Note G - Stockholders' Equity | 6 Months Ended |
Jun. 30, 2014 |
Stockholders' Equity Note [Abstract] | ' |
Stockholders' Equity Note Disclosure [Text Block] | ' |
NOTE G — STOCKHOLDERS’ EQUITY |
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[1] Preferred Stock |
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On August 30, 2000, we amended our certificate of incorporation to permit the Company to issue up to 100,000,000 shares of $0.01 par value preferred stock. Under the amendment, the board of directors has the authority to allocate these shares into as many separate classes of preferred as it deems appropriate and with respect to each class, designate the number of preferred shares issuable and the relative rights, preferences, seniority with respect to other classes and to our common stock and any limitations and/or restrictions that may be applicable without obtaining shareholder approval. |
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(a) | Class A Preferred Stock | | | | | | | | | | | | | | | |
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No Class A Preferred shares were sold during the six month period ended June 30, 2014 and the year ended December 31, 2013. There were 0 Class A Preferred shares converted in each of the six month periods ended June 30, 2014 and 2013. For each of the three and six month periods ended June 30, 2014 and 2013, we settled 0 Class A Preferred dividends. |
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At June 30, 2014, there were 587,101 outstanding shares of Class A Preferred stock, of which 11,339 shares resulted from the settlement of dividends due to conversion, and those shares no longer accrue dividends. The value of dividends payable upon the conversion of the remaining 575,762 outstanding shares of Class A Preferred stock amounted to approximately $2,134,000 at June 30, 2014, of which $115,000 was accrued during the six month period ended June 30, 2014. |
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In the event of the liquidation, dissolution and winding up of the Company, and subject to the liquidation rights and privileges of our Class C Preferred, Class A Preferred shareholders have a liquidation preference with respect to all accumulated and unsettled dividends. The value of the Class A Preferred shareholders’ liquidation preference was approximately $2,134,000 and $2,019,000 at June 30, 2014 and December 31, 2013, respectively. In the event of a liquidation, dissolution or winding up of the Company, unpaid accumulated dividends on the Class A Preferred are payable in Class A Preferred shares at a rate of 1 share of Class A Preferred for each $4.00 of dividends. |
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(b) | Class B Preferred Stock | | | | | | | | | | | | | | | |
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No Class B Preferred shares were sold during the six month period ended June 30, 2014 and the year ended December 31, 2013. |
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No Class B Preferred shares were issued to converting Class B Preferred shareholders as a dividend during the six month period ended June 30, 2014 and the year ended December 31, 2013. Depending upon our cash position, from time to time we may request that a converting preferred shareholder receiving dividends in cash consent to receive shares of restricted common stock in lieu thereof. During the six month periods ended June 30, 2014 and 2013, we settled 0 Class B Preferred dividends. |
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At June 30, 2014, dividends payable upon the conversion of 67,500 outstanding shares of Class B Preferred amounted to approximately $302,000, of which $17,000 was accrued during the six month period ended June 30, 2014. In the event of the liquidation, dissolution and winding up of the Company, and subject to the liquidation rights and privileges of our Class C Preferred and our Class A Preferred, Class B Preferred shareholders have a liquidation preference with respect to all accumulated and unsettled dividends. The value of the Class B Preferred shareholders’ liquidation preference was $302,000 and $285,000 at June 30, 2014 and December 31, 2013, respectively. In the event of a liquidation, dissolution or winding up of the Company, unpaid accumulated dividends on the Class B Preferred are payable in Class B Preferred shares at a rate of 1 share of Class B Preferred for each $5.00 of dividends. |
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(c) | Series C Preferred Stock | | | | | | | | | | | | | | | |
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For the six month period ended June 30, 2014 and for the year ended December 31, 2013, Series C Preferred shareholders converted 0 shares of Series C Preferred into common stock. At June 30, 2014, there were 16,250,000 shares of Series C Preferred stock outstanding. The value of the Series C Preferred shareholders’ liquidation preference was $6,500,000 at June 30, 2014. |
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(d) | Series C-2 Preferred Stock | | | | | | | | | | | | | | | |
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In March 2014, the board of directors authorized, and Class A Preferred, Class B Preferred and Series C Preferred shareholders approved, a third series of preferred stock, namely 25,000,000 shares of Series C-2 Voting Convertible Preferred Stock. On March 28, 2014, we sold and issued a total of 25,000,000 shares of Series C-2 Voting Convertible Preferred Stock in a private placement transaction, generating gross proceeds of $5,000,000. Direct expenses of approximately $46,000 pertaining to the transaction, consisting of primarily external legal costs, were incurred, resulting in net proceeds of approximately $4,954,000. |
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Each Series C-2 Preferred Share is convertible, at the holder’s election, into one share of our common stock, par value $0.01 per share. The conversion rate is subject to adjustment in the event of the issuance of common stock as a dividend or distribution, and the subdivision or combination of the outstanding common stock or a reorganization, recapitalization, reclassification, consolidation or merger of the Company. |
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The Series C-2 Preferred Shares have a liquidation preference at their stated value per share of $0.20 that ranks pari passu to our existing Series C Voting Convertible Preferred Shares and is senior to our common stock, and our Class A Non-Voting Cumulative Convertible Preferred Shares and Class B Non-Voting Cumulative Convertible Preferred Shares. The liquidation preference is payable upon a liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or upon a deemed liquidation of the Company. A deemed liquidation includes, unless decided by the holders of at least two-thirds of the Series C-2 Preferred Shares, any consolidation, merger, or reorganization of the Company in which the shareholders of the Company own less than fifty percent of the voting power of the resultant entity, or an acquisition to which the Company is a party in which at least fifty percent of the Company’s voting power is transferred, or the sale, lease, exclusive license or transfer of all or substantially all of the assets or intellectual property of the Company other than to a wholly owned subsidiary. |
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The Series C-2 Preferred Shares are not entitled to receive preferred dividends and have no redemption right, but are entitled to participate, on an as converted basis, with holders of outstanding shares of common stock in dividends and distributions on liquidation after all preferred shares have received payment in full of any preferred dividends or liquidation preferences. The Series C-2 Preferred Shares vote with the common stock on an as-converted basis. We may not, without approval of the holders of at least two-thirds of the Series C-2 Preferred Shares, (i) create any class or series of stock that is pari passu or senior to the Series C-2 Preferred Shares; (ii) create any class or series of stock that would share in the liquidation preference of the Series C-2 Preferred Shares or that is entitled to dividends payable other than in common stock or Series C-2 Preferred Shares of its own series, (iii) acquire any equity security or pay any dividend, except dividends on a class or series of stock that is junior to the Series C Preferred Shares, payable in such junior stock, (iv) reissue any Series C-2 Preferred Shares, (v) declare or pay any dividend that would impair the payment of the liquidation preference of the Series C-2 Preferred Shares, (vi) authorize or issue any additional Preferred Shares, (vii) change the Certificate of Incorporation to adversely affect the rights of the holders of the Series C-2 Preferred Shares, or (viii) authorize, commit to or consummate any liquidation, dissolution or winding up in which the liquidation preference of the Series C-2 Preferred Shares would not be paid in full. |
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Pursuant to the transaction, we must within 180 days, use commercially reasonable efforts to raise $1,000,000, in a separate private placement or private placements, through the offer and sale of an additional Series C-3 Voting Convertible Preferred Stock, par value $0.01 per share (the “Series C-3 Preferred Shares”). The Series C-3 Preferred Shares, if and when created, will rank pari passu with the existing Series C Voting Convertible Preferred Shares and the Series C-2 Preferred Shares, and have a senior preference in liquidation or deemed liquidation over the Company’s outstanding shares of common stock, and Class A and Class B Preferred stock. The Series C-3 Preferred Shares would be convertible on a one-to-one basis into shares of common stock (subject to adjustment) without payment of any additional consideration. The Series C-3 Preferred Shares would not be entitled to preferred dividends, but similar to the Series C-2 Preferred Shares, would be entitled to participate, on an as converted basis, with shares of common stock in dividends and distributions on liquidation after all preferred shares have received payment in full of any preferred dividends or liquidation preferences, have such other customary rights, privileges, preferences and limitations. The pricing of the Series C-3 Preferred Shares will be determined by the Board of Directors prior to the initial closing of the sale of those shares. |
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We plan to conduct the sale of the Series C-3 Preferred Shares sometime in the near future. The Series C-2 Preferred Shares, and the Series C-3 Preferred Shares to be sold, will not be and have not been registered under the Securities Act of 1933, as amended, or the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. There can be no assurance that we will be successful in raising any needed amounts on these terms for these uses or that these amounts will be sufficient for our plans. |
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In conjunction with the issuance of the 25,000,000 shares of Series C-2 Preferred stock, we computed the value of the non-cash beneficial conversion feature associated with the right to convert the shares into common stock on a one-for-one basis. We compared the fair value of our common stock on the date of issuance with the effective conversion price, and determined that the value of the non-cash beneficial conversion feature was approximately $4,250,000, which was recorded in the first quarter of 2014 and is reflected in our condensed consolidated statements of operations for the six month period ended June 30, 2014 as an adjustment to arrive at the net loss attributable to common stockholders. |
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For the six month period ended June 30, 2014, Series C-2 Preferred shareholders converted 0 shares of Series C-2 Preferred into common stock. At June 30, 2014, there were 25,000,000 shares of Preferred C-2 stock outstanding. The value of the Series C-2 Preferred shareholders’ liquidation preference was $5,000,000 at June 30, 2014. |
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[2] Stock Options |
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(a) | 1998 Stock Option Plan | | | | | | | | | | | | | | | |
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In December 1997, our board approved a Stock Option Plan (the “1998 Plan”) which provided for the granting of up to 2,000,000 shares of common stock, pursuant to which officers, directors, key employees and key consultants/advisors are eligible to receive incentive, nonqualified or reload stock options which plan was ratified by the shareholders on May 28, 1998. Options granted under the 1998 Plan are exercisable for a period of up to 10 years from date of grant at an exercise price which is not less than the fair value on date of grant, except that the exercise period of options granted to a stockholder owning more than 10% of the outstanding capital stock may not exceed five years and their exercise price may not be less than 110% of the fair value of the common stock at date of grant. Options may vest over five years. |
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By its terms, our 1998 Plan terminated as to the grant of future options on May 27, 2008. Consequently, no additional stock options will be granted under the 1998 Plan, although outstanding options remain available for exercise in accordance with their terms. There were 0 options exercised under the 1998 Plan during each of the three month periods ended March 31, 2014 and 2013. |
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During the three and six month periods ended June 30, 2013, 50,000 options expired under the 1998 Plan. As of June 30, 2014, there were 100,000 outstanding stock options under the 1998 Plan, all of which were fully vested. As of June 30, 2014, we had $0 unrecognized stock compensation related to unvested awards under the 1998 Plan. |
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(b) | 2011 Stock Option Plan | | | | | | | | | | | | | | | |
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On November 3, 2010, the board adopted, and on January 27, 2011 the shareholders approved, the 2011 Stock Option Plan (“2011 Plan”) which provides for the grant of up to 3,000,000 common stock options to provide equity incentives to directors, officers, employees and consultants. Two types of options may be granted under the 2011 Plan: non-qualified options and incentive options. |
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Non-qualified options may be granted to our officers, directors, employees and outside consultants. Incentive options may be granted only to our employees, including officers and directors who are also employees. In the case of non-qualified options, the exercise price may be less than the fair market value of our stock on the date of grant. In the case of incentive options, the exercise price may not be less than such fair market value and in the case of an employee who owns more than 10% of our common stock, the exercise price may not be less than 110% of such market price. Options generally are exercisable for ten years from the date of grant, except that the exercise period for an incentive option granted to an employee who owns more than 10% of our stock may not be greater than five years. |
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Effective January 22, 2014, General Wesley K. Clark, one of our board members, tendered his resignation as a voting member of the Company’s board of directors due to personal reasons. In order to continue to support the Company, Gen. Clark agreed to accept a role as a non-voting special advisor to the board. In connection with this event, the board approved a modification to Gen. Clark’s stock option agreement for 250,000 options (as initially granted on January 28, 2011 and subsequently amended on March 20, 2012), to allow for his stock options to remain intact in his new role as special advisor to the board. As of January 22, 2014, Gen. Clark is considered a non-employee for purposes of determining expense associated with stock compensation, and as such the expense reflected on our condensed consolidated statement of operations will fluctuate based on fair value in accordance with FASB ASC 505-50, “Equity-Based Payments to Non-Employees.” During the first quarter of 2014, we recognized a credit adjustment to expense of approximately $109,000 as a result of the impact from this modification. Fair value is determined based on updated valuation assumptions for the options using the Black-Scholes valuation model as of the applicable measurement date. The period over which the remaining amount of unrecognized expense of approximately $5,000 as of June 30, 2014 will be recognized will be related to Gen. Clark’s requisite service period for the unvested tranches of the options, which is concurrent with the vesting dates of the remaining unvested tranches of the options. |
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In August 2013, we granted an incentive stock option to an existing employee to acquire 25,000 common shares at an exercise price of $0.45 per share, exercisable for 10 years. The option vests in four tranches of 25% of the total granted shares on each of the four annual anniversary dates from the initial date of grant. |
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In November 2013, we granted a non-qualified stock option to our chairman of the board to acquire 100,000 common shares at an exercise price of $0.36 per share, exercisable for 10 years. This grant relates to the chairman’s services as a director and replaced a previously issued option that had recently expired by its terms. The option vests in four tranches of 25% of the total granted shares on each of the four annual anniversary dates from the initial date of grant. |
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During the first six months of 2014, we granted incentive stock options to existing employees to acquire 10,500 common shares at a weighted average exercise price of $0.40 per share, exercisable for 10 years. The options vest in four tranches of 25% of the total granted shares on each of the four annual anniversary dates from the initial dates of grant. |
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In June 2014, 125,000 options expired due to the departure of our former chief technology officer. This resulted in a credit of $58,000 in non-cash stock-based compensation expense in the condensed consolidated statement of operations due to a reversal of expense that had accumulated over the vesting period of the applicable tranches for the unvested options. |
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During the three month period ended June 30, 2014, we granted 10,000 stock options under the 2011 Plan, 250 options became vested, 125,000 options were forfeited, and 0 options were exercised. During the three month period ended June 30, 2013, we granted 0 stock options under the 2011 Plan, 250 options became vested, and 0 options expired or were exercised. During the six month period ended June 30, 2014, we granted 10,500 stock options under the 2011 Plan, 125,500 options became vested, 125,000 options were forfeited, and 0 options were exercised. During the six month period ended June 30, 2013, we granted 0 stock options under the 2011 Plan, 125,500 options became vested, and 0 options expired or were exercised. As of June 30, 2014, there were 1,192,500 stock options outstanding under the 2011 Plan, 671,246 of which were vested. At June 30, 2014, there were 1,807,500 options remaining available for future grant under the 2011 Plan. |
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(c) | Non-Plan Options | | | | | | | | | | | | | | | |
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As of June 30, 2014, there were a total of 7,063,336 non-plan options outstanding, of which 4,575,836 were fully vested. During each of the three month periods ended June 30, 2014 and 2013, we granted 0 non-plan stock options, 0 options became vested, and 0 options were exercised or cancelled. During each of the six month periods ended June 30, 2014 and 2013, we granted 0 non-plan stock options, 337,500 options became vested, and 0 options were exercised or cancelled. |
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(d) | Summary | | | | | | | | | | | | | | | |
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For the three month periods ended June 30, 2014 and 2013, compensation cost related to all stock options amounted to $30,000 and $179,000, respectively. For the six month periods ended June 30, 2014 and 2013, compensation cost related to all stock options amounted to $43,000 and $408,000, respectively. As of June 30, 2014, there was approximately $366,000 of total unrecognized compensation costs related to outstanding stock options, which are expected to be recognized over the next 3.8 years, of which approximately $6,000 is subject to non-employee mark-to-market adjustments. |
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During the three month period ended June 30, 2014, we granted 10,000 stock options with a weighted average grant-date fair value of $0.37. During the six month period ended June 30, 2014, we granted 10,500 stock options with a weighted average grant date fair value of $0.37. During the three and six month periods ended June 30, 2013, we granted 0 stock options. The total grant date fair value of all stock options vested during each of the three month periods ended June 30, 2014 and 2013 was approximately $0. The total grant date fair value of all stock options vested during the six month periods ended June 30, 2014 and 2013 was approximately $688,000 and $680,000, respectively. |
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The fair value of each option granted during the six month period ended June 30, 2014 was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions (no options were granted during the six month period ended June 30, 2013): |
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| | 2014 | | | | | | | | | | | | | |
Expected Term (years) | | | 6.3 | | | | | | | | | | | | | |
Expected forfeiture rate | | | 0 | % | | | | | | | | | | | | |
Risk-free rate | | | 2.1 | % | | | | | | | | | | | | |
Volatility | | | 135.1 | % | | | | | | | | | | | | |
Dividend yield | | | 0 | % | | | | | | | | | | | | |
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The average risk-free interest rate is based on the U.S. treasury security rate in effect as of the grant date. We determined expected volatility using the historical closing stock price. The expected term was generally determined using the simplified method as we do not believe we have sufficient historical stock option exercise experience on which to base the expected term. |
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The following summarizes the activity of all of our outstanding stock options for the three month period ended June 30, 2014: |
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| | | | | | | | | | Weighted | | | | | |
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| | | | | | Average | | | Remaining | | | Aggregate | |
| | | | | | Exercise | | | Contractual | | | Intrinsic | |
| | Shares | | | Price | | | Term (years) | | | Value | |
Outstanding at January 1, 2014 | | | 8,470,336 | (A) | | $ | 0.69 | | | | | | | | | |
Granted | | | 10,500 | | | | 0.4 | | | | | | | | | |
Exercised | | | 0 | | | | 0 | | | | | | | | | |
Canceled or expired | | | (125,000 | ) | | | 0.82 | | | | | | | | | |
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Outstanding at June 30, 2014 | | | 8,355,836 | (A) | | $ | 0.69 | | | | 6.4 | | | $ | 0 | |
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Exercisable at June 30, 2014 | | | 5,347,082 | | | $ | 0.81 | | | | 6.2 | | | $ | 0 | |
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Note (A) – Figures include the impact of 405,000 options that were granted in 2011 to replace options / warrants previously granted to certain engineering personnel. The previously issued options / warrants will expire as the newer options vest on a one-to-one basis. During the fourth quarter of 2012, 134,998 of these options vested, and 98,332 previously issued options and 36,666 previously issued warrants were cancelled concurrently in conjunction with the vesting of the 2011. Again during 2013, 134,998 of these options vested, and 98,332 previously issued options and 36,666 previously issued warrants were cancelled concurrently in conjunction with the vesting of the 2011 options. As of June 30, 2014, there are 135,004 of the 2011 options remaining to vest. |
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As of June 30, 2014, the exercise prices of all outstanding stock options, as well as all vested stock options, ranged from $0.34 per share to $5.00 per share. |
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[3] Warrants |
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The following summarizes the activity of our outstanding warrants for the six month period ended June 30, 2014: |
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| | | | | | | | | | Weighted | | | | | |
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| | | | | | Average | | | Remaining | | | Aggregate | |
| | | | | | Exercise | | | Contractual | | | Intrinsic | |
| | Shares | | | Price | | | Term (years) | | | Value | |
Outstanding at January 1, 2014 | | | 3,393,418 | | | $ | 2.06 | (A) | | | | | | | | |
Granted | | | 0 | | | | 0 | | | | | | | | | |
Exercised | | | 0 | | | | 0 | | | | | | | | | |
Canceled or expired | | | 0 | | | | 0 | | | | | | | | | |
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Outstanding at June 30, 2014 | | | 3,393,418 | | | $ | 2.06 | (A) | | | 6.1 | (B) | | $ | 96,000 | |
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Exercisable at June 30, 2014 | | | 2,768,418 | | | $ | 2.63 | | | | 6.1 | (C) | | $ | 96,000 | |
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| (A) | The weighted average exercise price for warrants outstanding as of January 1, 2014 and June 30, 2014 excludes 1,750,000 warrants with no determined exercise price. | | | | | | | | | | | | | | |
| (B) | The weighted average remaining contractual term for warrants outstanding as of June 30, 2014 excludes 763,500 warrants with no expiration date. | | | | | | | | | | | | | | |
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| (C) | The weighted average remaining contractual term for warrants exercisable as of June 30, 2014 excludes 138,500 warrants with no expiration date. | | | | | | | | | | | | | | |
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