Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Nov. 30, 2014 | Jan. 12, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | NEW ENERGY TECHNOLOGIES, INC. | |
Entity Central Index Key | 1071840 | |
Document Type | 10-Q | |
Document Period End Date | 30-Nov-14 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -23 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 24,910,518 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Nov. 30, 2014 | Aug. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $255,966 | $785,237 |
Deferred research and development costs | 150,000 | 150,000 |
Prepaid expenses and other current assets | 22,255 | 14,257 |
Total current assets | 428,221 | 949,494 |
Equipment, net of accumulated depreciation of $19,959 and $18,128, respectively | 36,974 | 24,597 |
Total assets | 465,195 | 974,091 |
Current liabilities | ||
Accounts payable | 220,067 | 144,239 |
Interest payable | 248,878 | 193,151 |
Convertible promissory note, net of discount of $2,855,770 and $2,313,680, respectively | 144,230 | 686,320 |
Total current liabilities | 613,175 | 1,023,710 |
Stockholders' equity (deficit) | ||
Preferred stock: $0.10 par value; 1,000,000 shares authorized, no shares issued and outstanding | ||
Common stock: $0.001 par value; 300,000,000 shares authorized, 24,310,518 and 24,306,612 shares issued and outstanding at November 30, 2014 and August 31, 2014, respectively | 24,310 | 24,306 |
Additional paid-in capital | 24,033,229 | 20,872,345 |
Retained earnings (deficit) | -24,205,519 | -20,946,270 |
Total stockholders' equity (deficit) | -147,980 | -49,619 |
Total liabilities and stockholders' equity (deficit) | $465,195 | $974,091 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Nov. 30, 2014 | Aug. 31, 2014 |
Current assets | ||
Equipment, net of accumulated depreciation | $19,959 | $18,128 |
Current liabilities | ||
Convertible promissory note, net of discount | $2,855,770 | $2,313,680 |
Stockholders' equity | ||
Preferred stock, par value | $0.10 | $0.10 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 24,310,518 | 24,306,612 |
Common stock, shares outstanding | 24,310,518 | 24,306,612 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (USD $) | 3 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
Consolidated Statements Of Operations | ||
Revenue | ||
Operating expense | ||
Selling, general and administrative | 566,291 | 576,011 |
Research and development | 179,321 | 162,483 |
Total operating expense | 745,612 | 738,494 |
Loss from operations | -745,612 | -738,494 |
Other income (expense) | ||
Interest expense | -55,727 | -31,068 |
Interest expense - accretion of debt discount | -2,457,910 | -8 |
Total other income (expense) | -2,513,637 | -31,076 |
Net loss | ($3,259,249) | ($769,570) |
Basic and Diluted Loss per Common Share | ($0.13) | ($0.03) |
Weighted average number of common shares outstanding - basic and diluted | 24,308,495 | 24,210,799 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)(UNAUDITED) (USD $) | Common Stock | Additional Paid-In Capital | Retained Earnings (Deficit) | Total |
Beginning Balance, Amount at Aug. 31, 2013 | $24,194 | $17,441,034 | ($17,053,889) | $411,339 |
Beginning Balance, Shares at Aug. 31, 2013 | 24,194,713 | |||
Stock based compensation related to restricted stock issuance, Shares | 30,000 | |||
Stock based compensation related to restricted stock issuance, Amount | 30 | 86,970 | 87,000 | |
Stock based compensation due to common stock purchase options | 701,396 | 701,396 | ||
Reversal of stock based compensation due to forfeiture of stock options | -356,973 | -356,973 | ||
Exercise of stock options, Shares | 81,899 | |||
Exercise of stock options, Amount | 82 | -82 | ||
Discount on convertible promissory note due to detachable warrants | 1,137,149 | 1,137,149 | ||
Discount on convertible promissory note due to beneficial conversion feature | 1,862,851 | 1,862,851 | ||
Net loss | -3,892,381 | -3,892,381 | ||
Ending Balance, Amount at Aug. 31, 2014 | 24,306 | 20,872,345 | -20,946,270 | -49,619 |
Ending Balance, Shares at Aug. 31, 2014 | 24,306,612 | |||
Stock based compensation due to common stock purchase options | 157,646 | 157,646 | ||
Discount on convertible promissory note due to detachable warrants | 3,000,000 | 3,000,000 | ||
Exercise of Series H warrants, Shares | 3,906 | |||
Exercise of Series H warrants, Amount | 4 | 3,238 | 3,242 | |
Net loss | -3,259,249 | -3,259,249 | ||
Ending Balance, Amount at Nov. 30, 2014 | $24,310 | $24,033,229 | ($24,205,519) | ($147,980) |
Ending Balance, Shares at Nov. 30, 2014 | 24,310,518 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
Cash flows from operating activities | ||
Net loss | ($3,259,249) | $769,570 |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 1,831 | 1,420 |
Stock based compensation expense | 157,646 | 40,016 |
Reversal of stock based compensation expense due to forfeiture of stock options | -32,192 | |
Accretion of debt discount | 2,457,910 | 8 |
Changes in operating assets and liabilities: | ||
Decrease (increase) in prepaid expenses and other current assets | -7,998 | 8,129 |
Increase (decrease) in accounts payable | 75,828 | 191,742 |
Increase (decrease) in accrued liabilities | 55,727 | 31,068 |
Net cash used in operating activities | -518,305 | 1,009,761 |
Cash flows from investing activity | ||
Purchase of equipment | -14,208 | |
Net cash used in investing activity | -14,208 | |
Cash flows from financing activities | ||
Proceeds from the exercise of warrants | 3,242 | |
Proceeds from promissory notes | 3,000,000 | |
Net cash provided by financing activities | 3,242 | 3,000,000 |
Increase (decrease) in cash and cash equivalents | -529,271 | 4,009,761 |
Cash and cash equivalents at beginning of period | 785,237 | 347,493 |
Cash and cash equivalents at end of period | 255,966 | 4,357,254 |
Supplemental disclosure of cash flow information: | ||
Interest paid in cash | ||
Income taxes paid in cash | ||
Supplemental disclosure of non-cash transactions: | ||
Debt discount recorded for value of warrants issued | 3,000,000 | 1,137,149 |
Debt discount recorded for beneficial conversion feature | $1,862,851 |
Basis_of_Presentation_Organiza
Basis of Presentation, Organization, Recent Accounting Pronouncements and Going Concern | 3 Months Ended |
Nov. 30, 2014 | |
Notes to Financial Statements | |
NOTE 1.Basis of Presentation, Organization, Recent Accounting Pronouncements and Going Concern | Basis of Presentation |
The unaudited financial statements of New Energy Technologies, Inc. as of November 30, 2014, and for the three months ended November 30, 2014 and 2013, have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting and include the Company’s wholly-owned subsidiaries, Sungen Energy, Inc. (“Sungen”), Kinetic Energy Corporation (“KEC”), and New Energy Solar Corporation (“New Energy Solar”). Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended August 31, 2014, as filed with the Securities and Exchange Commission as part of the Company’s Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the interim financial information have been included. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year. | |
Organization | |
New Energy Technologies, Inc. (the “Company”) was incorporated in the State of Nevada on May 5, 1998, under the name “Octillion Corp.” On December 2, 2008, the Company amended its Articles of Incorporation to effect a change of name to New Energy Technologies, Inc. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Kinetic Energy Corporation (“KEC”), and New Energy Solar Corporation (“New Energy Solar”). | |
KEC was incorporated on June 19, 2008, in the State of Nevada and holds the patents related to the Company’s MotionPower™ technology. The Company’s business activities related to the MotionPower™ technology are conducted through KEC. | |
New Energy Solar was incorporated on February 9, 2009, in the State of Florida and has entered into agreements with USF to sponsor research related to the Company’s SolarWindow™ technology. | |
On March 16, 2011, pursuant to a consent signed by the Company’s shareholders owning a majority of the Company’s then issued and outstanding shares of common stock, the Company filed a Certificate of Amendment to its Certificate of Incorporation increasing its authorized shares of common stock, $0.001 par value, from 100,000,000 to 300,000,000. | |
The Company is a renewable and alternative energy company developing two (2) sustainable electricity generating systems. These novel technologies are branded as SolarWindow™ and MotionPower™. The Company’s proprietary, patent-pending technologies and products are the subjects of one hundred and one (101) patent-filings, and have been invented, designed, engineered, and prototyped in preparation for further field testing, product development and eventual commercial deployment. | |
The Company’s SolarWindow™ technology provides the ability to harvest light energy from the sun and artificial sources and generate electricity from a see-through, semi-transparent, coating of organic photovoltaic solar cells. The Company’s SolarWindow™ technology is the subject of forty-two (42) patent filings. Initially being developed for application on glass surfaces, SolarWindow™ could potentially be used on any of the more than 85 million commercial and residential buildings in the United States alone. | |
The Company’s MotionPower™ technology, harvests “kinetic” or “motion” energy from vehicles when they slow down before coming to a stop and converts this captured energy into electricity. The Company’s MotionPower™ technology is the subject of fifty-nine (59) patent filings. | |
The Company’s product development programs involve ongoing research and development efforts, and the commitment of significant resources to support the extensive invention, design, engineering, testing, prototyping, and intellectual property initiatives carried-out by its contract engineers, scientists, and consultants. | |
The Company continues to assess the ongoing development and value propositions of its novel SolarWindow™ and MotionPower™ technologies. This assessment assists with strategically focusing on specific technology development which best delivers significant long-term commercial competitive advantages. | |
Recent Accounting Pronouncements | |
The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable to the Company, it has not identified any standards that it believes merit further discussion or will have a significant impact on its financial statements except as described below. | |
On June 10, 2014, accounting principles generally accepted in the United States were amended to remove the definition of a development stage entity thereby removing the financial reporting distinction between development stage entities and other reporting entities. In addition, the amendments eliminate the requirements for the Company to present inception-to-date information and to label the consolidated financial statements as those of a development stage entity. The amendments are effective for the Company’s consolidated financial statements beginning as of August 31, 2016, and interim periods therein; however, early application of each of the amendments is permitted for any reporting period. The Company has adopted the amendments and no longer presents inception-to-date information in the consolidated statements of operations, stockholders’ equity, and cash flows. In addition, the consolidated financial statements will no longer be labeled as those of a development stage entity. | |
Going Concern | |
The Company does not have any commercialized products and has not generated any revenue since inception. The Company has an accumulated deficit of $24,205,519 as of November 30, 2014, and does not have positive cash flow from operating activities. Included in the deficit are non-cash expenses totaling $8,353,668 relating to the issuance of stock for services, compensatory stock options, warrants granted for value and accretion of debt discounts. The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates continuation of the Company as a going concern, which is dependent upon the Company’s ability to establish itself as a profitable business. | |
In its report with respect to the Company’s financial statements for the year ended August 31, 2014, the Company’s independent auditors expressed substantial doubt about the Company’s ability to continue operations as a going concern. Because the Company has not generated revenues from its operations and does not expect to do so in the near future, its ability to continue as a going concern is wholly dependent upon its ability to obtain additional financing. Currently, the Company is seeking additional financing but has no commitments to obtain any such financing, and there can be no assurance that financing will be available in amounts or on terms acceptable to the Company, if at all. | |
As of November 30, 2014, the Company had cash of $255,966. On December 3, 2014, subsequent to its quarter end, the Company received $498,000 as a result of the exercise of 600,000 Series H Warrants. Based upon its current and near term anticipated level of operations and expenditures, the Company believes that cash on hand should be sufficient to enable it to continue operations through February 2015. | |
If adequate funds are not available on reasonable terms, or at all, it would result in a material adverse effect on the Company’s business, operating results, financial condition and prospects. In particular, the Company may be required to delay, reduce the scope of or terminate one or more of its research programs, sell rights to its SolarWindow™ technology and/or MotionPowerTM technology or other technologies or products based upon such technologies, or license the rights to such technologies or products on terms that are less favorable to the Company than might otherwise be available. | |
In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. These consolidated financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements. |
Convertible_Promissory_Note
Convertible Promissory Note | 3 Months Ended |
Nov. 30, 2014 | |
Notes to Financial Statements | |
Note 2. Convertible Promissory Note | On October 7, 2013 (the “Closing Date”), the Company entered into a Bridge Loan Agreement (the “2013 Loan Agreement”) with Kalen Capital Corporation (the “Investor”), a private corporation owning in excess of 10% of the Company’s issued and outstanding shares of common stock. Pursuant to the 2013 Loan Agreement, the Company received proceeds of $3,000,000 and issued a 7% unsecured Convertible Promissory Note (the “2013 Note”) due on October 6, 2014, with interest compounded quarterly and issued a Series I Stock Purchase Warrant (the “Series I Warrant”) allowing the holder to purchase up to 921,875 shares of the Company’s common stock at an initial exercise price of $1.37 for a period on five (5) years. The Series I Warrant is exercisable on a “cashless basis.” According to the original terms of the 2013 Loan Agreement, the Investor may have elected, in its sole discretion, to convert all or any portion of the outstanding principal amount of the 2013 Note, and any or all accrued and unpaid interest thereon into units, with each unit consisting of (a) one share of common stock; (b) one Series J Stock Purchase Warrant for the purchase of one share of common stock (the “Series J Warrant”); and (c) one Series K Stock Purchase Warrant for the purchase of one share of common stock (the “Series K Warrant”). |
On November 10, 2014, the Company entered into an Amended Bridge Loan Agreement (the “2015 Loan Agreement”) with Investor pursuant to which the Company and Investor amended the 2013 Loan Agreement by amending the 2013 Note to extend the maturity date to December 31, 2015 (the “Amended Note”). According to the terms of the 2015 Loan Agreement, the Investor may elect, in its sole discretion, to convert all or any portion of the outstanding principal amount of the Amended Note, and any or all accrued and unpaid interest thereon into units of the Company’s equity securities (collectively, the “Units”), with each Unit consisting of (a) one share of common stock; and (b) one Series L Stock Purchase Warrant for the purchase of one share of common stock (the “Series L Warrant”). The conversion price for each Unit is the lesser of (i) $1.37; or (ii) 70% of the 20 day average closing price of the Company’s common stock prior to conversion, subject to a floor of $1.00 with the exercise price of each Series L Warrant included in the Units issued upon conversion being equal to sixty percent (60%) of the 20 day average closing price of the Company’s common stock prior to conversion. The Series L Warrant will be exercisable for a period of five years from the date of issuance and will be exercisable on a cashless basis. | |
In order to induce Investor to enter into the 2015 Loan Agreement and extend the maturity date of the 2013 Note, the Company issued a Series J Warrant to purchase 3,110,378 shares of its common stock at an exercise price of $1.12 and a Series K Warrant to purchase 3,110,378 shares of its common stock at an exercise price of $1.20. Each of the Series J Warrant and Series K Warrant is exercisable through November 9, 2019 and contains a provision allowing the Investor to exercise the warrant on a cashless basis as further set forth therein. The number of shares issuable upon the exercise of the Series J Warrant and Series K Warrant is equal to the number of shares underlying the warrants issuable pursuant to the terms of the 2013 Loan Agreement whereby the conversion price for each unit (a unit consists of (a) one share of common stock; (b) one Series J Stock Purchase Warrant for the purchase of one share of common stock; and (c) one Series K Stock Purchase Warrant for the purchase of one share of common stock) is equal to $1.04, 70% of the 20 day average closing price of the Company’s common stock prior to conversion, subject to a floor of $1.00 with the exercise price of each Series J Warrant being equal to 107.3% of the unit exercise price and the exercise price of each Series K Warrant being equal to 114.6% of the unit exercise price. | |
For accounting purposes, the modification to the 2013 Loan Agreement did not result in a gain or loss, as an extinguishment under accounting principles generally accepted in the United States, due to the related party nature of the transaction. As described above, the Amended Bridge Loan Agreement resulted in the issuance of a Series J Warrant and a Series K Warrant. Prior to the Amended Bridge Loan Agreement, the Series J and Series K Warrants were to be issued to the Investor only upon the Investor’s election to convert the 2013 Note (according to the original terms of the 2013 note). Also as a result of the Amended Bridge Loan Agreement, the principal amount of the Amended Note and accrued interest thereon is convertible into Units. As such, the fair value of the Series L Warrant, representing the value exchanged for the modification of the conversion option associated with the 2013 Loan Agreement, was recognized as a discount to the Amended Note with a corresponding increase in additional paid-in capital. The fair value of the Series L Warrant was $1.16. The fair value of the Series L Warrant was calculated using the Black-Scholes option pricing model and the following assumptions: market price of common stock - $1.28 per share; estimated volatility - 138%; risk free interest rate - 1.57%; expected dividend rate - 0% and expected life - 5 years. Based on the terms of the Amended Note, 3,142,359 Series L warrants were issuable on November 10, 2014 with a fair value of $3,645,137 (3,142,359 Series L warrants x $1.16 per share). As a result of the debt discount exceeding the principal amount of the Amended Note, on November 10, 2014, the Company recorded a debt discount of $3,000,000 which is being accreted over the term of the Amended Note using the effective interest method. | |
Together with the 2013 Loan Agreement, the Company entered into (a) a Lock-Up Agreement whereby the Investor agreed not to sell any shares of common stock owned by the Investor, including any shares issued upon conversion of the Note or upon exercise of any warrants held by Investor, whether issued pursuant to this 2013 Loan Agreement or otherwise, for a period of one (1) year from the Closing Date (as defined in the 2013 Loan Agreement) and (b) a Registration Rights Agreement that requires the Company to prepare and file a registration statement on Form S-1 no later than the 90th day prior to the expiration of the Lock-Up Agreement covering the resale of all shares of common stock issuable upon conversion of any portion of the 2013 Note and the shares of common stock issuable upon exercise of the Series I, Series J and Series K Warrants. The Lock-Up Agreement expired on October 6, 2014. | |
During the three months ended November 30, 2014 and 2013, the Company recognized $55,727 and $31,068, respectively, of interest expense related to the 2013 Note and related amendment. During the three months ended November 30, 2014, the Company recognized $2,457,910 of interest expense related to debt discount accretion, which includes $2,313,680 of accretion related to the debt discount originally recorded on the 2013 Note and $144,230 related to the Series L Warrants issuable pursuant to the 2015 Loan Agreement. The remaining debt discount related to the Series L Warrants and totaling $2,855,770 will be amortized through December 31, 2015 with $649,038 amortized during the quarter ended February 28, 2015, $663,462 amortized during the quarter ended May 31, 2015, $663,462 amortized during the quarter ended August 31, 2015, $656,250 amortized during the quarter ended November 30, 2015 and $223,558 amortized during the quarter ended February 29, 2016. |
Common_Stock_and_Warrants
Common Stock and Warrants | 3 Months Ended | |||||||||||||
Nov. 30, 2014 | ||||||||||||||
Notes to Financial Statements | ||||||||||||||
Note 3. Common Stock and Warrants | Common Stock | |||||||||||||
At November 30, 2014, the Company had 300,000,000 authorized shares of common stock with a par value of $0.001 per share, with 24,310,518 shares of common stock outstanding and 3,359,163 shares reserved for issuance under the Company’s 2006 Long-Term Incentive Plan (the “2006 Plan”) as adopted and approved by the Company’s Board of Directors (the “Board”) on October 10, 2006 that provides for the grant of stock options to employees, directors, officers and consultants (See “NOTE 4 - Stock Options”). | ||||||||||||||
During the three months ended November 30, 2014, the Company issued 3,906 shares of common stock as a result of the exercise of a Series H Warrant for which the Company received $3,242. | ||||||||||||||
During the year ended August 31, 2014, the Company had the following common stock related transactions: | ||||||||||||||
· | On November 11, 2013 and November 13, 2013, the Company issued pursuant to the Plan a total of 81,899 shares of unrestricted common stock as a result of the cashless exercise of a stock option resulting in the issuance of 190,000 shares of common stock. | |||||||||||||
· | On January 28, 2014, the Company issued 10,000 shares of common stock to each of the Company’s three directors pursuant to the 2006 Plan (30,000 shares total) valued at $2.90 per share, the closing price of the Company’s common stock on the day the stock was issued (See “NOTE 6 - Related Party Transactions” below for additional information). | |||||||||||||
Warrants | ||||||||||||||
Each of the Company’s warrants outstanding entitles the holder to purchase one share of the Company’s common stock for each warrant share held. A summary of the Company’s warrants outstanding and exercisable as of November 30, 2014 and August 31, 2014 is as follows: | ||||||||||||||
Shares of Common Stock Issuable from Warrants Outstanding as of | ||||||||||||||
Description | 30-Nov-14 | 31-Aug-14 | Exercise Price | Expiration | ||||||||||
Series G | 625,000 | 625,000 | $ | 0.64 | 17-Apr-15 | |||||||||
Series H | 1,751,220 | 1,755,126 | $ | 0.83 | 1-Feb-16 | |||||||||
Series I | 921,875 | 921,875 | $ | 1.37 | 7-Oct-18 | |||||||||
Series J | 3,110,378 | - | $ | 1.12 | 9-Nov-19 | |||||||||
Series K | 3,110,378 | - | $ | 1.2 | 9-Nov-19 | |||||||||
Total | 9,518,851 | 3,302,001 | ||||||||||||
The Series G Warrant was issued on April 17, 2012, as a condition to the Investor entering into the 2012 Loan Agreement. A Series H Warrant to purchase 825,435 shares was issued in connection with the 2012 Loan conversion. Series H Warrants to purchase 925,785 shares were issued on February 1, 2013, in connection with the self-directed registered offering of 1,875,000 units. The Series I Warrant was issued on October 7, 2013, in connection with the 2013 Loan Agreement. The Series J Warrant and Series K Warrant were issued on November 10, 2014 as a condition to the Investor entering into the 2015 Loan Agreement. In addition, there are a total of 3,248,878 shares issuable upon issuance of a Series L Warrant issuable as described above. Additional disclosure related to the warrants is more fully described above under “NOTE 2 - Convertible Promissory Notes.” | ||||||||||||||
During the three months ended November 30, 2014, the Company received $3,242 upon the exercise of a Series H Warrant for 3,906 shares. No warrant exercises occurred during the three months ended November 30, 2013. |
Stock_Options
Stock Options | 3 Months Ended | ||||||||||||||||||||||||
Nov. 30, 2014 | |||||||||||||||||||||||||
Notes to Financial Statements | |||||||||||||||||||||||||
Note 4. Stock Options | Stock option grants pursuant to the 2006 Plan vest either immediately or over one to five years and expire ten years after the date of grant. Stockholders previously approved 5,000,000 shares for grant under the 2006 Plan, of which 3,359,163 remain available for grant and 326,667 issued pursuant to the exercise of vested options as of November 30, 2014. All shares approved for grant and subsequently forfeited are available for future grant. The Company does not repurchase shares to fulfill the requirements of options that are exercised. The Company issues new shares when options are exercised. | ||||||||||||||||||||||||
The Company employs the following key weighted-average assumptions in determining the fair value of stock options, using the Black-Scholes option pricing model and the simplified method to estimate the expected term of “plain vanilla” options: | |||||||||||||||||||||||||
Year Ended August 31, 2014 | |||||||||||||||||||||||||
Expected dividend yield | – | ||||||||||||||||||||||||
Expected stock price volatility | 154.0% – 154.5% | ||||||||||||||||||||||||
Risk-free interest rate | 2.21% – 2.41% | ||||||||||||||||||||||||
Expected term (in years) | 7.67 | ||||||||||||||||||||||||
Exercise price | $ | 2.9 | |||||||||||||||||||||||
Weighted-average grant date fair-value | $ | 2.68 | |||||||||||||||||||||||
A summary of the Company’s stock option activity for the three months ended November 30, 2014 and the year ended August 31, 2014 and related information follows: | |||||||||||||||||||||||||
Number of Shares Subject to Option Grants | Weighted Average Exercise Price ($) | Weighted Average Remaining Contractual Term | Aggregate | ||||||||||||||||||||||
Intrinsic | |||||||||||||||||||||||||
Value ($) | |||||||||||||||||||||||||
Outstanding at August 31, 2013 | 970,838 | 2.03 | |||||||||||||||||||||||
Grants | 805,000 | 2.9 | |||||||||||||||||||||||
Exercises | (190,000 | ) | 1.65 | ||||||||||||||||||||||
Forfeitures | (260,001 | ) | 1.69 | ||||||||||||||||||||||
Outstanding at August 31, 2014 | 1,325,837 | 2.68 | |||||||||||||||||||||||
Forfeitures | (11,667 | ) | 6.51 | ||||||||||||||||||||||
Outstanding at November 30, 2014 | 1,314,170 | 2.64 | 7.72 years | $ | 15,600 | ||||||||||||||||||||
Exercisable at November 30, 2014 | 609,670 | 2.35 | 6.06 years | $ | 15,600 | ||||||||||||||||||||
Available for grant at November 30, 2014 | 3,359,163 | ||||||||||||||||||||||||
The aggregate intrinsic value in the table above represents the total pretax intrinsic value for all “in-the-money” options (i.e. the difference between the Company’s closing stock price on the last trading day of the period covered by this report and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all in-the-money option holders exercised their vested options on November 30, 2014. The intrinsic value of the option changes based upon the fair market value of the Company’s common stock. Since the closing stock price was $1.44 on November 30, 2014 and 65,001 outstanding options have an exercise price below $1.44 per share, as of November 30, 2014, there is intrinsic value to the Company’s outstanding, in-the-money stock options. | |||||||||||||||||||||||||
The following table sets forth the share-based compensation cost resulting from stock option grants, including those previously granted and vesting over time, that were recorded in the Company’s Consolidated Statements of Operations for the three months ended November 30, 2014 and 2013: | |||||||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||||||
November 30, | |||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Stock Compensation Expense: | |||||||||||||||||||||||||
SG&A - expense | $ | 157,646 | $ | 7,824 | |||||||||||||||||||||
Net stock compensation cost | $ | 157,646 | $ | 7,824 | |||||||||||||||||||||
As of November 30, 2014, the Company had $542,117 of unrecognized compensation cost related to unvested stock options which is expected to be recognized over a period of 3.25 years. | |||||||||||||||||||||||||
The following table summarizes information about stock options outstanding and exercisable at November 30, 2014: | |||||||||||||||||||||||||
Stock Options Outstanding | Stock Options Exercisable | ||||||||||||||||||||||||
Range of | Number of Shares | Weighted | Weighted | Number | Weighted Average | Weighted | |||||||||||||||||||
Exercise | Subject to | Average | Average | of Shares Subject | Remaining | Average | |||||||||||||||||||
Prices | Outstanding Options | Contractual | Exercise | To Options | Contractual | Exercise | |||||||||||||||||||
Life (years) | Price | Exercise | Life (Years) | Price | |||||||||||||||||||||
$0.80 | 15,000 | 8.06 | $ | 0.8 | 15,000 | 8.06 | $ | 0.8 | |||||||||||||||||
1.32 | 50,001 | 0.04 | 1.32 | 50,001 | 0.04 | 1.32 | |||||||||||||||||||
1.65 | 320,000 | 5.41 | 1.65 | 320,000 | 7.59 | 1.65 | |||||||||||||||||||
2.3 | 2,500 | 7.41 | 2.3 | 2,500 | 7.41 | 2.3 | |||||||||||||||||||
2.5 | 10,000 | 6.35 | 2.5 | 8,000 | 6.35 | 2.5 | |||||||||||||||||||
2.55 | 33,334 | 3.78 | 2.55 | 33,334 | 3.78 | 2.55 | |||||||||||||||||||
2.9 | 805,000 | 9.16 | 2.9 | 102,500 | 9.14 | 2.9 | |||||||||||||||||||
3.27 | 11,667 | 0.03 | 3.27 | 11,667 | 0.03 | 3.27 | |||||||||||||||||||
4.98 | 16,667 | 3.28 | 4.98 | 16,667 | 3.28 | 4.98 | |||||||||||||||||||
5.94 | 50,001 | 6.07 | 5.94 | 50,001 | 6.07 | 5.94 | |||||||||||||||||||
Total | 1,314,170 | 7.72 | $ | 2.64 | 609,670 | 6.06 | $ | 2.35 | |||||||||||||||||
Net_Loss_Per_Share
Net Loss Per Share | 3 Months Ended | |||||||||
Nov. 30, 2014 | ||||||||||
Notes to Financial Statements | ||||||||||
Note 5. Net Loss Per Share | During the three months ended November 30, 2014 and 2013, the Company recorded a net loss. Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The Company has not included the effects of warrants, stock options and convertible debt on net loss per share because to do so would be antidilutive. | |||||||||
Following is the computation of basic and diluted net loss per share for the three months ended November 30, 2014 and 2013: | ||||||||||
Three Months Ended | ||||||||||
November 30, | ||||||||||
2014 | 2013 | |||||||||
Basic and Diluted EPS Computation | ||||||||||
Numerator: | ||||||||||
Loss available to common stockholders' | $ | (3,259,249 | ) | $ | (769,570 | ) | ||||
Denominator: | ||||||||||
Weighted average number of common shares outstanding | 24,308,495 | 24,210,799 | ||||||||
Basic and diluted EPS | $ | (0.13 | ) | $ | (0.03 | ) | ||||
The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: | ||||||||||
Convertible debt | 3,248,878 | 2,624,651 | ||||||||
Warrants issuable upon conversion of debt (See "NOTE 2 - Convertible Promissory Note" above) | 3,248,878 | 5,249,303 | ||||||||
Warrants | 9,518,851 | 3,302,001 | ||||||||
Stock options | 1,314,170 | 1,325,837 | ||||||||
Total shares not included in the computation of diluted losses per share | 17,330,777 | 12,501,792 |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Nov. 30, 2014 | |
Notes to Financial Statements | |
Note 6. Related Party Transactions | A related party with respect to the Company is generally defined as any person (i) (and, if a natural person, inclusive of his or her immediate family) that holds 10% or more of the Company’s securities, (ii) that is part of the Company’s management, (iii) that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. |
For services rendered in the capacity of a Board member, non-employee Board members received $4,250 per quarter. New Board member compensation is pro rated in their first quarter. During the three months ended November 30, 2014 and 2013, the Company incurred $8,500 and $12,750, respectively in cash based Board compensation. | |
The Company grants stock options and common stock for services rendered by certain individuals, including the Company’s non-employee directors and sole officer, Mr. Conklin. No stock based compensation was granted to these individuals during the three months ended November 30, 2014. | |
During the three months ended November 30, 2014 and 2013 the Company recognized net compensation expense related to stock options and stock issued to the Company’s non-employee directors and executive of $5,675 and $152,083, respectively. These amounts include the reversal of compensation expense due to pre-vesting forfeitures, if any. | |
The law firm of Sierchio & Company, LLP, of which Joseph Sierchio, one of the Company’s directors, is a principal, has provided counsel to the Company since its inception. In July 2008, the Company asked Mr. Sierchio to join the Company’s Board. During the three months ended November 30, 2014 and 2013, the law firm of Sierchio & Company, LLP provided $48,910 and $37,640, respectively, of legal services. At November 30, 2014, the Company owed Sierchio & Company, LLP $29,215 which is included in accounts payable. | |
On October 7, 2013, the Company entered into the 2013 Loan Agreement with Investor and on November 10, 2014, the Company and Investor entered into the 2015 Loan Agreement resulting in the extension of the 2013 Note’s maturity date to December 31, 2015 and the issuance of a Series J Warrant to purchase 3,110,378 shares of our common stock and a Series K Warrant to purchase 3,110,378 shares of our common stock (see “NOTE 2 - Convertible Promissory Note” above). | |
All related party transactions are recorded at the exchange amount established and agreed to between related parties and are in the normal course of business. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Nov. 30, 2014 | |
Notes to Financial Statements | |
Note 7. Subsequent Events | On December 3, 2014, 1420524 Alberta Ltd. exercised a Series H Warrant to purchase 600,000 shares of our common stock at an exercise price of $0.83 per share resulting in $498,000 of proceeds to the Company. |
On December 15, 2014, the Board of Directors issued 20,000 shares (the “Shares”) of common stock to each of the Company’s three directors (60,000 shares total) valued at $1.40 per share, the closing price of the Company’s common stock on the day the stock was issued. Together with the issuance, the Company and each director entered into a Lock-Up Agreement whereby each director agreed not to sell more than 25% of their Shares, for a period of one (1) year. | |
On December 15, 2014, the Company granted two stock options to purchase up to 15,000 (a 10,000 and 5,000 option grant, respectively) shares of the Company’s common stock at an exercise price of $1.40 per share, the fair market value of the Company’s common stock on the date of grant, to two employees as partial compensation for services. The stock options expire ten years from the date of grant, on December 15, 2024 and vest as follows: (a) 7,500 shares vest immediately on the date of grant, and (b) 7,500 shares on December 15, 2015. The stock option is further subject to the terms and conditions of a stock option agreement between the Company and the employee. Under the terms of the stock option agreement, the stock option agreement will terminate and there will be no further vesting of stock options effective as of the date that employee ceases to be one of the Company’s employees. Upon termination of such service, the employee will have two years to exercise vested stock options, if any. The grant date fair value of the stock option granted was $19,890, or $1.326 per option, estimated using the Black-Scholes model containing the following assumptions: Exercise price / spot price of $1.40 per share, dividend yield of 0%, volatility of 137.5%, risk-free rate of 1.90%, and a term of 7.67 years. |
Basis_of_Presentation_Organiza1
Basis of Presentation, Organization, Recent Accounting Pronouncements and Going Concern (Policies) | 3 Months Ended |
Nov. 30, 2014 | |
Organization And Going Concern Policies | |
Basis of Presentation | The unaudited financial statements of New Energy Technologies, Inc. as of November 30, 2014, and for the three months ended November 30, 2014 and 2013, have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting and include the Company’s wholly-owned subsidiaries, Sungen Energy, Inc. (“Sungen”), Kinetic Energy Corporation (“KEC”), and New Energy Solar Corporation (“New Energy Solar”). Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended August 31, 2014, as filed with the Securities and Exchange Commission as part of the Company’s Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the interim financial information have been included. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year. |
Organization | New Energy Technologies, Inc. (the “Company”) was incorporated in the State of Nevada on May 5, 1998, under the name “Octillion Corp.” On December 2, 2008, the Company amended its Articles of Incorporation to effect a change of name to New Energy Technologies, Inc. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Kinetic Energy Corporation (“KEC”), and New Energy Solar Corporation (“New Energy Solar”). |
KEC was incorporated on June 19, 2008, in the State of Nevada and holds the patents related to the Company’s MotionPower™ technology. The Company’s business activities related to the MotionPower™ technology are conducted through KEC. | |
New Energy Solar was incorporated on February 9, 2009, in the State of Florida and has entered into agreements with USF to sponsor research related to the Company’s SolarWindow™ technology. | |
On March 16, 2011, pursuant to a consent signed by the Company’s shareholders owning a majority of the Company’s then issued and outstanding shares of common stock, the Company filed a Certificate of Amendment to its Certificate of Incorporation increasing its authorized shares of common stock, $0.001 par value, from 100,000,000 to 300,000,000. | |
The Company is a renewable and alternative energy company developing two (2) sustainable electricity generating systems. These novel technologies are branded as SolarWindow™ and MotionPower™. The Company’s proprietary, patent-pending technologies and products are the subjects of one hundred and one (101) patent-filings, and have been invented, designed, engineered, and prototyped in preparation for further field testing, product development and eventual commercial deployment. | |
The Company’s SolarWindow™ technology provides the ability to harvest light energy from the sun and artificial sources and generate electricity from a see-through, semi-transparent, coating of organic photovoltaic solar cells. The Company’s SolarWindow™ technology is the subject of forty-two (42) patent filings. Initially being developed for application on glass surfaces, SolarWindow™ could potentially be used on any of the more than 85 million commercial and residential buildings in the United States alone. | |
The Company’s MotionPower™ technology, harvests “kinetic” or “motion” energy from vehicles when they slow down before coming to a stop and converts this captured energy into electricity. The Company’s MotionPower™ technology is the subject of fifty-nine (59) patent filings. | |
The Company’s product development programs involve ongoing research and development efforts, and the commitment of significant resources to support the extensive invention, design, engineering, testing, prototyping, and intellectual property initiatives carried-out by its contract engineers, scientists, and consultants. | |
The Company continues to assess the ongoing development and value propositions of its novel SolarWindow™ and MotionPower™ technologies. This assessment assists with strategically focusing on specific technology development which best delivers significant long-term commercial competitive advantages. | |
Recent Accounting Pronouncements | The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable to the Company, it has not identified any standards that it believes merit further discussion or will have a significant impact on its financial statements except as described below. |
On June 10, 2014, accounting principles generally accepted in the United States were amended to remove the definition of a development stage entity thereby removing the financial reporting distinction between development stage entities and other reporting entities. In addition, the amendments eliminate the requirements for the Company to present inception-to-date information and to label the consolidated financial statements as those of a development stage entity. The amendments are effective for the Company’s consolidated financial statements beginning as of August 31, 2016, and interim periods therein; however, early application of each of the amendments is permitted for any reporting period. The Company has adopted the amendments and no longer presents inception-to-date information in the consolidated statements of operations, stockholders’ equity, and cash flows. In addition, the consolidated financial statements will no longer be labeled as those of a development stage entity. | |
Going Concern | The Company does not have any commercialized products and has not generated any revenue since inception. The Company has an accumulated deficit of $24,205,519 as of November 30, 2014, and does not have positive cash flow from operating activities. Included in the deficit are non-cash expenses totaling $8,353,668 relating to the issuance of stock for services, compensatory stock options, warrants granted for value and accretion of debt discounts. The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates continuation of the Company as a going concern, which is dependent upon the Company’s ability to establish itself as a profitable business. |
In its report with respect to the Company’s financial statements for the year ended August 31, 2014, the Company’s independent auditors expressed substantial doubt about the Company’s ability to continue operations as a going concern. Because the Company has not generated revenues from its operations and does not expect to do so in the near future, its ability to continue as a going concern is wholly dependent upon its ability to obtain additional financing. Currently, the Company is seeking additional financing but has no commitments to obtain any such financing, and there can be no assurance that financing will be available in amounts or on terms acceptable to the Company, if at all. | |
As of November 30, 2014, the Company had cash of $255,966. On December 3, 2014, subsequent to its quarter end, the Company received $498,000 as a result of the exercise of 600,000 Series H Warrants. Based upon its current and near term anticipated level of operations and expenditures, the Company believes that cash on hand should be sufficient to enable it to continue operations through February 2015. | |
If adequate funds are not available on reasonable terms, or at all, it would result in a material adverse effect on the Company’s business, operating results, financial condition and prospects. In particular, the Company may be required to delay, reduce the scope of or terminate one or more of its research programs, sell rights to its SolarWindow™ technology and/or MotionPowerTM technology or other technologies or products based upon such technologies, or license the rights to such technologies or products on terms that are less favorable to the Company than might otherwise be available. | |
In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. These consolidated financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements. |
Common_Stock_and_Warrants_Tabl
Common Stock and Warrants (Tables) | 3 Months Ended | |||||||||||||
Nov. 30, 2014 | ||||||||||||||
Common Stock And Warrants Tables | ||||||||||||||
Warrants outstanding and exercisable | Each of the Company’s warrants outstanding entitles the holder to purchase one share of the Company’s common stock for each warrant share held. A summary of the Company’s warrants outstanding and exercisable as of November 30, 2014 and August 31, 2014 is as follows: | |||||||||||||
Shares of Common Stock Issuable from Warrants Outstanding as of | ||||||||||||||
Description | 30-Nov-14 | 31-Aug-14 | Exercise Price | Expiration | ||||||||||
Series G | 625,000 | 625,000 | $ | 0.64 | 17-Apr-15 | |||||||||
Series H | 1,751,220 | 1,755,126 | $ | 0.83 | 1-Feb-16 | |||||||||
Series I | 921,875 | 921,875 | $ | 1.37 | 7-Oct-18 | |||||||||
Series J | 3,110,378 | - | $ | 1.12 | 9-Nov-19 | |||||||||
Series K | 3,110,378 | - | $ | 1.2 | 9-Nov-19 | |||||||||
Total | 9,518,851 | 3,302,001 |
Stock_Options_Tables
Stock Options (Tables) | 3 Months Ended | ||||||||||||||||||||||||
Nov. 30, 2014 | |||||||||||||||||||||||||
Stock Options Tables | |||||||||||||||||||||||||
Fair value of each option award | The Company employs the following key weighted-average assumptions in determining the fair value of stock options, using the Black-Scholes option pricing model and the simplified method to estimate the expected term of “plain vanilla” options: | ||||||||||||||||||||||||
Year Ended August 31, 2014 | |||||||||||||||||||||||||
Expected dividend yield | – | ||||||||||||||||||||||||
Expected stock price volatility | 154.0% – 154.5% | ||||||||||||||||||||||||
Risk-free interest rate | 2.21% – 2.41% | ||||||||||||||||||||||||
Expected term (in years) | 7.67 | ||||||||||||||||||||||||
Exercise price | $ | 2.9 | |||||||||||||||||||||||
Weighted-average grant date fair-value | $ | 2.68 | |||||||||||||||||||||||
Stock option activity | A summary of the Company’s stock option activity for the three months ended November 30, 2014 and the year ended August 31, 2014 and related information follows: | ||||||||||||||||||||||||
Number of Shares Subject to Option Grants | Weighted Average Exercise Price ($) | Weighted Average Remaining Contractual Term | Aggregate | ||||||||||||||||||||||
Intrinsic | |||||||||||||||||||||||||
Value ($) | |||||||||||||||||||||||||
Outstanding at August 31, 2013 | 970,838 | 2.03 | |||||||||||||||||||||||
Grants | 805,000 | 2.9 | |||||||||||||||||||||||
Exercises | (190,000 | ) | 1.65 | ||||||||||||||||||||||
Forfeitures | (260,001 | ) | 1.69 | ||||||||||||||||||||||
Outstanding at August 31, 2014 | 1,325,837 | 2.68 | |||||||||||||||||||||||
Forfeitures | (11,667 | ) | 6.51 | ||||||||||||||||||||||
Outstanding at November 30, 2014 | 1,314,170 | 2.64 | 7.72 years | $ | 15,600 | ||||||||||||||||||||
Exercisable at November 30, 2014 | 609,670 | 2.35 | 6.06 years | $ | 15,600 | ||||||||||||||||||||
Available for grant at November 30, 2014 | 3,359,163 | ||||||||||||||||||||||||
Share-based compensation cost | The following table sets forth the share-based compensation cost resulting from stock option grants, including those previously granted and vesting over time, that were recorded in the Company’s Consolidated Statements of Operations for the three months ended November 30, 2014 and 2013: | ||||||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||||||
November 30, | |||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||
Stock Compensation Expense: | |||||||||||||||||||||||||
SG&A - expense | $ | 157,646 | $ | 7,824 | |||||||||||||||||||||
Net stock compensation cost | $ | 157,646 | $ | 7,824 | |||||||||||||||||||||
Stock options outstanding and exercisable | The following table summarizes information about stock options outstanding and exercisable at November 30, 2014: | ||||||||||||||||||||||||
Stock Options Outstanding | Stock Options Exercisable | ||||||||||||||||||||||||
Range of | Number of Shares | Weighted | Weighted | Number | Weighted Average | Weighted | |||||||||||||||||||
Exercise | Subject to | Average | Average | of Shares Subject | Remaining | Average | |||||||||||||||||||
Prices | Outstanding Options | Contractual | Exercise | To Options | Contractual | Exercise | |||||||||||||||||||
Life (years) | Price | Exercise | Life (Years) | Price | |||||||||||||||||||||
$0.80 | 15,000 | 8.06 | $ | 0.8 | 15,000 | 8.06 | $ | 0.8 | |||||||||||||||||
1.32 | 50,001 | 0.04 | 1.32 | 50,001 | 0.04 | 1.32 | |||||||||||||||||||
1.65 | 320,000 | 5.41 | 1.65 | 320,000 | 7.59 | 1.65 | |||||||||||||||||||
2.3 | 2,500 | 7.41 | 2.3 | 2,500 | 7.41 | 2.3 | |||||||||||||||||||
2.5 | 10,000 | 6.35 | 2.5 | 8,000 | 6.35 | 2.5 | |||||||||||||||||||
2.55 | 33,334 | 3.78 | 2.55 | 33,334 | 3.78 | 2.55 | |||||||||||||||||||
2.9 | 805,000 | 9.16 | 2.9 | 102,500 | 9.14 | 2.9 | |||||||||||||||||||
3.27 | 11,667 | 0.03 | 3.27 | 11,667 | 0.03 | 3.27 | |||||||||||||||||||
4.98 | 16,667 | 3.28 | 4.98 | 16,667 | 3.28 | 4.98 | |||||||||||||||||||
5.94 | 50,001 | 6.07 | 5.94 | 50,001 | 6.07 | 5.94 | |||||||||||||||||||
Total | 1,314,170 | 7.72 | $ | 2.64 | 609,670 | 6.06 | $ | 2.35 | |||||||||||||||||
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 3 Months Ended | |||||||||
Nov. 30, 2014 | ||||||||||
Net Loss Per Share Tables | ||||||||||
Computation of basic and diluted net loss per share | Following is the computation of basic and diluted net loss per share for the three months ended November 30, 2014 and 2013: | |||||||||
Three Months Ended | ||||||||||
November 30, | ||||||||||
2014 | 2013 | |||||||||
Basic and Diluted EPS Computation | ||||||||||
Numerator: | ||||||||||
Loss available to common stockholders' | $ | (3,259,249 | ) | $ | (769,570 | ) | ||||
Denominator: | ||||||||||
Weighted average number of common shares outstanding | 24,308,495 | 24,210,799 | ||||||||
Basic and diluted EPS | $ | (0.13 | ) | $ | (0.03 | ) | ||||
The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: | ||||||||||
Convertible debt | 3,248,878 | 2,624,651 | ||||||||
Warrants issuable upon conversion of debt (See "NOTE 2 - Convertible Promissory Note" above) | 3,248,878 | 5,249,303 | ||||||||
Warrants | 9,518,851 | 3,302,001 | ||||||||
Stock options | 1,314,170 | 1,325,837 | ||||||||
Total shares not included in the computation of diluted losses per share | 17,330,777 | 12,501,792 |
Basis_of_Presentation_Organiza2
Basis of Presentation, Organization, Recent Accounting Pronouncements and Going Concern (Details Narrative) (USD $) | Nov. 30, 2014 | Aug. 31, 2014 | Nov. 30, 2013 | Aug. 31, 2013 |
Organization And Going Concern Details Narrative | ||||
Accumulated deficit | $24,205,519 | $20,946,270 | ||
Cash and cash equivalents | $255,966 | $785,237 | $4,357,254 | $347,493 |
Convertible_Promissory_Note_De
Convertible Promissory Note (Details Narrative) (USD $) | 3 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
2013 Note [Member] | ||
Interest expense related to the Loan | $55,727 | $31,068 |
Accretion interest expense related to debt discount | 2,457,910 | |
Accretion related to the debt discount | 2,313,680 | |
2015 Loan Agreement [Member] | ||
Accretion related L series warrants to the debt discount | $144,230 |
Common_Stock_and_Warrants_Deta
Common Stock and Warrants (Details) (USD $) | 3 Months Ended | |
Nov. 30, 2014 | Aug. 31, 2014 | |
Shares of Common Stock Issuable from Warrants | 9,518,851 | 3,302,001 |
Series G [Member] | ||
Shares of Common Stock Issuable from Warrants | 625,000 | 625,000 |
Exercise Price | $0.64 | |
Expiration | 4/17/15 | |
Series H [Member] | ||
Shares of Common Stock Issuable from Warrants | 1,751,220 | 1,755,126 |
Exercise Price | $0.83 | |
Expiration | 2/1/16 | |
Series I [Member] | ||
Shares of Common Stock Issuable from Warrants | 921,875 | 921,875 |
Exercise Price | $1.37 | |
Expiration | 10/7/18 | |
Series J [Member] | ||
Shares of Common Stock Issuable from Warrants | 3,110,378 | |
Exercise Price | $1.12 | |
Expiration | 11/9/19 | |
Series K [Member] | ||
Shares of Common Stock Issuable from Warrants | 3,110,378 | |
Exercise Price | $1.20 | |
Expiration | 11/9/19 |
Common_Stock_and_Warrants_Deta1
Common Stock and Warrants (Details Narrative) (USD $) | 3 Months Ended | ||
Nov. 30, 2014 | Nov. 30, 2013 | Aug. 31, 2014 | |
Common stock, shares authorized | 300,000,000 | 300,000,000 | |
Common stock, par value | $0.00 | $0.00 | |
Common stock, shares outstanding | 24,310,518 | 24,306,612 | |
Series H [Member] | |||
Amount received upon the exercise of warrants | $3,242 | ||
Exercise of warrants | 3,906 | 0 | |
2006 Long-Term Incentive Plan [Member] | |||
Common stock, shares authorized | 300,000,000 | ||
Common stock, par value | $0.00 | ||
Common stock, shares outstanding | 24,310,518 | ||
Stock reserved | 3,359,163 |
Stock_Options_Details
Stock Options (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Nov. 30, 2014 | Aug. 31, 2014 | |
Expected dividend yield | ||
Expected term (in years) | 7 years 8 months 1 day | |
Exercise price | $2.90 | |
Weighted-average grant date fair-value | $2.68 | |
Minimum [Member] | ||
Expected stock price volatility | 154.00% | |
Risk-free interest rate | 2.21% | |
Maximum [Member] | ||
Expected stock price volatility | 154.50% | |
Risk-free interest rate | 2.41% |
Stock_Options_Details_1
Stock Options (Details 1) (USD $) | 3 Months Ended | 12 Months Ended |
Nov. 30, 2014 | Aug. 31, 2014 | |
Number of Options | ||
Outstanding Beginning | 1,325,837 | 970,838 |
Grants | 805,000 | |
Exercises | -190,000 | |
Forfeitures | -11,667 | -260,001 |
Outstanding Ending | 1,314,170 | 1,325,837 |
Exercisable Ending | 609,670 | |
Available for grant Ending | 3,359,163 | |
Weighted Average Exercise Price ($) | ||
Weighted-average exercise price Beginning | $2.68 | $2.03 |
Grants | $2.90 | |
Exercises | $1.65 | |
Forfeitures | $6.51 | $1.69 |
Weighted-average exercise price Ending | $2.64 | $2.68 |
Exercisable Ending | $2.35 | |
Weighted Average Remaining Contractual Term | ||
Outstanding at November 30, 2014 | 7 years 8 months 19 days | |
Exercisable at November 30, 2014 | 6 years 22 days | |
Aggregate Intrinsic Value ($) | ||
Outstanding at November 30, 2014 | $15,600 | |
Exercisable at November 30, 2014 | $15,600 |
Stock_Options_Details_2
Stock Options (Details 2) (USD $) | 3 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
Stock Options Details 2 | ||
SG&A - expense | $157,646 | $7,824 |
Net stock compensation cost | $157,646 | $7,824 |
Stock_Options_Details_3
Stock Options (Details 3) (USD $) | 3 Months Ended |
Nov. 30, 2014 | |
Number of options outstanding | 1,314,170 |
Weighted average contractural life (years) | 7 years 8 months 19 days |
Weighted-average exercise price | $2.64 |
Number of options exercisable | 609,670 |
Weighted average contractural life (years) of options exercisable | 6 years 22 days |
Weighted-average exercise price of options exercisable | $2.35 |
$ 0.80 Per Share [Member] | |
Number of options outstanding | 15,000 |
Weighted average contractural life (years) | 8 years 22 days |
Weighted-average exercise price | $0.80 |
Number of options exercisable | 15,000 |
Weighted average contractural life (years) of options exercisable | 8 years 22 days |
Weighted-average exercise price of options exercisable | $0.80 |
$ 1.32 Per Share [Member] | |
Number of options outstanding | 50,001 |
Weighted average contractural life (years) | 15 days |
Weighted-average exercise price | $1.32 |
Number of options exercisable | 50,001 |
Weighted average contractural life (years) of options exercisable | 15 days |
Weighted-average exercise price of options exercisable | $1.32 |
$ 1.65 Per Share [Member] | |
Number of options outstanding | 320,000 |
Weighted average contractural life (years) | 5 years 4 months 28 days |
Weighted-average exercise price | $1.65 |
Number of options exercisable | 320,000 |
Weighted average contractural life (years) of options exercisable | 7 years 7 months 2 days |
Weighted-average exercise price of options exercisable | $1.65 |
$ 2.30 Per Share [Member] | |
Number of options outstanding | 2,500 |
Weighted average contractural life (years) | 7 years 4 months 28 days |
Weighted-average exercise price | $2.30 |
Number of options exercisable | 2,500 |
Weighted average contractural life (years) of options exercisable | 7 years 4 months 28 days |
Weighted-average exercise price of options exercisable | $2.30 |
$ 2.50 Per Share [Member] | |
Number of options outstanding | 10,000 |
Weighted average contractural life (years) | 6 years 4 months 6 days |
Weighted-average exercise price | $2.50 |
Number of options exercisable | 8,000 |
Weighted average contractural life (years) of options exercisable | 6 years 4 months 6 days |
Weighted-average exercise price of options exercisable | $2.50 |
$ 2.55 Per Share [Member] | |
Number of options outstanding | 33,334 |
Weighted average contractural life (years) | 3 years 9 months 11 days |
Weighted-average exercise price | $2.55 |
Number of options exercisable | 33,334 |
Weighted average contractural life (years) of options exercisable | 3 years 9 months 11 days |
Weighted-average exercise price of options exercisable | $2.55 |
$ 2.90 Per Share [Member] | |
Number of options outstanding | 805,000 |
Weighted average contractural life (years) | 9 years 1 month 28 days |
Weighted-average exercise price | $2.90 |
Number of options exercisable | 102,500 |
Weighted average contractural life (years) of options exercisable | 9 years 1 month 21 days |
Weighted-average exercise price of options exercisable | $2.90 |
$ 3.27 Per Share [Member] | |
Number of options outstanding | 11,667 |
Weighted average contractural life (years) | 11 days |
Weighted-average exercise price | $3.27 |
Number of options exercisable | 11,667 |
Weighted average contractural life (years) of options exercisable | 11 days |
Weighted-average exercise price of options exercisable | $3.27 |
$ 4.98 Per Share [Member] | |
Number of options outstanding | 16,667 |
Weighted average contractural life (years) | 3 years 3 months 11 days |
Weighted-average exercise price | $4.98 |
Number of options exercisable | 16,667 |
Weighted average contractural life (years) of options exercisable | 3 years 3 months 11 days |
Weighted-average exercise price of options exercisable | $4.98 |
$ 5.94 Per Share [Member] | |
Number of options outstanding | 50,001 |
Weighted average contractural life (years) | 6 years 26 days |
Weighted-average exercise price | $5.94 |
Number of options exercisable | 50,001 |
Weighted average contractural life (years) of options exercisable | 6 years 26 days |
Weighted-average exercise price of options exercisable | $5.94 |
Stock_Options_Details_Narrativ
Stock Options (Details Narrative) (USD $) | 3 Months Ended |
Nov. 30, 2014 | |
Stock option available for grant shares | 3,359,163 |
Closing stock option exercise price | $1.44 |
Stock options outstanding below exercise price | 65,001 |
Stock based compensation unrecognized | $542,117 |
Expected period for recognition | 3 years 3 months |
2006 Incentive Stock Option Plan [Member] | |
Stock option approved | 5,000,000 |
Stock option available for grant shares | 3,359,163 |
Stock option exercise | 326,667 |
Net_Loss_Per_Share_Details
Net Loss Per Share (Details) (USD $) | 3 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
Numerator: | ||
Loss available to common stockholders' | ($3,259,249) | ($769,570) |
Denominator: | ||
Weighted average number of common shares outstanding | 24,308,495 | 24,210,799 |
Basic and diluted EPS | ($0.13) | ($0.03) |
Earnings Per Share, Diluted, Other Disclosures | ||
Convertible debt | 3,248,878 | 2,624,651 |
Warrants issuable upon conversion of debt | $3,248,878 | $5,249,303 |
Total shares not included in the computation of diluted losses per share | 17,330,777 | 12,501,792 |
Warrant [Member] | ||
Earnings Per Share, Diluted, Other Disclosures | ||
Potentially dilutive common shares | 9,518,851 | 3,302,001 |
Stock Option [Member] | ||
Earnings Per Share, Diluted, Other Disclosures | ||
Potentially dilutive common shares | 1,314,170 | 1,325,837 |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | 3 Months Ended | |
Nov. 30, 2014 | Nov. 30, 2013 | |
Cash based Board compensation | $8,500 | $12,750 |
Non-employee directors and executive [Member] | ||
Net compensation expense | 5,675 | 152,083 |
Sierchio Company LLP [Member] | ||
Legal services | 48,910 | 37,640 |
Accounts payable | $29,215 |