Stockholders' Equity | 8. 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, 2016, 2015 and 2014, a total of 108,576 59,500 17,524 40,286 56,583 67,541 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. As a result of multiple issuances of shares of common stock, as of June 30, 2016, the initial conversion prices have been adjusted from $32.00 per share to $0.75 per share. Series C Preferred Stock Each share of 0 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 In May, June and July, 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 1,626,663 666,667 66,667 666,667 813,332 1,219,997 67,600 On the final closing date July 27, 2015 the Placement Agent was issued 555,552 0.75 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 the Warrants and the Placement Agent Warrants shall be $ 1.50 0.75 The Company first allocated the proceeds from the offering to the Warrants based upon the fair value of the Warrant which amounted to $ 1,742,703 559,261 3,313 1,993,560 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 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. May/June 2015 Issuance June 30, 2015 July 2015 Issuance June 30, 2016 Estimated life in years 2.5 2.4 2.5 1.4 - 1.5 Risk-free interest rate (1) 0.73% 0.73% 0.91% 0.64% Volatility 115.20% 115.20% 108.60% 110.90% Dividend paid None None 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 final closing date July 27, 2015 and ending on the date that is the earlier of 18 months from the final 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, 775,062 142,854 12,405 254,027 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 Series C 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 $ 790,507 135,701 In accordance with the Registration Rights Agreement, entered into by the Company and the subscribers of Units, the Company was required to file a registration statement covering the registrable security for an offering to be made on a continuous basis pursuant to Rule 415 within 45 days from the final closing, and to be declared effected no later than 120 days from the final closing date. The agreement included 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 would 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 would 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 would 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 is negotiating with the subscribers of the offering regarding a waiver of the penalties for filing of a registration statement and continued listing. 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 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 Warrants Weighted Aggregate Average Exercise Price Number Exercise Price Range 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 Granted 1,368,854 $ 1.20 $ 0.75- $ 1.50 Exercised - - - Cancelled - - - Expired (3,050) 33.77 $ 32.00 - $ 140.00 Outstanding, June 30, 2016 8,698,580 2.83 $ 0.75- $ 108.00 Warrants as liabilities at June 30, 2014 - - Warrants as liabilities at June 30, 2015 (1) 3,552,639 $ 1.50 Warrants as liabilities at June 30, 2016 (1) 4,921,493 $ 1.42 (1) Exercise price subject to reset as discussed in Public Placements of Serice C Preferred Stock As of June 30, 2016, all of the above warrants are exercisable expiring at various dates through 2020. At June 30, 2016, the weighted-average exercise price on the above warrants was $ 2.83 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 |