated 1,630,000 847,600 October 2, 2013 On October 2, 2013, the Company completed a Common Stock offering for $ 1,725,000 690,000 2.50 5.00 2 The net offering proceeds to the Company from the sale of the Common Stock, after deducting the offering expenses of $ 164,230 1,560,770 May 9, 2013 On May 9, 2013, the Company entered into definitive agreements to issue 418,333 3.00 1,255,000 The net offering proceeds to the Company from the sale of the Common Stock, after deducting the offering expenses of $ 153,318 1,101,682 The Offering closed on May 10, 2013 In connection with the offering of common stock on October 2, 2013, the Company issued an additional 3,867 15,468 In connection with the amendment to the Series B warrants on February 21, 2014, the Company issued an additional 8,770 35,606 January 4, 2013 Placement On January 4, 2013, the Company entered into definitive agreements to issue 300,000 300,000 12.00 3,000,000 459,000 10.00 The net offering proceeds to the Company from the sale of the Common Stock and Warrants, after deducting the offering expenses of $ 151,202 2,848,798 The Offering closed on January 8, 2013 Warrants Weighted Aggregate Average Exercise Price Number Exercise Price Range Outstanding, June 30, 2012 574,763 $ 41.38 $ 1.00 - $ 345.00 Granted 300,000 3.00 3.00 Exercised (472,625) 14.69 3.00 - 35.00 Cancelled - - - Expired (118,982) 63.33 101.00 - 235.00 Outstanding, June 30, 2013 283,156 36.06 $ 1.00 - $ 345.00 Granted 8,978,481 141.84 2.00 - 4.00 Exercised (2,023,658) 3.84 52.00 - 315.00 Cancelled - - - Expired (205) 308.78 60.00 - 315.00 Outstanding, June 30, 2014 7,237,774 $ 4.77 $ 1.00 - $ 345.00 Granted 3,552,639 1.50 1.50 Exercised - - - Cancelled - - - Expired (3,457,637) 4.84 $ 3.00 - $ 345.00 Outstanding, June 30, 2015 7,332,776 $ 3.15 $ 1.00 - $ 140.00 Warrants as liabilities at June 30, 2013 - - Warrants as liabilities at June 30, 2014 - - Warrants as liabilities at June 30, 2015 (1) 3,552,639 $ 1.50 (1) Exercise price subject to reset as discussed in May and June 2015 As of June 30, 2015, all of the above warrants are exercisable expiring at various dates through 2020. At June 30, 2015, the weighted-average exercise price on the above warrants was $ 3.15 On April 8, 2013 and June 24, 2013, pursuant to warrant exchange agreements, an aggregate of 300,000 12.00 3.00 300,000 939,375 On February 21, 2014, pursuant to warrant amendment agreements, an aggregate of 1,746,666 4.00 2.00 1,746,666 3,493,332 2,820,866 On June 13, 2014, pursuant to warrant amendment agreements, an aggregate of 3,260,030 1,695,216 |