Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 03, 2016 | |
Document Information [Line Items] | ||
Entity Registrant Name | CurAegis Technologies, Inc. | |
Entity Central Index Key | 1,063,197 | |
Trading Symbol | tovc | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Common Stock, Shares Outstanding (in shares) | 45,796,765 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Preferred Class C [Member] | ||
Stockholders' Equity: | ||
Preferred stock, value | $ 162,000 | $ 162,000 |
Series C2 Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred stock, value | 250,000 | 250,000 |
Series C3 Preferred Stock [Member] | ||
Stockholders' Equity: | ||
Preferred stock, value | 48,000 | |
Preferred Class A [Member] | ||
Stockholders' Equity: | ||
Preferred stock, value | 5,000 | 5,000 |
Preferred Class B [Member] | ||
Stockholders' Equity: | ||
Preferred stock, value | 1,000 | 1,000 |
Cash and cash equivalents | 658,000 | 1,241,000 |
Accounts receivable | 32,000 | |
Inventory | 7,000 | |
Prepaid expenses and other current assets | 47,000 | 37,000 |
Total current assets | 744,000 | 1,278,000 |
Software (net) | 274,000 | 303,000 |
Property and equipment (net) | 140,000 | 160,000 |
Total non-current assets | 414,000 | 463,000 |
Total Assets | 1,158,000 | 1,741,000 |
Notes payable | 2,000 | 1,000 |
Accounts payable | 106,000 | 84,000 |
Accrued liabilities | 152,000 | 67,000 |
Deferred revenue | 41,000 | |
Total current liabilities | 301,000 | 152,000 |
Notes payable, non-current | 5,000 | 6,000 |
Total Liabilities | 306,000 | 158,000 |
Commitments and other matters (Note 10) | ||
Common stock, $.01 par value, 400,000,000 shares authorized; shares issued and outstanding at June 30, 2016 and December 31, 2015: 45,796,765, respectively | 458,000 | 458,000 |
Additional paid-in capital | 73,194,000 | 71,963,000 |
Retained Earnings (Accumulated Deficit) | (73,266,000) | (71,256,000) |
Stockholders' Equity Attributable to Parent | 852,000 | 1,583,000 |
Total Liabilities and Stockholders' Equity | $ 1,158,000 | $ 1,741,000 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
Preferred Class C [Member] | ||
Preferred stock, shares authorized (in shares) | 16,250,000 | 16,250,000 |
Preferred stock, cumulative dividend per share (in dollars per share) | $ 0 | $ 0 |
Preferred stock, shares issued (in shares) | 16,250,000 | 16,250,000 |
Preferred stock, shares outstanding (in shares) | 16,250,000 | 16,250,000 |
Series C2 Preferred Stock [Member] | ||
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, cumulative dividend per share (in dollars per share) | $ 0 | $ 0 |
Preferred stock, shares issued (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares outstanding (in shares) | 25,000,000 | 25,000,000 |
Series C3 Preferred Stock [Member] | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, cumulative dividend per share (in dollars per share) | $ 0 | $ 0 |
Preferred stock, shares issued (in shares) | 4,838,000 | 0 |
Preferred stock, shares outstanding (in shares) | 4,838,000 | 0 |
Preferred Class A [Member] | ||
Preferred stock, shares authorized (in shares) | 3,300,000 | 3,300,000 |
Preferred stock, cumulative dividend per share (in dollars per share) | $ 0.40 | $ 0.40 |
Preferred stock, shares issued (in shares) | 543,221 | 543,221 |
Preferred stock, shares outstanding (in shares) | 543,221 | 543,221 |
Preferred Class B [Member] | ||
Preferred stock, shares authorized (in shares) | 300,000 | 300,000 |
Preferred stock, cumulative dividend per share (in dollars per share) | $ 0.50 | $ 0.50 |
Preferred stock, shares issued (in shares) | 67,500 | 67,500 |
Preferred stock, shares outstanding (in shares) | 67,500 | 67,500 |
Preferred stock, shares authorized (in shares) | 100,000,000 | |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 45,796,765 | 45,796,765 |
Common stock, shares outstanding (in shares) | 45,796,765 | 45,796,765 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenue | $ 5,000 | $ 6,000 | ||
Cost of Revenue | 34,000 | 57,000 | ||
Gross Margin (Loss) | (29,000) | (51,000) | ||
Research and development: | ||||
R&D costs, excluding stock-based compensation | 468,000 | 312,000 | 953,000 | 584,000 |
Stock-based compensation | 6,000 | 3,000 | 13,000 | 5,000 |
Total research and development | 474,000 | 315,000 | 966,000 | 589,000 |
General and administrative: | ||||
G&A costs, excluding stock-based compensation | 532,000 | 185,000 | 932,000 | 438,000 |
Stock-based compensation | 39,000 | 39,000 | 63,000 | 92,000 |
Total general and administrative | 571,000 | 224,000 | 995,000 | 530,000 |
Total costs and expenses | 1,045,000 | 539,000 | 1,961,000 | 1,119,000 |
Loss from operations | (1,074,000) | (539,000) | (2,012,000) | (1,119,000) |
Other income | 1,000 | 25,000 | 2,000 | 28,000 |
Loss before income taxes | (1,073,000) | (514,000) | (2,010,000) | (1,091,000) |
Income taxes | ||||
Net Loss | (1,073,000) | (514,000) | (2,010,000) | (1,091,000) |
Preferred stock beneficial conversion feature | 51,000 | 600,000 | ||
Preferred stock dividends | 62,000 | 64,000 | 124,000 | 128,000 |
Net Loss attributable to common stockholders | $ (1,186,000) | $ (578,000) | $ (2,734,000) | $ (1,219,000) |
Net Loss per common share attributable to stockholders | ||||
Basic and Diluted (in dollars per share) | $ (0.03) | $ (0.01) | $ (0.06) | $ (0.03) |
Weighted average number of shares of common stock: | ||||
Basic and Diluted (in shares) | 45,797,000 | 45,754,000 | 45,797,000 | 45,754,000 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (2,010,000) | $ (1,091,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, Depletion and Amortization | 84,000 | 58,000 |
Stock-based compensation | 76,000 | 97,000 |
Gain on disposition of fixed assets | (18,000) | |
Recovery of bad debt | (20,000) | |
Accounts receivable | (32,000) | 20,000 |
Inventory | (7,000) | |
Prepaid expenses and other current assets | (10,000) | (6,000) |
Deferred revenue | 41,000 | |
Accounts payable and other accrued expenses | 106,000 | 11,000 |
Net cash used in operating activities | (1,752,000) | (949,000) |
Cash flows from investing activities: | ||
Purchase of software | (35,000) | (8,000) |
Proceeds from sale of property and equipment | 59,000 | |
Net cash (used in) provided by investing activities | (35,000) | 51,000 |
Cash flows from financing activities: | ||
Net proceeds from sales of preferred stock | 1,205,000 | |
Repayments of notes payable | (1,000) | (3,000) |
Net cash provided by (used in) financing activities | 1,204,000 | (3,000) |
Net decrease in cash and cash equivalents | (583,000) | (901,000) |
Cash and cash equivalents at beginning of period | 1,241,000 | 3,724,000 |
Cash and cash equivalents at end of period | 658,000 | 2,823,000 |
Supplemental Disclosures: | ||
Acquisition of equipment through capital lease | $ 9,000 |
Note 1 - The Company and Basis
Note 1 - The Company and Basis of Presentation | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1 — THE COMPANY AND BASIS OF PRESENTATION CurAegis Technologies, Inc. (“CurAegis”, “the Company”) was incorporated as a New York business corporation on September 25, 1996 under the name Torvec, Inc. The Company’s name was changed from Torvec, Inc. to CurAegis Technologies, Inc. in June 2016 in connection with the establishment of its two business divisions. The CURA division is engaged in the fatigue management business and the Aegis division is engaged in the power and hydraulic business. The Company develops and markets advanced technologies in the areas of power, safety and wellness. The Company is focused on the commercialization of a wellness and safety system (the CURA system and the myCadian guardian watch) and a uniquely designed hydraulic pump that will be smaller, lighter and more efficient than current technology. The Company has not had any significant revenue-producing operations. The Company has created the CURA system to develop and market products that reduce fatigue risk in the workplace and help individuals manage their sleep and improve alertness. The CURA system will comprise the following capabilities: ● real-time alertness monitoring using the myCadian watch, ● panic button and man down system, ● CURA software, ● the Z-Coach wellness program and ● exercise and nutrition modules. Our goal with the Aegis hydraulic pump technology is to bring to the marketplace a revolutionary new concept in hydraulic pumps and motors that will be: ● smaller and lighter than conventional pumps and motors, ● more efficient, ● as reliable, ● price competitive, and ● unique in its ability to scale larger, allowing more powerful pumps and motors. It is important to note, regarding both the CURA and Aegis products, that the cycle time from the initiation of the sales process to revenue realization can be highly variable especially in a start-up entity. In addition to the activities to be undertaken to implement our plan of operations, we may expand and/or refocus our activities depending upon future circumstances and developments. Management Plans On December 8, 2015, the Company commenced the offering of up to ten million shares of its Series C-3 Voting Convertible Preferred stock with an offering price of $0.25 per share in a private placement pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933. The offering has been made only to “accredited investors” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933. The Company closed on the sale of $1,210,000 of the Series C-3 preferred stock during the first half of 2016 and has extended the C-3 offering through September 1, 2016. Under the terms of the offering, we may raise gross proceeds of up to an additional $1,290,000 from the sale of Series C-3 preferred stock. No assurance can be given that we will raise the maximum amount or any additional amount from the sale of our Series C-3 preferred stock before the offering expires. Management will continue to use its best efforts to develop financing opportunities to fund the development and commercialization of the CURA and Aegis products. Management estimates that the 2016 cash needs, based on its current development and product plans, will be approximately $3.5 million. As of June 30, 2016, the Company had $658,000 in cash and cash equivalents which may not be sufficient to cover the Company’s future working capital requirements. The Company’s ability to fund its current and future commitments out of its available cash depends on a number of factors. These factors include the Company’s ability to (i) launch and generate sales from the CURA division and; (ii) decrease research and overhead expenses. If these and other factors are not met and if the Company cannot generate sufficient cash from its operations, the Company would need to raise additional funds in the future in order to fund its working capital needs and pursue its growth strategy. Although there can be no assurances, management believes that sources for these additional funds will be available through either current or future investors. Since inception, we have financed our operations by the sale of our securities and debt financings. We may need to raise additional funds in the future to fund our working capital needs, to fund more aggressive expansion of our business, to complete development, testing and marketing of our products, or to make strategic acquisitions or investments. We may require additional equity or debt financings, collaborative arrangements with corporate partners or funds from other sources for these purposes. No assurance can be given that necessary funds will be available for us to finance our development on acceptable terms, if at all. Furthermore, such additional financings may involve dilution of our shareholders or may require that we relinquish rights to certain of our technologies or products. In addition, we may experience operational difficulties and delays due to working capital restrictions. If adequate funds are not available from operations or additional sources of financing, we may have to delay or scale back our growth plans. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | NOTE 2— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation: Consolidation: Use of Estimates: Reclassifications: Cash and Cash Equivalents: Inventories Accounts Receivable Software, Property and Equipment: Software (in years) 3 Office equipment (in years) 5 - 7 Leasehold improvements lesser of useful life or lease term Depreciation and amortization are computed using the straight-line method. Betterments, renewals and significant repairs that extend the life of the assets are capitalized. Other repairs and maintenance costs are expensed when incurred. When disposed, the cost and accumulated depreciation applicable to assets retired are removed from the accounts and the gain or loss on disposition is recognized in other income (expense). Depreciation and amortization expense for the three months ended June 30, 2016 and 2015 amounted to $43,000 and $25,000, respectively. Depreciation and amortization expense for the six months ended June 30, 2016 and 2015 amounted to $84,000 and $58,000, respectively. Whenever events or circumstances indicate, our long-lived assets including any intangible assets with finite useful lives, are tested for impairment by using the estimated future cash flows directly associated with, and that are expected to arise as a direct result of, the use of the assets. If the carrying amount exceeds the estimated undiscounted cash flows, impairment may be indicated. The carrying amount is compared to the estimated discounted cash flows and if there is an excess, such amount is recorded as impairment. During the three and six months ended June 30, 2016 and 2015, we recorded no impairment charges. Fair Value of Financial Instruments: , Level 1: Quoted market prices in active markets for identical assets or liabilities Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs that are not corroborated by market data The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Financial Accounting Standards Board’s (“FASB”) guidance for the disclosure about fair value of financial instruments requires disclosure of an estimate of the fair value of certain financial instruments. The fair value of financial instruments pursuant to FASB’s guidance for the disclosure about fair value of financial instruments approximated their carrying values at June 30, 2016. The carrying amount of cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses approximates their fair value due to their short maturity. The carrying amount of notes payable approximates fair value because stated or implied interest rates approximate current interest rates that are available for debt with similar terms. Revenue Recognition and Deferred Revenue: Research and Development and Patents: Patent costs for the three months ended June 30, 2016 and 2015 amounted to $7,000 and $9,000, respectively, and are included in general and administrative expenses. Patent costs for the six months ended June 30, 2016 and 2015 amounted to $24,000 and $47,000, respectively Stock-based Compensation: No tax benefits were attributed to the stock-based compensation expense because a valuation allowance was maintained for substantially all net deferred tax assets. FASB ASC 505-50, “Equity-Based Payments to Non-Employees,” requires all share-based payments to non-employees, including grants of stock options, to be recognized in the consolidated financial statements as compensation expense generally over the service period of the consulting arrangement or until performance conditions are expected to be met. Using a Black-Scholes valuation model, we periodically reassess the fair value of non-employee options until service conditions are met, which generally aligns with the vesting period of the options, and we adjust the expense recognized in the consolidated financial statements accordingly. FASB ASC 718-20 requires that modifications of the terms or conditions of equity awards be treated as an exchange of the original award for a new award. Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified. Income Taxes: We account for uncertain tax positions using a more-likely-than-not recognition threshold based on the technical merits of the tax position taken. Tax benefits that meet the more-likely-than-not recognition threshold should be measured as the largest amount of tax benefits, determined on a cumulative probability basis, which is more likely than not to be realized upon ultimate settlement in the financial statements. It is our policy to recognize interest and penalties related to income tax matters as general and administrative expenses. As of June 30, 2016 and December 31, 2015, there were no accrued interest or penalties related to uncertain tax positions. Loss per Common Share: Recent Accounting Pronouncements: FASB Accounting Pronouncements Related to Revenue from Contracts with Customers (Topic 606) In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. In May 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers” extending the date of implementation of this guidance for public companies to reporting periods beginning after December 15, 2017. In March 2016, the FASB issued ASU 2016-08 “Revenue from Contracts with Customers” to provide guidance on the topic of principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers" to further clarify identifying performance obligations and licensing in Topic 606. In May, 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers” to addressed narrow-scope improvements and practical expedients relative to certain aspects of Topic 606. These standards are 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 recognized at the date of adoption (which includes additional footnote disclosures). The Company continues to evaluate the impact of the adoption of FASB accounting pronouncements related to revenue from Contracts with Customers (Topic 606) and has not yet determined the method by which we will adopt these standards. Other FASB Accounting Pronouncements On March 30, 2016, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” which amends the current stock compensation guidance. The amendments simplify the accounting for the taxes related to stock based compensation, including adjustments as to how excess tax benefits and a company's payments for tax withholdings should be classified. The standard is effective for fiscal periods beginning after December 15, 2016, with early adoption permitted. The Company is evaluating the impact of the adoption of this standard on our consolidated financial statements and related disclosures. On February 25, 2016, the FASB issued ASU No. 2016-02, “Leases,” a comprehensive new lease standard which will supersede previous lease guidance. The standard requires a lessee to recognize in its balance sheet assets and liabilities related to long-term leases that were classified as operating leases under previous guidance. An asset will be recognized related to the right to use the underlying asset and a liability will be recognized related to the obligation to make lease payments over the term of the lease. The standard also requires expanded disclosures surrounding leases. The standard is effective for fiscal periods beginning after December 15, 2018, and requires modified retrospective adoption, with early adoption permitted. The Company is evaluating the impact of the adoption of this standard on our consolidated financial statements and related disclosures. |
Note 3 - Cura Software
Note 3 - Cura Software | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Research, Development, and Computer Software Disclosure [Text Block] | NOTE 3 –CURA SOFTWARE The Company has invested $363,000 in software for the CURA division. These assets are being amortized over an estimated useful life of 3 years. As of June 30, 2016 accumulated amortization of capitalized software was $89,000 resulting in a net book value of $274,000. During the six months ended June 30, 2016, the Company recognized $48,000 in cost of revenue and $8,000 to general and administrative expenses for amortization of the CURA software. Future amortization expense is expected to be $58,000 in 2016, $118,000 in 2017, $84,000 in 2018 and $14,000 in 2019. |
Note 4 - Property and Equipment
Note 4 - Property and Equipment | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4 –PROPERTY AND EQUIPMENT At June 30, 2016 and December 31, 2015, property and equipment consist of the following: June 30, 2016 December 31, 2015 Office equipment $ 243,000 $ 235,000 Shop equipment 226,000 226,000 Leasehold improvements 253,000 253,000 722,000 714,000 Less accumulated depreciation 582,000 554,000 Net property and equipment $ 140,000 $ 160,000 Depreciation expense for the three months ended June 30, 2016 and 2015 was $14,000 and $25,000 respectively. Depreciation expense for the six months ended June 30, 2016 and 2015 was $28,000 and $58,000 respectively. |
Note 5 - Business Segments
Note 5 - Business Segments | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | NOTE 5 — BUSINESS SEGMENTS The Company operates in two divisions: the CURA division and the Aegis division. The CURA division is focused on the fatigue and wellness business and the Aegis division is currently developing unique applications in the power and hydraulic business. Information concerning the Company’s operations by reportable segment for the three and six months ended June 30, 2016 for each of the company’s business segments follows: For the three months ended June 30, 2016 CURA Aegis Corporate Total Sales $ 5,000 $ - $ - $ 5,000 Gross margin (loss) $ (29,000 ) $ - $ - $ (29,000 ) Total costs and expenses $ 470,000 $ 209,000 $ 366,000 $ 1,045,000 Loss from operations $ 499,000 $ 209,000 $ 366,000 $ 1,074,000 Assets $ 313,000 $ 97,000 $ 748,000 $ 1,158,000 Capital expenditures during the second quarter of 2016 for the CURA and Aegis segments were $12,000 and zero, respectively. During the second quarter of 2016, the Company recognized depreciation and amortization expense of $30,000 and $10,000 for the CURA and Aegis divisions, respectively. Depreciation expense not allocated to these business segments was $3,000 in the second quarter of 2016. For the six months ended June 30, 2016 CURA Aegis Corporate Total Sales $ 6,000 $ - $ - $ 6,000 Gross margin (loss) $ (51,000 ) $ - $ - $ (51,000 ) Total costs and expenses $ 917,000 $ 376,000 $ 668,000 $ 1,961,000 Loss from operations $ 969,000 $ 376,000 $ 667,000 $ 2,012,000 Assets $ 313,000 $ 97,000 $ 748,000 $ 1,158,000 Capital expenditures during the first half of 2016 for the CURA and Aegis segments were $27,000 and zero, respectively. During the first half of 2016, the Company recognized depreciation and amortization expense of $58,000 and $21,000 for the CURA and Aegis divisions, respectively. Depreciation expense not allocated to these business segments was $5,000 in the first half of 2016. Information concerning the Company’s operations by reportable segment for the three and six months ended June 30, 2015 for each of the company’s business segments follows: For the three months ended June 30, 2015 CURA Aegis Corporate Total Sales $ - $ - $ - $ - Gross margin (loss) $ - $ - $ - $ - Operating costs and expenses $ 86,000 $ 228,000 $ 225,000 $ 539,000 Loss from operations $ 86,000 $ 228,000 $ 225,000 $ 539,000 Assets $ - $ 134,000 $ 2,895,000 $ 3,029,000 Capital expenditures during the second quarter of 2015 for the CURA or Aegis segments were zero and $13,000, respectively. During the second quarter of 2015, the Company recognized depreciation and amortization expense of zero and $17,000 for the CURA and Aegis divisions, respectively. Depreciation expense not allocated to these business segments was $8,000 in the second quarter of 2016. For the six months ended June 30, 2015 CURA Aegis Corporate Total Sales $ - $ - $ - $ - Gross margin (loss) $ - $ - $ - $ - Operating costs and expenses $ 138,000 $ 450,000 $ 531,000 $ 1,119,000 Loss from operations $ 138,000 $ 450,000 $ 531,000 $ 1,119,000 Assets $ - $ 134,000 $ 2,895,000 $ 3,029,000 Capital expenditures during the first half of 2015 for the CURA and Aegis segments were zero and $13,000, respectively. During the first half of 2015, the Company recognized depreciation and amortization expense of zero and $38,000 for the CURA and Aegis divisions, respectively. Depreciation expense not allocated to these business segments was $20,000 in the first half of 2015. |
Note 6 - Notes Payable
Note 6 - Notes Payable | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 6— NOTES PAYABLE In 2015, we entered into a capital lease for a copy machine over a 5-year term, with a fair market value buyout option. The capitalized value of the lease was $8,900, and the monthly payment is $170 with an implicit interest rate of 5.3%. As of June 30, 2016 and December 31, 2015, the outstanding principal balance due on this lease agreement was $7,000. |
Note 7 - Preferred and Common S
Note 7 - Preferred and Common Stock | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 7 — PREFERRED and COMMON STOCK Common Stock We have authorized 400,000,000 shares of common stock, with a par value of $0.01 per share. We did not issue any shares of common stock during the six months ended June 30, 2016. During the six months ended June 30, 2015, the Company issued 37,743 shares of common stock in connection with conversion notices received from a Series A convertible preferred shareholder. Included in this total are 21,380 shares of common stock issued in connection with these conversion notices and an additional 16,363 in common shares attributed to dividends earned on these underlying converted shares. Preferred Stock Our certificate of incorporation permits the Company to issue up to 100,000,000 shares of $.01 par value preferred stock. 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. Class A Preferred Stock The holders of the Class A Preferred are entitled to receive cumulative preferential dividends in the amount of $.40 per share of Class A Preferred for each annual dividend period. Dividends payable on the Class A Preferred will be paid in cash out of any funds legally available for the payment of dividends or, in the discretion of the board, will be paid in Class A Preferred at a rate of 1 share of Class A Preferred for each $4.00 of dividends. If dividends are paid in shares of Class A Preferred, such dividend shares are not entitled to accumulate additional dividends and themselves may be converted into the common stock of the Company on a one for one basis. Holders of Class A Preferred are permitted to request that dividends payable in Class A Preferred be immediately converted into shares of our common stock. At times, we may elect to settle the dividends through the issuance of common stock in lieu of cash. Accumulated and unpaid dividends on the Class A Preferred will not bear interest. Class A Preferred shares are also entitled to participate pro rata in dividends declared and/or distributions made with respect to all classes of our outstanding equity. We may, in the absolute discretion of our board, redeem at any time and from time to time from any source of funds legally available any and all of the outstanding Class A Preferred at the redemption price of $4.00 per Class A Preferred, plus all unpaid accumulated dividends payable with respect to each Class A Preferred Share. We did not convert any shares of preferred stock during the six months ended June 30, 2016. During the six months ended June 30, 2015, the Company issued 37,743 shares of common stock in connection with conversion notices received from Series A convertible preferred shareholders. Included in this total are 21,380 shares of common stock issued in connection with these conversion notices and an additional 16,363 in common shares attributed to dividends earned on these underlying converted shares. At June 30 2016, there were 543,221 outstanding shares of Class A Preferred stock, of which 8,709 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 534,512 outstanding shares of Class A Preferred stock was $2,432,000 at June 30, 2016 and $2,325,000 at December 31, 2015. In the event of a liquidation, dissolution and winding up of the Company, and subject to the liquidation rights and privileges of our Class C Preferred shareholders, 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 $2,432,000 and $2,325,000 at June 30 2016 and December 31, 2015, respectively. In the event of liquidation, dissolution or winding up of the Company, unpaid accumulated dividends on the Class A Preferred are payable in Class A Preferred at a rate of 1 share of Class A Preferred for each $4.00 of dividends. Class B Preferred Stock Each Class B Preferred Share is convertible after a one year holding period, at the holder’s election, into one share of our common stock or one share of the common stock of Iso-Torque Corporation. The conversion rate is subject to adjustment in the event of the issuance of the Company’s or Iso-Torque Corporation’s common stock as a dividend or distribution and in the case of the subdivision or combination of such common stock. The Class B Preferred has no voting rights, except with respect to matters directly impacting upon the rights and privileges accorded to such Class. Subject to the dividend rights and privileges of our Class A Preferred, the holders of the Class B Preferred are entitled to receive cumulative dividends in the amount of $.50 per share of Class B Preferred for each annual dividend period. Dividends payable on the Class B Preferred will be paid in cash out of any funds legally available for the payment of dividends or, in the discretion of the board, will be paid in Class B Preferred at a rate of 1 share of Class B Preferred for each $5.00 of dividends. If dividends are paid in shares of Class B Preferred, such dividend shares are not entitled to accumulate additional dividends and themselves may be converted into the common stock of the Company on a one for one basis. Holders of Class B Preferred are permitted to request that dividends payable in Class B Preferred be immediately converted into shares of our common stock. Accumulated and unpaid dividends on the Class B Preferred will not bear interest. Class B Preferred shares are also entitled to participate pro rata in dividends declared and/or distributions made with respect to all classes of our outstanding equity. We may, in the absolute discretion of our board, redeem at any time and from time to time from any source of funds legally available any and all of the outstanding Class B Preferred at the redemption price of $5.00 per Class B Preferred, plus all unpaid accumulated dividends payable with respect to each Class B Preferred Share. 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. For the three and six months ended June 30, 2016 and 2015, we settled no Class B Preferred dividends. At June 30, 2016 and December 31, 2015, dividends payable upon the conversion of 67,500 outstanding shares of Class B Preferred was $370,000 and $353,000, respectively. In the event of liquidation, dissolution and winding up of the Company, and subject to the liquidation rights and privileges of our Class C Preferred shareholders and our Class A Preferred shareholders, 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 $370,000 and $353,000 at June 30, 2016 and December 31, 2015, 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. Series C Preferred Stock The Series C Preferred shares have a liquidation preference at their stated value per share of $0.40 that is senior to our common stock, and the Company’s 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. The Series C Preferred shares have no right to receive dividends and have no redemption right. The Series C Preferred shares vote with the common stock on an as-converted basis. Cumulatively through June 30, 2016, Series C Preferred shareholders have converted no shares of Series C Preferred into common stock. At June 30, 2016 and December 31, 2015, 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, 2016 and December 31, 2015. Series C-2 Preferred Stock 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. 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. 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. The Series C-2 Preferred Shares 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. Through June 30, 2016, Series C-2 Preferred shareholders have not converted any shares of Series C-2 Preferred into common stock. At June 30, 2016 and December 31, 2015, 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, 2016 and December 31, 2015. Series C-3 Preferred Stock pari passu As of June 30, 2016, the Company has sold and issued a total of 4,838,000 shares of Series C-3 Voting Convertible Preferred Stock in a private placement transaction, generating gross proceeds of $1,210,000. Direct expenses of $5,000 pertaining to the transaction, consisting of external legal costs, were incurred, resulting in net proceeds of $1,205,000. In conjunction with the issuance of the 4,838,000 shares of Series C-3 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, for the three and six months ended June 30, 2016, was $51,000, and $600,000 respectively, and is reflected in our condensed consolidated statements of operations as an adjustment to arrive at the net loss attributable to common stockholders. |
Note 8 - Stock Options
Note 8 - Stock Options | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 8 — STOCK OPTIONS 2016 Stock Option Plan 2011 Stock Option Plan Under the 2016 and 2011 Stock Option Plans, non-qualified stock options may be granted to our officers, directors, employees and outside consultants. Incentive stock options may be granted only to our employees, including officers and directors who are also employees. In the case of non-qualified stock options, the exercise price may be less than the fair market value of our stock on the date of grant. Stock option grants to non-employees are revalued at each reporting date to reflect the compensation expense over the vesting period. In the case of incentive stock 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 stock option granted to an employee who owns more than 10% of our stock may not be greater than five years. During the six months ended June 30, 2016, we granted a total of 322,000 stock options to existing employees and non-employee board members. These included 15,000 stock options granted to employees at an exercise price of $0.41 per share, exercisable for 10 years. These options vest in four tranches at a rate of 25% per year on each of the four anniversary dates from the date of grant. Also included in this total were 307,000 stock options to employees and to our non-employee board members to at an exercise price of $0.34 to $0.53 per share, exercisable for 10 years. This group of options will fully vest upon the trading price of the common stock of the Company reaching $5.00 per share. As of June 30, 2016, there were 2,367,000 stock options outstanding under the 2011 Plan, 1,339,175 of which were vested. At June 30, 2016, there were 633,000 options remaining available for future grant under the 2011 Plan. During the three and six month periods ended June 30, 2016, 3,000 options were cancelled. No options were cancelled during the three and six month periods ended June 30, 2015. No options expired during the three and six month periods ended June 30, 2016 or 2015. Non-Plan Options The expense recognized for options that are granted to consultants (i.e., non-employees) reflect fair value, based on updated valuation assumptions using the Black-Scholes valuation model at each measurement period. Such expense is apportioned over the requisite service period of the consultant, which is concurrent with the vesting dates of the various tranches. As of June 30, 2016, there were a total of 6,965,000 non-plan options outstanding, of which 4,815,000 were fully vested. In the six month periods ended June 30, 2016 and 2015, zero and 375,000, respectively of non-plan stock options were vested. During the six months ended June 30, 2016 and 2015, no non-plan stock options were cancelled, respectively. No non-plan stock options were exercised in the six months ended June 30, 2016 or 2015. Summary The weighted average grant date fair value of all stock options granted during the six months ended June 30, 2016 and 2015 was $0.44 and $0.20, respectively. The total grant date fair value of stock options vested during the six months ended June 30, 2016 and 2015 was $10,000 and $83,000, respectively. The fair value of options granted during the six month periods ended June 30, 2016 and 2015 were measured on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions: 2016 2015 Expected Term (years) 5.1 6.6 Expected forfeiture rate 0.0% 0.0% Risk-free rate 2.1% 2.1% Volatility 132% 135% Dividend yield 0.0% 0.0% Included in the 2016 assumptions above is the impact of 307,000 stock options, that were granted under the 2011 Plan, that will vest based on certain market conditions, specifically these options will fully vest upon the first day the trading price of the common stock of the Company shall be $5.00 per share. 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 life 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. The following summarizes the activity of all of our outstanding stock options for the six months ended June 30, 2016: Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term (years) Value Outstanding at January 1, 2016 9,013,000 $ .57 5.5 $ 33,000 Granted 322,000 .44 Exercised - - Canceled or expired (3,000 ) .22 Outstanding at June 30, 2016 9,332,000 $ .56 5.1 $ 1,284,000 Exercisable at June 30, 2016 6,154,875 $ .66 4.8 $ 661,000 As of June 30, 2016, the exercise prices of all outstanding stock options ranged from $.20 per share to $5.00 per share. |
Note 9 - Warrants
Note 9 - Warrants | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Stockholders Equity Note Warrants Or Rights [Text Block] | NOTE 9 - WARRANTS The following table summarizes the activity of the outstanding warrants as of June 30, 2016: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at January 1, 2016 3,315,000 $ 2.04 (A) 4.7 (B) Granted - Expired (12,250 ) $ 0.01 Outstanding at June 30, 2016 3,302,750 $ 2.06 (A) 4.2 (D) $ 375,000 Exercisable at June 30, 2016 2,690,000 $ 1.91 (D) 4.1 (C) $ 375,000 (A) The weighted average exercise price for warrants outstanding as of June 30, 2016 excludes 1,750,000 warrants with no determined exercise price. (B) The weighted average remaining contractual term for warrants outstanding as of June 30, 2016 excludes 743,500 warrants with no expiration date. (C) The weighted average remaining contractual term for warrants exercisable as of June 30, 2016 excludes 118,500 warrants with no expiration date. (D) The weighted average exercise price for warrants exercisable as of June 30, 2016 excludes 1,625,000 warrants with no determined exercise price. |
Note 10 - Related Party Transac
Note 10 - Related Party Transactions and Commitments | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | NOTE 10 — RELATED PARTY TRANSACTIONS AND COMMITMENTS We occupy a leased facility for our corporate headquarters building, located in Rochester, New York, which consists of both executive offices and manufacturing space. The facility is owned by a partnership, with which one of our directors, is associated. In 2014 we extended our lease for a three-year renewal term through May 31, 2018. The current rental rate is $6,000 per month ($75,000 per annum) for the remainder of the current lease term. In addition, we are required to pay a proportionate share of yearly real estate taxes and yearly common area operating costs. The lease agreement has a three-year renewal option that includes a 9% rate increase at the renewal period that includes the period from June 2018 through May 2021. Rent expense for the six months ended June 30, 2016 and 2015 was $38,000 and $34,000, respectively. Future rent payments required under the extended lease term for the years ending December 31, 2016, 2017, and 2018 amount to $37,000, $75,000 and $31,000, respectively. In December 2010, we executed a three-year consultant agreement with one of our directors to provide consulting services to us at a rate of $200 per hour. Pursuant to the agreement, we also agreed to pay the consultant an incentive fee equal to $10,000 or proportionate part thereof for each $1,000,000 of revenue or proportionate part thereof actually received by us for a period of five years, provided the definitive agreement with the third party results from the material efforts of the consultant. In December 2013, the agreement was automatically renewed for an additional three years through December 13, 2016. During the six month periods ended June 30, 2016 and 2015, we recorded no expense for services in relation to this agreement. |
Note 11 - Subsequent Events
Note 11 - Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | NOTE 1 1- SUBSEQUENT EVENTS Series C-3 Preferred Stock Subsequent to June 30, 2016, the Company received and accepted subscriptions totaling $85,000 (340,000 shares) of the Company’s Series C-3 Voting Convertible Preferred Stock (see note 7 above.) Senior Convertible Promissory Notes and Warrants Subsequent to June 30, 2016, the board of directors authorized the issuance of Senior Convertible Promissory Notes and Warrants to be sold in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1934, as amended and Rule 506(c) of Regulation D as promulgated by the Securities and Exchange Commission. The offering will be made only to “accredited investors” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933. The Company will offer up to $3 million in 6% senior convertible promissory notes with a five-year maturity. The conversion of the notes will be fixed at the date of the issuance of the notes at the lower of $0.25 per share of 60% of the market price as determined at the close of business on the date of the agreement. The investor will receive warrants to purchase an aggregate number of shares of the Company’s common stock to equal 10% of the number of shares issuable upon the conversion of the notes. The warrants will have a fixed exercise price determined at the lower of $0.25 per share of 60% of the market price as determined at the close of business on the date of the agreement. No notes had been issued as of the date of this filing. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Consolidation: |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates: |
Reclassification, Policy [Policy Text Block] | Reclassifications: |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents: |
Inventory, Policy [Policy Text Block] | Inventories |
Receivables, Policy [Policy Text Block] | Accounts Receivable |
Software Property And Equipment [Policy Text Block] | Software, Property and Equipment: Software (in years) 3 Office equipment (in years) 5 - 7 Leasehold improvements lesser of useful life or lease term Depreciation and amortization are computed using the straight-line method. Betterments, renewals and significant repairs that extend the life of the assets are capitalized. Other repairs and maintenance costs are expensed when incurred. When disposed, the cost and accumulated depreciation applicable to assets retired are removed from the accounts and the gain or loss on disposition is recognized in other income (expense). Depreciation and amortization expense for the three months ended June 30, 2016 and 2015 amounted to $43,000 and $25,000, respectively. Depreciation and amortization expense for the six months ended June 30, 2016 and 2015 amounted to $84,000 and $58,000, respectively. Whenever events or circumstances indicate, our long-lived assets including any intangible assets with finite useful lives, are tested for impairment by using the estimated future cash flows directly associated with, and that are expected to arise as a direct result of, the use of the assets. If the carrying amount exceeds the estimated undiscounted cash flows, impairment may be indicated. The carrying amount is compared to the estimated discounted cash flows and if there is an excess, such amount is recorded as impairment. During the three and six months ended June 30, 2016 and 2015, we recorded no impairment charges. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value of Financial Instruments: , Level 1: Quoted market prices in active markets for identical assets or liabilities Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs that are not corroborated by market data The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Financial Accounting Standards Board’s (“FASB”) guidance for the disclosure about fair value of financial instruments requires disclosure of an estimate of the fair value of certain financial instruments. The fair value of financial instruments pursuant to FASB’s guidance for the disclosure about fair value of financial instruments approximated their carrying values at June 30, 2016. The carrying amount of cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued expenses approximates their fair value due to their short maturity. The carrying amount of notes payable approximates fair value because stated or implied interest rates approximate current interest rates that are available for debt with similar terms. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition and Deferred Revenue: |
In Process Research and Development, Policy [Policy Text Block] | Research and Development and Patents: Patent costs for the three months ended June 30, 2016 and 2015 amounted to $7,000 and $9,000, respectively, and are included in general and administrative expenses. Patent costs for the six months ended June 30, 2016 and 2015 amounted to $24,000 and $47,000, respectively |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-based Compensation: No tax benefits were attributed to the stock-based compensation expense because a valuation allowance was maintained for substantially all net deferred tax assets. FASB ASC 505-50, “Equity-Based Payments to Non-Employees,” requires all share-based payments to non-employees, including grants of stock options, to be recognized in the consolidated financial statements as compensation expense generally over the service period of the consulting arrangement or until performance conditions are expected to be met. Using a Black-Scholes valuation model, we periodically reassess the fair value of non-employee options until service conditions are met, which generally aligns with the vesting period of the options, and we adjust the expense recognized in the consolidated financial statements accordingly. FASB ASC 718-20 requires that modifications of the terms or conditions of equity awards be treated as an exchange of the original award for a new award. Incremental compensation cost is measured as the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified. |
Income Tax, Policy [Policy Text Block] | Income Taxes: We account for uncertain tax positions using a more-likely-than-not recognition threshold based on the technical merits of the tax position taken. Tax benefits that meet the more-likely-than-not recognition threshold should be measured as the largest amount of tax benefits, determined on a cumulative probability basis, which is more likely than not to be realized upon ultimate settlement in the financial statements. It is our policy to recognize interest and penalties related to income tax matters as general and administrative expenses. As of June 30, 2016 and December 31, 2015, there were no accrued interest or penalties related to uncertain tax positions. |
Earnings Per Share, Policy [Policy Text Block] | Loss per Common Share: |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements: FASB Accounting Pronouncements Related to Revenue from Contracts with Customers (Topic 606) In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. In May 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers” extending the date of implementation of this guidance for public companies to reporting periods beginning after December 15, 2017. In March 2016, the FASB issued ASU 2016-08 “Revenue from Contracts with Customers” to provide guidance on the topic of principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers" to further clarify identifying performance obligations and licensing in Topic 606. In May, 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers” to addressed narrow-scope improvements and practical expedients relative to certain aspects of Topic 606. These standards are 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 recognized at the date of adoption (which includes additional footnote disclosures). The Company continues to evaluate the impact of the adoption of FASB accounting pronouncements related to revenue from Contracts with Customers (Topic 606) and has not yet determined the method by which we will adopt these standards. Other FASB Accounting Pronouncements On March 30, 2016, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” which amends the current stock compensation guidance. The amendments simplify the accounting for the taxes related to stock based compensation, including adjustments as to how excess tax benefits and a company's payments for tax withholdings should be classified. The standard is effective for fiscal periods beginning after December 15, 2016, with early adoption permitted. The Company is evaluating the impact of the adoption of this standard on our consolidated financial statements and related disclosures. On February 25, 2016, the FASB issued ASU No. 2016-02, “Leases,” a comprehensive new lease standard which will supersede previous lease guidance. The standard requires a lessee to recognize in its balance sheet assets and liabilities related to long-term leases that were classified as operating leases under previous guidance. An asset will be recognized related to the right to use the underlying asset and a liability will be recognized related to the obligation to make lease payments over the term of the lease. The standard also requires expanded disclosures surrounding leases. The standard is effective for fiscal periods beginning after December 15, 2018, and requires modified retrospective adoption, with early adoption permitted. The Company is evaluating the impact of the adoption of this standard on our consolidated financial statements and related disclosures. |
Note 2 - Summary of Significa18
Note 2 - Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Notes Tables | |
software, Property and Equipment Estimated Useful Life [Table Text Block] | Software (in years) 3 Office equipment (in years) 5 - 7 Leasehold improvements lesser of useful life or lease term |
Note 4 - Property and Equipme19
Note 4 - Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | June 30, 2016 December 31, 2015 Office equipment $ 243,000 $ 235,000 Shop equipment 226,000 226,000 Leasehold improvements 253,000 253,000 722,000 714,000 Less accumulated depreciation 582,000 554,000 Net property and equipment $ 140,000 $ 160,000 |
Note 5 - Business Segments (Tab
Note 5 - Business Segments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | For the three months ended June 30, 2016 CURA Aegis Corporate Total Sales $ 5,000 $ - $ - $ 5,000 Gross margin (loss) $ (29,000 ) $ - $ - $ (29,000 ) Total costs and expenses $ 470,000 $ 209,000 $ 366,000 $ 1,045,000 Loss from operations $ 499,000 $ 209,000 $ 366,000 $ 1,074,000 Assets $ 313,000 $ 97,000 $ 748,000 $ 1,158,000 For the six months ended June 30, 2016 CURA Aegis Corporate Total Sales $ 6,000 $ - $ - $ 6,000 Gross margin (loss) $ (51,000 ) $ - $ - $ (51,000 ) Total costs and expenses $ 917,000 $ 376,000 $ 668,000 $ 1,961,000 Loss from operations $ 969,000 $ 376,000 $ 667,000 $ 2,012,000 Assets $ 313,000 $ 97,000 $ 748,000 $ 1,158,000 For the three months ended June 30, 2015 CURA Aegis Corporate Total Sales $ - $ - $ - $ - Gross margin (loss) $ - $ - $ - $ - Operating costs and expenses $ 86,000 $ 228,000 $ 225,000 $ 539,000 Loss from operations $ 86,000 $ 228,000 $ 225,000 $ 539,000 Assets $ - $ 134,000 $ 2,895,000 $ 3,029,000 For the six months ended June 30, 2015 CURA Aegis Corporate Total Sales $ - $ - $ - $ - Gross margin (loss) $ - $ - $ - $ - Operating costs and expenses $ 138,000 $ 450,000 $ 531,000 $ 1,119,000 Loss from operations $ 138,000 $ 450,000 $ 531,000 $ 1,119,000 Assets $ - $ 134,000 $ 2,895,000 $ 3,029,000 |
Note 8 - Stock Options (Tables)
Note 8 - Stock Options (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Notes Tables | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2016 2015 Expected Term (years) 5.1 6.6 Expected forfeiture rate 0.0% 0.0% Risk-free rate 2.1% 2.1% Volatility 132% 135% Dividend yield 0.0% 0.0% |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term (years) Value Outstanding at January 1, 2016 9,013,000 $ .57 5.5 $ 33,000 Granted 322,000 .44 Exercised - - Canceled or expired (3,000 ) .22 Outstanding at June 30, 2016 9,332,000 $ .56 5.1 $ 1,284,000 Exercisable at June 30, 2016 6,154,875 $ .66 4.8 $ 661,000 |
Note 9 - Warrants (Tables)
Note 9 - Warrants (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Warrant [Member] | |
Notes Tables | |
Schedule of Share-based Compensation, Activity [Table Text Block] | Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Shares Price Term Value Outstanding at January 1, 2016 3,315,000 $ 2.04 (A) 4.7 (B) Granted - Expired (12,250 ) $ 0.01 Outstanding at June 30, 2016 3,302,750 $ 2.06 (A) 4.2 (D) $ 375,000 Exercisable at June 30, 2016 2,690,000 $ 1.91 (D) 4.1 (C) $ 375,000 |
Note 1 - The Company and Basi23
Note 1 - The Company and Basis of Presentation (Details Textual) | Dec. 08, 2015USD ($)$ / sharesshares | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2014USD ($) |
Series C3 Preferred Stock [Member] | |||||
Gross Proceeds from Issuance of Private Placement | $ 1,210,000 | ||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 10,000,000 | ||||
Sale of Stock, Price Per Share | $ / shares | $ 0.25 | ||||
Proceeds from Issuance of Private Placement | $ 1,290,000 | 1,205,000 | |||
Maximum [Member] | |||||
Cash Needed During the Year to Fund Current and Future Commitments | $ 3,500,000 | ||||
Number of Operating Segments | 2 | ||||
Cash and Cash Equivalents, at Carrying Value | $ 658,000 | $ 1,241,000 | $ 2,823,000 | $ 3,724,000 | |
Working Capital | 4,430,000 | ||||
Stockholders' Equity Attributable to Parent | 852,000 | 1,583,000 | |||
Retained Earnings (Accumulated Deficit) | $ (73,266,000) | $ (71,256,000) |
Note 2 - Summary of Significa24
Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Subsidiaries [Member] | |||||
Equity Method Investment, Ownership Percentage | 56.00% | 56.00% | |||
Commercial Paper [Member] | Collateral Pledged [Member] | |||||
Debt Instrument, Collateral Amount | $ 20,000 | $ 20,000 | |||
Z-Coach Aviation Wellness Program Annual Subscription [Member] | |||||
Deferred Revenue Arrangement, Subscription Period | 1 year | ||||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||||
Concentration Risk, Percentage | 63.00% | ||||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customer Two, Three, and Four [Member] | |||||
Concentration Risk, Percentage | 25.00% | ||||
Patents [Member] | General and Administrative Expense [Member] | |||||
Research and Development Expense | 7,000 | $ 9,000 | $ 24,000 | $ 47,000 | |
Warrant [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 625,000 | 625,000 | |||
Allowance for Doubtful Accounts Receivable, Current | 0 | $ 0 | |||
Depreciation, Depletion and Amortization | 43,000 | 25,000 | 84,000 | $ 58,000 | |
Asset Impairment Charges | 0 | 0 | 0 | 0 | |
Research and Development Expense | 474,000 | $ 315,000 | 966,000 | $ 589,000 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 0 | $ 0 | $ 0 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 59,389,756 | 53,592,540 |
Note 2 - Property, and Equipmen
Note 2 - Property, and Equipment, Estimated Useful Lives (Details) | 6 Months Ended |
Jun. 30, 2016 | |
Computer Software, Intangible Asset [Member] | |
Software (in years) | 3 years |
Office Equipment [Member] | Minimum [Member] | |
Software (in years) | 5 years |
Office Equipment [Member] | Maximum [Member] | |
Software (in years) | 7 years |
Leasehold Improvements [Member] | |
Software (in years) |
Note 3 - Cura Software (Details
Note 3 - Cura Software (Details Textual) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Computer Software, Intangible Asset [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | |
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year | $ 58,000 | |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 118,000 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 84,000 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 14,000 | |
Cost of Sales [Member] | ||
Capitalized Computer Software, Amortization | 48,000 | |
General and Administrative Expense [Member] | ||
Capitalized Computer Software, Amortization | 8,000 | |
Payments for Software | 363,000 | |
Capitalized Computer Software, Accumulated Amortization | 89,000 | |
Capitalized Computer Software, Net | $ 274,000 | $ 303,000 |
Note 4 - Property and Equipme27
Note 4 - Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Depreciation | $ 14,000 | $ 25,000 | $ 28,000 | $ 58,000 |
Note 4 - Property and Equipme28
Note 4 - Property and Equipment (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Office equipment | $ 243,000 | $ 235,000 |
Shop equipment | 226,000 | 226,000 |
Leasehold improvements | 253,000 | 253,000 |
722,000 | 714,000 | |
Less accumulated depreciation | 582,000 | 554,000 |
Net property and equipment | $ 140,000 | $ 160,000 |
Note 5 - Business Segments (Det
Note 5 - Business Segments (Details Textual) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | |
CURA Division [Member] | Operating Segments [Member] | ||||
Payments to Acquire Productive Assets | $ 12,000 | $ 0 | $ 27,000 | $ 0 |
Depreciation, Depletion and Amortization | 30,000 | 0 | 58,000 | 0 |
Aegis Division [Member] | Operating Segments [Member] | ||||
Payments to Acquire Productive Assets | 0 | 13,000 | 0 | 13,000 |
Depreciation, Depletion and Amortization | 10,000 | 17,000 | 21,000 | 38,000 |
Operating Segments [Member] | ||||
Depreciation | 3,000 | 8,000 | $ 5,000 | 20,000 |
Number of Operating Segments | 2 | |||
Depreciation, Depletion and Amortization | 43,000 | 25,000 | $ 84,000 | 58,000 |
Depreciation | $ 14,000 | $ 25,000 | $ 28,000 | $ 58,000 |
Note 5 - Operation by Segments
Note 5 - Operation by Segments (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
CURA Division [Member] | Operating Segments [Member] | |||||
Sales | $ 5,000 | $ 6,000 | |||
Gross margin (loss) | (29,000) | (51,000) | |||
Operating costs and expenses | 470,000 | 86,000 | 917,000 | 138,000 | |
Loss from operations | 499,000 | 86,000 | 969,000 | 138,000 | |
Assets | 313,000 | 313,000 | |||
Aegis Division [Member] | Operating Segments [Member] | |||||
Sales | |||||
Gross margin (loss) | |||||
Operating costs and expenses | 209,000 | 228,000 | 376,000 | 450,000 | |
Loss from operations | 209,000 | 228,000 | 376,000 | 450,000 | |
Assets | 97,000 | 134,000 | 97,000 | 134,000 | |
Corporate Segment [Member] | Corporate, Non-Segment [Member] | |||||
Sales | |||||
Gross margin (loss) | |||||
Operating costs and expenses | 366,000 | 225,000 | 668,000 | 531,000 | |
Loss from operations | 366,000 | 225,000 | 667,000 | 531,000 | |
Assets | 748,000 | 2,895,000 | 748,000 | 2,895,000 | |
Sales | 5,000 | 6,000 | |||
Gross margin (loss) | (29,000) | (51,000) | |||
Operating costs and expenses | 1,045,000 | 539,000 | 1,961,000 | 1,119,000 | |
Loss from operations | 1,074,000 | 539,000 | 2,012,000 | 1,119,000 | |
Assets | $ 1,158,000 | $ 3,029,000 | $ 1,158,000 | $ 3,029,000 | $ 1,741,000 |
Note 6 - Notes Payable (Details
Note 6 - Notes Payable (Details Textual) - Office Equipment [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Jun. 30, 2016 | |
Capital Lease Obligations | $ 7,000 | $ 7,000 |
Capita Lease, Term | 5 years | |
Capital Leased Assets, Gross | $ 8,900 | |
Capital Lease, Monthly Payment | $ 170 | |
Debt Instrument, Interest Rate During Period | 5.30% |
Note 7 - Preferred and Common32
Note 7 - Preferred and Common Stock (Details Textual) - USD ($) | Dec. 08, 2015 | Mar. 28, 2014 | Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Mar. 31, 2014 |
Common Stock [Member] | |||||||
Common stock, shares issued (in shares) | 0 | 0 | 37,743 | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 21,380 | ||||||
Common Stock Dividends, Shares | 16,363 | ||||||
Stock Issued During Period, Dividend Distribution | 16,363 | ||||||
Convertible Preferred Stock [Member] | Preferred Class A [Member] | |||||||
Preferred Units, Outstanding | 534,512 | 534,512 | |||||
Preferred Class A [Member] | |||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 37,743 | ||||||
Preferred stock, shares authorized (in shares) | 3,300,000 | 3,300,000 | 3,300,000 | ||||
Convertible Preferred Stock, Holding Period Required for Conversion | 1 year | ||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1 | 1 | |||||
Preferred Stock, Per Share Amounts of Preferred Dividends in Arrears | $ 0.40 | ||||||
Preferred Stock, Redemption Price Per Share | $ 4 | $ 4 | |||||
Conversion of Stock, Shares Converted | 21,380 | ||||||
Preferred stock, shares outstanding (in shares) | 543,221 | 543,221 | 543,221 | ||||
Preferred Stock Dividends, Shares | 8,709 | ||||||
Dividends Payable | $ 2,432,000 | $ 2,432,000 | $ 2,325,000 | ||||
Preferred Stock, Liquidation Preference, Value | $ 2,432,000 | $ 2,432,000 | $ 2,325,000 | ||||
Preferred Stock, Liquidation Preference Per Share | $ 4 | $ 4 | |||||
Preferred stock, shares issued (in shares) | 543,221 | 543,221 | 543,221 | ||||
Preferred Class B [Member] | |||||||
Preferred stock, shares authorized (in shares) | 300,000 | 300,000 | 300,000 | ||||
Convertible Preferred Stock, Holding Period Required for Conversion | 1 year | ||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1 | 1 | |||||
Preferred Stock, Per Share Amounts of Preferred Dividends in Arrears | $ 0.50 | ||||||
Preferred Stock, Redemption Price Per Share | $ 5 | $ 5 | |||||
Preferred stock, shares outstanding (in shares) | 67,500 | 67,500 | 67,500 | ||||
Preferred Stock Dividends, Shares | 0 | 0 | |||||
Dividends Payable | $ 370,000 | $ 370,000 | $ 353,000 | ||||
Preferred Stock, Liquidation Preference, Value | $ 370,000 | $ 370,000 | $ 353,000 | ||||
Preferred Stock, Liquidation Preference Per Share | $ 5 | $ 5 | |||||
Preferred stock, shares issued (in shares) | 67,500 | 67,500 | 67,500 | ||||
Series C Preferred Stock [Member] | |||||||
Preferred stock, shares authorized (in shares) | 16,250,000 | 16,250,000 | |||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1 | 1 | |||||
Preferred stock, shares outstanding (in shares) | 16,250,000 | 16,250,000 | 16,250,000 | ||||
Preferred Stock, Liquidation Preference, Value | $ 6,500,000 | $ 6,500,000 | $ 6,500,000 | ||||
Preferred Stock, Liquidation Preference Per Share | $ 0.40 | $ 0.40 | |||||
Series C2 Preferred Stock [Member] | |||||||
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1 | 1 | |||||
Preferred stock, shares outstanding (in shares) | 25,000,000 | 25,000,000 | 25,000,000 | ||||
Preferred Stock, Liquidation Preference, Value | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | ||||
Preferred Stock, Liquidation Preference Per Share | $ 0.20 | $ 0.20 | |||||
Stock Issued During Period, Shares, New Issues | 25,000,000 | ||||||
Gross Proceeds from Issuance of Private Placement | $ 5,000,000 | ||||||
Preferred stock, shares issued (in shares) | 25,000,000 | 25,000,000 | 25,000,000 | ||||
Series C3 Preferred Stock [Member] | |||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Preferred stock, shares outstanding (in shares) | 4,838,000 | 4,838,000 | 0 | ||||
Gross Proceeds from Issuance of Private Placement | $ 1,210,000 | ||||||
Private Placement Offering Amount | $ 2,500,000 | ||||||
Sale of Stock, Price Per Share | $ 0.25 | ||||||
Payments of Stock Issuance Costs | 5,000 | ||||||
Proceeds from Issuance of Private Placement | $ 1,290,000 | $ 1,205,000 | |||||
Preferred stock, shares issued (in shares) | 4,838,000 | 4,838,000 | 0 | ||||
Non-cash Beneficial Conversion Feature | $ 51,000 | $ 600,000 | |||||
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 | 400,000,000 | ||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Common stock, shares issued (in shares) | 45,796,765 | 45,796,765 | 45,796,765 | ||||
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Note 8 - Stock Options (Details
Note 8 - Stock Options (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2011 | Dec. 31, 2015 | |
Stock Option Plan 2016 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 3,000,000 | 3,000,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | |||||
Stock Option Plan 2011 [Member] | Incentive Stock Options [Member] | Certain Employees [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 15,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.41 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||||
Stock Option Plan 2011 [Member] | Incentive Stock Options [Member] | Existing Employees and Non-employee Board Members [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 307,000 | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $ 0.34 | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 0.53 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 10 years | |||||
Stock Option Plan 2011 [Member] | Incentive Stock Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 322,000 | |||||
Trading Price of Common Stock upon Vesting | $ 5 | $ 5 | ||||
Stock Option Plan 2011 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 3,000,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum | 10.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Offering Date | 110.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,367,000 | 2,367,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 1,339,175 | 1,339,175 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 633,000 | 633,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 3,000 | 0 | 3,000 | 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 0 | 0 | 0 | 0 | ||
Non Plan Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 4,815,000 | 4,815,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 0 | 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 6,965,000 | 6,965,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 0 | 375,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 322,000 | |||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0.44 | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | 0.20 | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 5 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 292 days | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 9,332,000 | 9,332,000 | 9,013,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 3,000 | |||||
Allocated Share-based Compensation Expense | $ 46,000 | $ 42,000 | $ 76,000 | $ 97,000 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 272,000 | $ 272,000 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 182 days | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.44 | $ 0.20 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 10,000 | $ 83,000 |
Note 8 - Stock Options Valuatio
Note 8 - Stock Options Valuation Assumptions (Details) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Expected Term (years) | 5 years 36 days | 6 years 219 days |
Expected forfeiture rate | 0.00% | 0.00% |
Risk-free rate | 2.10% | 2.10% |
Volatility | 132.00% | 135.00% |
Dividend yield | 0.00% | 0.00% |
Note 8 - Share-based Compensati
Note 8 - Share-based Compensation, Stock Options, Activity (Details) | Dec. 31, 2015USD ($)$ / sharesshares | Jun. 30, 2016USD ($)$ / sharesshares |
Outstanding shares (in shares) | shares | 9,013,000 | |
Outstanding - weighted average exercise price (in dollars per share) | $ / shares | $ 0.57 | |
Outstanding - weighted average remaining contractual term | 5 years 182 days | 5 years 36 days |
Outstanding - aggregate intrinsic value | $ | $ 33,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 322,000 | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 0.44 | |
Shares, canceled or expired (in shares) | shares | (3,000) | |
Weighted average exercise price, canceled or expired (in dollars per share) | $ / shares | $ 0.22 | |
Outstanding shares (in shares) | shares | 9,013,000 | 9,332,000 |
Outstanding - weighted average exercise price (in dollars per share) | $ / shares | $ 0.57 | $ 0.56 |
Outstanding - aggregate intrinsic value | $ | $ 33,000 | $ 1,284,000 |
Shares, exercisable (in shares) | shares | 6,154,875 | |
Weighted average exercise price, exercisable (in dollars per share) | $ / shares | $ 0.66 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 292 days | |
Exercisable-aggregate intrinsic value | $ | $ 661,000 |
Note 9 - Warrants (Details Text
Note 9 - Warrants (Details Textual) | Jun. 30, 2016shares |
Warrants Without Exercise Price, Outstanding | 1,750,000 |
Warrants without Expiration Date, Outstanding | 743,500 |
Warrants without Expiration Date, Exercisable | 118,500 |
Warrants Without Exercise Price, Exercisable | 1,625,000 |
Note 9 - Summary of Outstanding
Note 9 - Summary of Outstanding Warrants (Details) | Dec. 31, 2015$ / sharesshares | Jun. 30, 2016USD ($)$ / sharesshares | ||
Warrant [Member] | ||||
Outstanding shares (in shares) | shares | 3,315,000 | |||
Outstanding - weighted average exercise price (in dollars per share) | $ / shares | $ 2.04 | [1] | ||
Expired (in shares) | shares | (12,250) | |||
Expired (in dollars per share) | $ / shares | $ 0.01 | |||
Outstanding shares (in shares) | shares | 3,315,000 | 3,302,750 | ||
Outstanding - weighted average exercise price (in dollars per share) | $ / shares | $ 2.04 | [1] | $ 2.06 | [1] |
Shares, exercisable (in shares) | shares | 2,690,000 | |||
Weighted average exercise price, exercisable (in dollars per share) | $ / shares | $ 1.91 | [2] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 36 days | [3] | ||
Exercisable-aggregate intrinsic value | $ | $ 375,000 | |||
Outstanding shares (in shares) | shares | 9,013,000 | |||
Outstanding - weighted average exercise price (in dollars per share) | $ / shares | $ 0.57 | |||
Outstanding - weighted average remaining contractual term | 4 years 255 days | [4] | 4 years 73 days | [2] |
Outstanding shares (in shares) | shares | 9,013,000 | 9,332,000 | ||
Outstanding - weighted average exercise price (in dollars per share) | $ / shares | $ 0.57 | $ 0.56 | ||
Outstanding - aggregate intrinsic value | $ | $ 375,000 | |||
Shares, exercisable (in shares) | shares | 6,154,875 | |||
Weighted average exercise price, exercisable (in dollars per share) | $ / shares | $ 0.66 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 292 days | |||
Exercisable-aggregate intrinsic value | $ | $ 661,000 | |||
[1] | The weighted average exercise price for warrants outstanding as of June 30, 2016 excludes 1,750,000 warrants with no determined exercise price. | |||
[2] | The weighted average exercise price for warrants exercisable as of June 30, 2016 excludes 1,625,000 warrants with no determined exercise price. | |||
[3] | The weighted average remaining contractual term for warrants exercisable as of June 30, 2016 excludes 118,500 warrants with no expiration date. | |||
[4] | The weighted average remaining contractual term for warrants outstanding as of June 30, 2016 excludes 743,500 warrants with no expiration date. |
Note 10 - Related Party Trans38
Note 10 - Related Party Transactions and Commitments (Details Textual) - USD ($) | 1 Months Ended | 6 Months Ended | ||||
Oct. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2010 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 13, 2010 | |
Director [Member] | ||||||
Lessee Leasing Arrangements, Operating Leases, Renewal Term | 3 years | 3 years | ||||
Monthly Rent Payment under Operating Lease | $ 6,000 | |||||
Annual Rent Payment under Operating Lease | $ 75,000 | |||||
Operating Lease, Rate Increase at Renewal Period | 9.00% | |||||
Professional Fees | $ 0 | $ 0 | ||||
Operating Lease, Length of Renewal Option | 3 years | |||||
Related Pary Transaction, Expenses from Transactions with Related Party, Rate | $ 200 | |||||
Deferred Compensation Arrangement with Individual, Cash Award Granted, Amount | 10,000 | |||||
Deferred Compensation Arrangement with Individual Revenue, Benchmark | $ 1,000,000 | |||||
Operating Leases, Rent Expense | 38,000 | $ 34,000 | ||||
Operating Leases, Future Minimum Payments, Remainder of Fiscal Year | 37,000 | |||||
Operating Leases, Future Minimum Payments Due, Next Twelve Months | 75,000 | |||||
Operating Leases, Future Minimum Payments, Due in Two Years | $ 31,000 |
Note 11 - Subsequent Events (De
Note 11 - Subsequent Events (Details Textual) - Subsequent Event [Member] - USD ($) | Jul. 01, 2016 | Aug. 11, 2016 |
Series C3 Preferred Stock [Member] | ||
Preferred Stock, Value, Subscriptions | $ 85,000 | |
Preferred Stock, Shares Subscribed but Unissued | 340,000 | |
Maximum [Member] | ||
Amount of Senior Convertible Promissory Notes Authorized to Issue in Private Placement | $ 3,000,000 | |
Senior Convertible Promissory Notes [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |
Debt Instrument, Term | 5 years | |
Debt Instrument, Convertible, Conversion Price | $ 0.25 | |
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 60.00% | |
Debt Instrument, Face Amount | $ 0 | |
Private Placement Warrants [Member] | ||
Percentage of Shares Issuable Upon the Conversion of the Promissory Notes | 10.00% | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.25 | |
Class of Warrant or Right, Exercised, Percentage of Market Price | 60.00% |