STOCKHOLDERS' EQUITY | 6 Months Ended |
Dec. 31, 2013 |
STOCKHOLDERS' EQUITY | ' |
STOCKHOLDERS' EQUITY | ' |
6. STOCKHOLDERS’ EQUITY |
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(a) Common Stock |
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On September 16, 2011, Wescor invested an additional $500,000 pursuant to the Third Tranche under the Common Stock Purchase Agreement and was issued 3,333,333 shares of our common stock valued at $0.15 per share. For no additional consideration we issued a warrant to Wescor to purchase 1,666,667 shares at $0.15 per share. As a condition to the closing of the Third Tranche, the Executive Committee established under the Joint Product Development Agreement has determined the feasibility of creating not less than two (2) new Corgenix assays as further described in the Joint Product Development Agreement. |
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On July 28, 2011, we entered into a First Amended Joint Product Development Agreement (the “2011 Development Agreement”) with ELITech and Wescor. Each party is responsible for its own costs, expenses and liabilities incurred under the Agreement; however, ELITech and Wescor will be responsible for expenses related to the development of new Corgenix Assays and systems. Pursuant to this agreement, each month we will notify Wescor of the amount of their stock purchase commitment, which is equal to sixty-six and 7/10 percent (66.7%) of the amount of each monthly R & D invoice at a per share price of $0.15. Wescor must purchase such shares within thirty (30) days of each notification. For the quarters ended December 31, 2013 and December 31, 2012, we generated $84,420 and $150,368, respectively in R & D revenue from Wescor, and issued 540,197 and 1,139,651 shares, respectively under this arrangement. For the six months ended December 31, 2013 and December 31, 2012, we generated $207,147 and $355,761, respectively in R & D revenue from Wescor, and issued 823,348 and 2,034,712 shares, respectively under this arrangement. Also, pursuant to the 2011 Development Agreement, as of December 31, 2013 and December 31, 2012 there was $56,407 and $150,368, respectively, in accounts receivable for ELITech/Wescor-funded research and development and $37,624 and $39,276 due from Wescor with respect to stock purchase commitments owing from Wescor for 250,825 and 261,843 shares, respectively, to be issued subsequent to December 31, 2013 and December 31, 2012, respectively. The $37,624 and $39,276 stock purchase commitments were not recorded as of December 31, 2013 or December 31, 2012. |
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As a result of these transactions, ELITech, including warrants, beneficially owned 45.7% of the Company’s outstanding shares as of December 31, 2013, and is considered a related party. |
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(b) Employee Stock Purchase Plan |
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Effective January 1, 1999, the Company adopted an Employee Stock Purchase Plan to provide eligible employees an opportunity to purchase shares of its common stock through payroll deductions, up to 10% of eligible compensation. On April 26, 2008, Shareholders approved the Company’s Second Amended and Restated Employee Stock Purchase Plan. This plan is qualified under Section 423 of the Internal Revenue Code of 1986. Each quarter, participant account balances are used to purchase shares of stock at the lesser of 85% of the fair value of shares on the first business day (grant date) and last business day (exercise date) of each quarter. No right to purchase shares shall be granted if, immediately after the grant, the employee would own stock aggregating 5% or more of the total combined voting power or value of all classes of stock. A total of 600,000 common shares have been registered with the SEC for purchase under this plan. |
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On December 17, 2013, the shareholders approved the Fourth Amended and Restated Employee Stock Purchase Plan (the “ESPP”), which had been previously approved by the Board of Directors. The maximum number of shares that may be sold under the ESPP is 500,000 shares, which shares have been registered with the SEC.The ESPP is intended to qualify as an “Employee Stock Purchase Plan” under Section 423 of the Code and will provide eligible employees with an opportunity to purchase shares of Company common stock, $0.001 par value (the “Common Stock”) through payroll deductions. The principal provisions of the ESPP are summarized in the Company’s Proxy Statement on Schedule 14A filed on December 5, 2011. For the three months ended December 31, 2013 and December 31, 2012 shares issued under the plans amounted to 12,133 and 84,282, respectively. For the six months ended December 31, 2013 and December 31, 2012, shares issued under the plans amounted to 26,403 and 187,361, respectively. On December 17, 2013, at our Annual Meeting of shareholders, the shareholders voted to approve the Fourth Amended & Restated Employee Stock Purchase Plan, effective January 1, 2014. The maximum number of shares that may be sold under the Fourth Amended & Restated Employee Stock Purchase Plan is 500,000 shares, which shares have been registered with the SEC. |
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(c) Incentive Stock Option Plan |
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Stock Options as of December 31, 2013 |
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Our 2007 and 2011 Incentive Compensation Plans (the “Plans”) provide for two separate components. The Stock Option Grant Program, administered by the Compensation Committee (the “Committee”) appointed by our Board of Directors, provides for the grant of incentive and non-statutory stock options to purchase common stock to employees, directors or other independent advisors designated by the Committee. The Restricted Stock Program administered by the Committee, provides for the issuance of Restricted Stock Awards to employees, directors or other independent advisors designated by the Committee. The following table summarizes stock options outstanding as of December 31, 2013, and changes during the six months then ended: |
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| | Outstanding Options | |
| | Number of | | Weighted | | Weighted | | Aggregate | |
Shares | Average | Average | Intrinsic |
| Exercise | Remaining | Value |
| Price | Contractual | |
| | Term (in | |
| | months) | |
Options outstanding at June 30, 2013 | | 3,612,000 | | $ | 0.19 | | 26 | | $ | 15,930 | |
Granted | | 960,000 | | $ | 0.21 | | 78 | | | |
Exercised | | (120,000 | ) | $ | 0.09 | | 63 | | | |
Cancelled, expired or forfeited | | (787,000 | ) | $ | 0.35 | | 3 | | | |
Options outstanding at December 31, 2013 | | 3,665,000 | | $ | 0.15 | | 57 | | $ | 189,475 | |
Options exercisable at December 31, 2013 | | 2,155,000 | | $ | 0.13 | | 47 | | $ | 144,067 | |
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The total intrinsic value as of December 31, 2013 measures the difference between the market price as of December 31, 2013 and the exercise price. Options for 120,000 shares were exercised during the six months ended December 31, 2013. No options were exercised for the six months ended December 31, 2012. In exchange for the options exercised for the current six month period, $11,180 cash was received by the Company. We did not realize any tax deductions related to exercise of stock options during the period. |
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As of December 31, 2013, estimated unrecognized compensation cost from unvested stock options amounted to $190,929, which is expected to be recognized over a weighted average period of 58 months. |
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The weighted average per share fair value of stock options granted during the six months ending December 31, 2013 was $0.17. The weighted average per share fair value of stock options granted during the six months ending December 31, 2012 was $0.21. The fair value was estimated as of the grant date using the Black-Scholes option pricing model with the following assumptions: |
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| | Quarters Ended | | Six Months Ended | | | |
| | December 31, | | December 31, | | | |
Valuation Assumptions | | 2013 | | 2012 | | 2013 | | 2012 | | | |
| | | | | | | | | | | |
Expected life | | 7 years | | 7 years | | 7 years | | 7 years | | | |
Risk-free interest rate | | 2.69 | % | 2.69 | % | 2.69 | % | 2.69 | % | | |
Expected volatility | | 137.4 | % | 161.5 | % | 137.4 | % | 161.5 | % | | |
Expected dividend yield | | 0 | % | 0 | % | 0 | % | 0 | % | | |
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(d) Redeemable Convertible Preferred Stock |
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On February 3, 2009, as part of a debt restructuring agreement, the Company issued 36,680 shares of its Series B Convertible Preferred Stock (“Series B”) to Truk Opportunity Fund, LLC, a Delaware company and Truk International Fund, LP, a Cayman Islands company (collectively, “Truk”). The shares had a liquidation preference of $9,170, which would have been convertible into 146,720 shares of its common stock at the rate of $0.25 per share. |
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The liquidation preference of the convertible preferred stock was deemed to be a redemption feature of said stock. Accordingly, over the three year period, the amount of the convertible preferred stock as shown on the Balance Sheet, was accreted, such that, at the end of the three year period, the amount equaled the amount of common stock capable of being converted by the convertible preferred stock. This accretion of the convertible preferred stock has been reflected on the Statement of Operations, as accreted dividends. |
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According to the Company’s Certificate of Designations of Preferences, Rights & Limitations, Series B Convertible Preferred Stock, the Company did not automatically redeem Truk’s Series B Convertible Preferred Stock as required. According to the terms of the preferred shares, automatic redemption was to occur on February 3, 2012, at the Conversion Value per share, which at the time was $0.25 multiplied by 36,680 issued and outstanding shares for a total cash redemption of $9,170. On September 20, 2013, the Company redeemed Truk’s convertible shares together with interest of $746, for a total payment to Truk amounting to $9,916. |