Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
May. 31, 2015 | Jul. 09, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | SolarWindow Technologies, Inc. | |
Entity Central Index Key | 1,071,840 | |
Document Type | 10-Q | |
Document Period End Date | May 31, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --08-31 | |
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 | 26,347,180 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | May. 31, 2015 | Aug. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 69,169 | $ 785,237 |
Deferred research and development costs | 150,000 | 150,000 |
Prepaid expenses and other current assets | 28,159 | 14,257 |
Total current assets | 247,328 | 949,494 |
Equipment, net of accumulated depreciation of $25,035 and $18,128, respectively | 33,251 | 24,597 |
Total assets | 280,579 | 974,091 |
Current liabilities | ||
Accounts payable | 150,296 | 144,239 |
Interest payable | 373,393 | 193,151 |
Bridge note, net of discount of $156,391 | 443,609 | |
Convertible promissory note, net of discount of $1,543,270 and $2,313,680, respectively | 1,456,730 | 686,320 |
Total current liabilities | $ 2,424,028 | $ 1,023,710 |
Commitments and contingencies | ||
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, 25,425,305 and 24,306,612 shares issued and outstanding at May 31, 2015 and August 31, 2014, respectively | $ 25,424 | $ 24,306 |
Additional paid-in capital | 25,121,955 | 20,872,345 |
Retained earnings (deficit) | (27,290,828) | (20,946,270) |
Total stockholders' equity (deficit) | (2,143,449) | (49,619) |
Total liabilities and stockholders' equity (deficit) | $ 280,579 | $ 974,091 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | May. 31, 2015 | Aug. 31, 2014 |
Current assets | ||
Equipment, net of accumulated depreciation | $ 25,035 | $ 18,128 |
Current liabilities | ||
Bridge note, net of discount | 156,391 | |
Convertible promissory note, net of discount | $ 1,543,270 | $ 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 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 25,425,305 | 24,306,612 |
Common stock, shares outstanding | 25,425,305 | 24,306,612 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Consolidated Statements Of Operations | ||||
Revenue | ||||
Operating expense | ||||
Selling, general and administrative | $ 561,888 | $ 690,521 | $ 1,783,839 | $ 1,775,114 |
Research and development | 127,215 | 171,875 | 466,708 | 472,137 |
Total operating expense | 689,103 | 862,396 | 2,250,547 | 2,247,251 |
Loss from operations | (689,103) | (862,396) | (2,250,547) | (2,247,251) |
Other income (expense) | ||||
Interest expense | (68,438) | (54,403) | (180,242) | (137,788) |
Interest expense - accretion of debt discount | (806,821) | (15,464) | (3,913,769) | (15,828) |
Total other income (expense) | (875,259) | (69,867) | (4,094,011) | (153,616) |
Net loss | $ (1,564,362) | $ (932,263) | $ (6,344,558) | $ (2,400,867) |
Basic and Diluted Loss per Common Share | $ (0.06) | $ (0.04) | $ (0.26) | $ (0.10) |
Weighted average number of common shares outstanding - basic and diluted | 25,224,700 | 24,306,612 | 24,823,496 | 24,270,086 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED) - USD ($) | Common Stock | Additional Paid-In Capital | Retained Earnings (Deficit) | Total |
Beginning Balance, Shares at Aug. 31, 2013 | 24,194,713 | |||
Beginning Balance, Amount at Aug. 31, 2013 | $ 24,194 | $ 17,441,034 | $ (17,053,889) | $ 411,339 |
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 $600,000 bridge loan due to detachable warrants | $ 1,862,851 | 1,862,851 | ||
Net loss | $ (3,892,381) | (3,892,381) | ||
Ending Balance, Shares at Aug. 31, 2014 | 24,306,612 | |||
Ending Balance, Amount at Aug. 31, 2014 | $ 24,306 | $ 20,872,345 | $ (20,946,270) | (49,619) |
Stock based compensation related to restricted stock issuance, Shares | 60,000 | |||
Stock based compensation related to restricted stock issuance, Amount | $ 60 | 83,940 | 84,000 | |
Stock based compensation due to common stock purchase options | 365,736 | 365,736 | ||
Discount on convertible promissory note due to detachable warrants | 3,000,000 | 3,000,000 | ||
Discount on $600,000 bridge loan due to detachable warrants | 299,750 | 299,750 | ||
Exercise of Series H warrants, Shares | 603,906 | |||
Exercise of Series H warrants, Amount | $ 604 | 500,638 | $ 501,242 | |
Exercise of Series G warrants, Shares | 454,787 | |||
Exercise of Series G warrants, Amount | $ 454 | (454) | ||
Net loss | $ (6,344,558) | $ (6,344,558) | ||
Ending Balance, Shares at May. 31, 2015 | 25,425,305 | |||
Ending Balance, Amount at May. 31, 2015 | $ 25,424 | $ 25,121,955 | $ (27,290,828) | $ (2,143,449) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
May. 31, 2015 | May. 31, 2014 | |
Cash flows from operating activities | ||
Net loss | $ (6,344,558) | $ (2,400,867) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 6,907 | 4,475 |
Stock based compensation expense | $ 449,736 | 604,149 |
Reversal of stock based compensation expense due to forfeiture of stock options | (356,973) | |
Accretion of debt discount | $ 3,913,769 | 15,828 |
Changes in operating assets and liabilities: | ||
Decrease (increase) in prepaid expenses and other current assets | (13,902) | 8,974 |
Increase (decrease) in accounts payable | 6,057 | 5,529 |
Increase (decrease) in accrued liabilities | 180,242 | 137,788 |
Net cash used in operating activities | (1,801,749) | (1,981,097) |
Cash flows from investing activity | ||
Purchase of equipment | (15,561) | (1,942) |
Net cash used in investing activity | (15,561) | $ (1,942) |
Cash flows from financing activities | ||
Proceeds from the exercise of warrants | 501,242 | |
Proceeds from promissory notes | 600,000 | $ 3,000,000 |
Net cash provided by financing activities | 1,101,242 | 3,000,000 |
Increase (decrease) in cash and cash equivalents | (716,068) | 1,016,961 |
Cash and cash equivalents at beginning of period | 785,237 | 347,493 |
Cash and cash equivalents at end of period | $ 69,169 | $ 1,364,454 |
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 | $ 3,299,750 | $ 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 | 9 Months Ended |
May. 31, 2015 | |
Notes to Financial Statements | |
NOTE 1. Basis of Presentation, Organization, Recent Accounting Pronouncements and Going Concern | Basis of Presentation The unaudited financial statements of SolarWindow Technologies, Inc. (the "Company") as of May 31, 2015, and for the three and nine months ended May 31, 2015 and 2014, 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, 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 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. Effective as of March 9, 2015, the Company amended its Articles of Incorporation to change its name to SolarWindow Technologies, Inc. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, KEC and New Energy Solar Corporation. 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 entered into agreements with The University of South Florida Research Foundation ("USF") to sponsor research related to the Company's SolarWindow technology. On February 18, 2015, the Company terminated the license agreement entered into with USF which originated on June 21, 2010. 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. On March 9, 2015, the Company changed its name to "SolarWindow Technologies, Inc." in order to appropriately align the corporate name and brand identity. The Company's ticker symbol changed to WNDW. The Company has been developing two (2) sustainable electricity generating systems. These novel technologies are branded as SolarWindow and MotionPower. On March 2, 2015, the Company announced its exclusive focus on SolarWindow. 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 transparent electricity generating coatings are the subject of patent pending technologies. Initially being developed for application on glass surfaces, SolarWindow coatings 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 SolarWindow 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. Recent Accounting Pronouncements In February 2015, the FASB issued ASU 2015-02, "Amendments to the Consolidation Analysis", which amends the consolidation requirements in ASC 810 and significantly changes the consolidation analysis required under U.S. GAAP relating to whether or not to consolidate certain legal entities. Early adoption is permitted. The Company's effective date for adoption is January 1, 2016. The Company does not expect this accounting update to have a material effect on its consolidated financial statements in future periods, although that could change. In January 2015, the FASB issued ASU 2015-01, "Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items", which eliminates the concept from U.S. GAAP the concept of an extraordinary item. Under the ASU, an entity will no longer (1) segregate an extraordinary item from the results of ordinary operations; (2) separately present an extraordinary item on its income statement, net of tax, after income from continuing operations; or (3) disclose income taxes and earnings-per-share data applicable to an extraordinary item. Early adoption is permitted. The Company's effective date for adoption is January 1, 2016. The Company does not expect this accounting update to have a material effect on its consolidated financial statements in future periods, although that could change. 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, the Company has not identified any standards that the Company believes merit further discussion. The Company believes that none of the new standards will have a significant impact on the financial statements. 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 $27,290,828 as of May 31, 2015, and does not have positive cash flow from operating activities. Included in the deficit are non-cash expenses totaling $10,101,618 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 May 31, 2015, the Company had cash of $69,169. Subsequent to its quarter end, the Company received $765,156 from the exercise of 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 October, 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 its research programs, sell rights to its SolarWindow technology and/or MotionPower TM 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. |
Debt
Debt | 9 Months Ended |
May. 31, 2015 | |
Notes to Financial Statements | |
NOTE 2. Debt | 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 of 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. 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). The debt discount is limited to the face value of the Amended Note. As a result, 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. Interest expense related to the 2013 Loan Agreement as amended amounted to $58,312 and $170,116 during the three and nine months ended May 31, 2015. Interest expense related to the 2013 Loan as amended amounted to $54,403 and $137,788 during the three and nine months ended May 31, 2014. Interest expense from the accretion of the debt discount related to the 2013 Loan Agreement as amended amounted to $663,462 and $3,770,410 during the three and nine months ended May 31, 2015. Interest expense from the accretion of the debt discount related to the 2013 Loan Agreement as amended amounted to $15,464 and $15,828 during the three and nine months ended May 31, 2014. The remaining debt discount related to the Series L Warrants and totaling $1,543,270 will be amortized through December 31, 2015 with $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. Bridge Loan On March 4, 2015, the Company entered into a Bridge Loan Agreement (the "Bridge Loan Agreement") with 1420468 Alberta Ltd. (the "Creditor") pursuant to which the Company borrowed $600,000 at an annual interest rate of 7% (the "March 2015 Loan"), compounded quarterly; following the occurrence of an event of default, as further specified in the Bridge Loan Agreement, the annual interest rate would increase to 15%. The March 2015 Loan was evidenced by a promissory note with a maturity date of the earlier of: (a) the closing of any equity financing by the Company in excess of $600,000, or (b) September 4, 2015. As a condition to the Creditor's entry into the Bridge Loan Agreement, the Company issued the Creditor a Series L Stock Purchase Warrant to purchase up to 500,000 shares of the Company's common stock, which are exercisable from September 5, 2015 through March 4, 2020, with an exercise price of $1.20; the Series L warrant contains a provision allowing the Creditor to exercise the Series L warrant on a cashless basis as further set forth therein. The fair value of the series L warrant was $1.198 and calculated using the Black-Scholes option pricing model with the following assumptions: market price of common stock - $1.78 per share; estimated volatility - 76%; risk free interest rate 1.55%; expected dividend rate - 0% and expected life 4.5 years. This resulted in allocating $299,750 to the Series L warrants and $300,250 to the March 2015 Loan. As a result, on March 4, 2015, the Company recorded a debt discount of $299,750 which is being accreted over the term of the March 2015 Loan. Interest expense related to the March 2015 Loan amounted to $10,126 during the three and nine months ended May 31, 2015. Interest expense from the accretion of the debt discount related to the March 2015 Loan amounted to $143,359 during the three and nine months ended May 31, 2015. The remaining debt discount related to the Series L warrants totaled $156,391 and will be amortized through September 4, 2015 with $149,875 amortized during the quarter ended August 31, 2015 and $6,516 amortized during the quarter ended November 30, 2015. |
Common Stock and Warrants
Common Stock and Warrants | 9 Months Ended |
May. 31, 2015 | |
Notes to Financial Statements | |
Note 3. Common Stock and Warrants | Common Stock At May 31, 2015, the Company had 300,000,000 authorized shares of common stock with a par value of $0.001 per share, 25,425,305 shares of common stock outstanding and 3,315,831 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 nine months ended May 31, 2015, the Company had the following common stock related transactions: · The Company issued 454,787 shares of common stock upon the cashless exercise of 625,000 Series G Warrants. · The Company issued 603,906 shares of common stock as a result of the exercise of Series H Warrants for which the Company received $501,242. · On January 26, 2015, the Company issued 20,000 shares of common stock to each of the Company's three directors pursuant to the 2006 Plan (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 granted (See "NOTE 6 - Related Party Transactions" below for additional information). 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 May 31, 2015 and August 31, 2014 is as follows: Shares of Common Stock Issuable from Warrants Outstanding as of Description May 31, 2015 August 31, 2014 Exercise Price Expiration Series G - 625,000 $ 0.64 April 17, 2015 Series H 1,151,220 1,755,126 $ 0.83 February 1, 2016 Series I 921,875 921,875 $ 1.37 October 7, 2018 Series J 3,110,378 - $ 1.12 November 9, 2019 Series K 3,110,378 - $ 1.20 November 9, 2019 Series L 500,000 - $ 1.20 March 4, 2020 Total 8,793,851 3,302,001 The Series G Warrant was issued on April 17, 2012, as a condition to the Investor entering into a $1 million loan agreement during 2012 (the "2012 Loan"). On April 10, 2015, the Company issued 454,787 net shares pursuant to the cashless exercise of 625,000 Series G Warrants. The Company did not receive any funds from this exercise. 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 approximately 2,454,939 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 - Debt." During the nine months ended May 31, 2015, the Company received $501,242 upon the exercise of Series H Warrants for 603,906 shares. No warrant exercises occurred during the nine months ended May 31, 2014. |
Stock Options
Stock Options | 9 Months Ended |
May. 31, 2015 | |
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 3,315,831 remain available for grant and 326,667 were issued pursuant to the exercise of vested options as of May 31, 2015. 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: Nine Months Ended May 31, 2015 Year Ended August 31, 2014 Expected dividend yield - Expected stock price volatility 137.5 % 154.0% 154.5% Risk-free interest rate 1.90 % 2.21% 2.41% Expected term (in years) 7.67 7.67 Exercise price $ 1.40 $ 2.90 Weighted-average grant date fair-value $ 1.33 $ 2.68 A summary of the Company's stock option activity for the nine months ended May 31, 2015 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 2.90 Exercises (190,000 ) 1.65 Forfeitures (260,001 ) 1.69 Outstanding at August 31, 2014 1,325,837 2.68 Grants 15,000 1.40 Forfeitures (73,335 ) 2.46 Outstanding at May 31, 2015 1,267,502 2.68 7.63 years $ 170,500 Exercisable at May 31, 2015 660,002 2.49 6.65 years $ 166,325 Available for grant at May 31, 2015 3,315,831 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 May 31, 2015. 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 $2.09 on May 29, 2015 and 350,000 outstanding options have an exercise price below $2.09 per share, as of May 31, 2015, 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 and nine months ended May 31, 2015 and 2014: Three Months Ended May 31, Nine Months Ended May 31, 2015 2014 2015 2014 Stock Compensation Expense: SG&A - expense $ 85,125 $ 237,577 $ 351,108 $ 517,149 SG&A - income due to forfeitures - - - (356,973 ) R&D Expense 1,657 - 14,628 - Net stock compensation cost $ 86,782 $ 237,577 $ 365,736 $ 160,176 As of May 31, 2015, the Company had $353,916 of unrecognized compensation cost related to unvested stock options which is expected to be recognized over a period of 2.75 years. The following table summarizes information about stock options outstanding and exercisable at May 31, 2015: Stock Options Outstanding Stock Options Exercisable Range of Exercise Prices Number of Shares Subject to Outstanding Options Weighted Average Contractual Life (years) Weighted Average Exercise Price Number of Shares Subject To Options Exercise Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price $ 0.80 15,000 7.57 $ 0.80 15,000 7.57 $ 0.80 1.40 15,000 9.56 1.40 7,500 9.56 1.40 1.65 320,000 4.36 1.65 320,000 6.28 1.65 2.30 2,500 6.92 2.30 2,500 6.92 2.30 2.50 10,000 5.86 2.50 10,000 5.86 2.50 2.55 33,334 3.28 2.55 33,334 3.28 2.55 2.90 805,000 8.66 2.90 205,000 8.66 2.90 4.98 16,667 2.78 4.98 16,667 2.78 4.98 5.94 50,001 5.58 5.94 50,001 5.58 5.94 Total 1,267,502 7.63 $ 2.68 660,002 6.65 $ 2.49 |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
May. 31, 2015 | |
Notes to Financial Statements | |
Note 5. Net Loss Per Share | During the three and nine months ended May 31, 2015 and 2014, 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 anti dilutive. Following is the computation of basic and diluted net loss per share for the three and nine months ended May 31, 2015 and 2014: Three Months Ended May 31, Nine Months Ended May 31, 2015 2014 2015 2014 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (1,564,362 ) $ (932,263 ) $ (6,344,558 ) $ (2,400,867 ) Denominator: Weighted average number of common shares outstanding 25,224,700 24,306,612 24,823,496 24,270,086 Basic and diluted EPS $ (0.06 ) $ (0.04 ) $ (0.26 ) $ (0.10 ) 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 2,454,939 2,396,577 2,454,939 2,396,577 Warrants issuable upon conversion of debt (See "NOTE 2 - Convertible Promissory Note" above) 2,454,939 4,793,155 2,454,939 4,793,155 Warrants 8,793,851 3,302,001 8,793,851 3,302,001 Stock options 1,267,502 1,325,837 1,267,502 1,325,837 Total shares not included in the computation of diluted losses per share 14,971,231 11,817,570 14,971,231 11,817,570 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
May. 31, 2015 | |
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 and nine months ended May 31, 2015, the Company incurred $8,500 and $25,500, respectively in cash based Board compensation. During the three and nine months ended May 31, 2014, the Company incurred $8,500 and $29,750, 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. During the nine months ended May 31, 2015, the Company's three directors each received 20,000 shares of restricted common stock valued at $1.40 per share, the fair market value of the Company's common stock on the date of grant on December 15, 2014. In total, during the three and nine months ended May 31, 2015, the Company recognized net compensation expense related to stock options and restricted stock issued to our non-employee directors and executive of $84,198 and $427,108, respectively. During the three and nine months ended May 31, 2014 the Company recognized net compensation expense related to stock options and restricted stock issued to the Company's non-employee directors and executive of $231,883 and $214,059, respectively. 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. During the three and nine months ended May 31, 2015, the law firm of Sierchio & Company, LLP provided $88,945 and $175,640, respectively, of legal services. During the three and nine months ended May 31, 2014, the law firm of Sierchio & Company, LLP provided $18,275 and $92,997, respectively, of legal services. At May 31, 2015, the Company owed Sierchio & Company, LLP $33,795 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 - Debt" 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 | 9 Months Ended |
May. 31, 2015 | |
Notes to Financial Statements | |
Note 7. Subsequent Events | Management has reviewed material events subsequent of the quarterly period ended May 31, 2015 and prior to the filing of financial statements in accordance with FASB ASC 855 "Subsequent Events". On July 9, 2015, Investor exercised 921,875 Series H Warrants pursuant to the terms of the Series H Common Stock Purchase Warrant. As a result, the Company received $765,156. |
Basis of Presentation, Organi14
Basis of Presentation, Organization, Recent Accounting Pronouncements and Going Concern (Policies) | 9 Months Ended |
May. 31, 2015 | |
Basis Of Presentation Organization Recent Accounting Pronouncements And Going Concern Policies | |
Basis of Presentation | The unaudited financial statements of SolarWindow Technologies, Inc. (the "Company") as of May 31, 2015, and for the three and nine months ended May 31, 2015 and 2014, 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, 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 | 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. Effective as of March 9, 2015, the Company amended its Articles of Incorporation to change its name to SolarWindow Technologies, Inc. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, KEC and New Energy Solar Corporation. 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 entered into agreements with The University of South Florida Research Foundation ("USF") to sponsor research related to the Company's SolarWindow technology. On February 18, 2015, the Company terminated the license agreement entered into with USF which originated on June 21, 2010. 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. On March 9, 2015, the Company changed its name to "SolarWindow Technologies, Inc." in order to appropriately align the corporate name and brand identity. The Company's ticker symbol changed to WNDW. The Company has been developing two (2) sustainable electricity generating systems. These novel technologies are branded as SolarWindow and MotionPower. On March 2, 2015, the Company announced its exclusive focus on SolarWindow. 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 transparent electricity generating coatings are the subject of patent pending technologies. Initially being developed for application on glass surfaces, SolarWindow coatings 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 SolarWindow 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. |
Recent Accounting Pronouncements | In February 2015, the FASB issued ASU 2015-02, "Amendments to the Consolidation Analysis", which amends the consolidation requirements in ASC 810 and significantly changes the consolidation analysis required under U.S. GAAP relating to whether or not to consolidate certain legal entities. Early adoption is permitted. The Company's effective date for adoption is January 1, 2016. The Company does not expect this accounting update to have a material effect on its consolidated financial statements in future periods, although that could change. In January 2015, the FASB issued ASU 2015-01, "Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items", which eliminates the concept from U.S. GAAP the concept of an extraordinary item. Under the ASU, an entity will no longer (1) segregate an extraordinary item from the results of ordinary operations; (2) separately present an extraordinary item on its income statement, net of tax, after income from continuing operations; or (3) disclose income taxes and earnings-per-share data applicable to an extraordinary item. Early adoption is permitted. The Company's effective date for adoption is January 1, 2016. The Company does not expect this accounting update to have a material effect on its consolidated financial statements in future periods, although that could change. 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, the Company has not identified any standards that the Company believes merit further discussion. The Company believes that none of the new standards will have a significant impact on the financial statements. |
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 $27,290,828 as of May 31, 2015, and does not have positive cash flow from operating activities. Included in the deficit are non-cash expenses totaling $10,101,618 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 May 31, 2015, the Company had cash of $69,169. Subsequent to its quarter end, the Company received $765,156 from the exercise of 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 October, 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 its research programs, sell rights to its SolarWindow technology and/or MotionPower TM 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) | 9 Months Ended |
May. 31, 2015 | |
Common Stock And Warrants Tables | |
Warrants outstanding and exercisable | Shares of Common Stock Issuable from Warrants Outstanding as of Description May 31, 2015 August 31, 2014 Exercise Price Expiration Series G - 625,000 $ 0.64 April 17, 2015 Series H 1,151,220 1,755,126 $ 0.83 February 1, 2016 Series I 921,875 921,875 $ 1.37 October 7, 2018 Series J 3,110,378 - $ 1.12 November 9, 2019 Series K 3,110,378 - $ 1.20 November 9, 2019 Series L 500,000 - $ 1.20 March 4, 2020 Total 8,793,851 3,302,001 |
Stock Options (Tables)
Stock Options (Tables) | 9 Months Ended |
May. 31, 2015 | |
Stock Options Tables | |
Fair value of each option award | Nine Months Ended May 31, 2015 Year Ended August 31, 2014 Expected dividend yield - Expected stock price volatility 137.5 % 154.0% 154.5% Risk-free interest rate 1.90 % 2.21% 2.41% Expected term (in years) 7.67 7.67 Exercise price $ 1.40 $ 2.90 Weighted-average grant date fair-value $ 1.33 $ 2.68 |
Stock option activity | 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 2.90 Exercises (190,000 ) 1.65 Forfeitures (260,001 ) 1.69 Outstanding at August 31, 2014 1,325,837 2.68 Grants 15,000 1.40 Forfeitures (73,335 ) 2.46 Outstanding at May 31, 2015 1,267,502 2.68 7.63 years $ 170,500 Exercisable at May 31, 2015 660,002 2.49 6.65 years $ 166,325 Available for grant at May 31, 2015 3,315,831 |
Share-based compensation cost | Three Months Ended May 31, Nine Months Ended May 31, 2015 2014 2015 2014 Stock Compensation Expense: SG&A - expense $ 85,125 $ 237,577 $ 351,108 $ 517,149 SG&A - income due to forfeitures - - - (356,973 ) R&D Expense 1,657 - 14,628 - Net stock compensation cost $ 86,782 $ 237,577 $ 365,736 $ 160,176 |
Stock options outstanding and exercisable | Stock Options Outstanding Stock Options Exercisable Range of Exercise Prices Number of Shares Subject to Outstanding Options Weighted Life (years) Weighted Price Number Exercise Weighted Average Remaining Contractual Life (Years) Weighted Price $ 0.80 15,000 7.57 $ 0.80 15,000 7.57 $ 0.80 1.40 15,000 9.56 1.40 7,500 9.56 1.40 1.65 320,000 4.36 1.65 320,000 6.28 1.65 2.30 2,500 6.92 2.30 2,500 6.92 2.30 2.50 10,000 5.86 2.50 10,000 5.86 2.50 2.55 33,334 3.28 2.55 33,334 3.28 2.55 2.90 805,000 8.66 2.90 205,000 8.66 2.90 4.98 16,667 2.78 4.98 16,667 2.78 4.98 5.94 50,001 5.58 5.94 50,001 5.58 5.94 Total 1,267,502 7.63 $ 2.68 660,002 6.65 $ 2.49 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
May. 31, 2015 | |
Net Loss Per Share Tables | |
Computation of basic and diluted net loss per share | Three Months Ended May 31, Nine Months Ended May 31, 2015 2014 2015 2014 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (1,564,362 ) $ (932,263 ) $ (6,344,558 ) $ (2,400,867 ) Denominator: Weighted average number of common shares outstanding 25,224,700 24,306,612 24,823,496 24,270,086 Basic and diluted EPS $ (0.06 ) $ (0.04 ) $ (0.26 ) $ (0.10 ) 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 2,454,939 2,396,577 2,454,939 2,396,577 Warrants issuable upon conversion of debt (See "NOTE 2 - Convertible Promissory Note" above) 2,454,939 4,793,155 2,454,939 4,793,155 Warrants 8,793,851 3,302,001 8,793,851 3,302,001 Stock options 1,267,502 1,325,837 1,267,502 1,325,837 Total shares not included in the computation of diluted losses per share 14,971,231 11,817,570 14,971,231 11,817,570 |
Basis of Presentation, Organi18
Basis of Presentation, Organization, Recent Accounting Pronouncements and Going Concern (Details Narrative) - USD ($) | 9 Months Ended | |||
May. 31, 2015 | Aug. 31, 2014 | May. 31, 2014 | Aug. 31, 2013 | |
Organization And Going Concern Details Narrative | ||||
Accumulated deficit | $ 27,290,828 | $ 20,946,270 | ||
Non-cash expenses | 10,101,618 | |||
Cash and cash equivalents | $ 69,169 | $ 785,237 | $ 1,364,454 | $ 347,493 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | Aug. 31, 2014 | |
Interest expense | $ 68,438 | $ 54,403 | $ 180,242 | $ 137,788 | |
Accretion of debt discount | 806,821 | 15,464 | 3,913,769 | 15,828 | |
Convertible Debt Securities [Member] | |||||
Interest expense | 58,312 | 54,403 | 170,116 | 137,788 | |
Accretion of debt discount | 663,462 | $ 15,464 | 3,770,410 | $ 15,828 | |
Debt Discount | $ 663,462 | ||||
Bridge Loan [Member] | |||||
Interest expense | 10,126 | 10,126 | |||
Accretion of debt discount | $ 143,359 | $ 143,359 |
Common Stock and Warrants (Deta
Common Stock and Warrants (Details) - $ / shares | 9 Months Ended | |
May. 31, 2015 | Aug. 31, 2014 | |
Shares of Common Stock Issuable from Warrants | 8,918,851 | 3,302,001 |
Series G [Member] | ||
Shares of Common Stock Issuable from Warrants | 625,000 | |
Exercise Price | $ 0.64 | |
Expiration | Apr. 17, 2015 | |
Series H [Member] | ||
Shares of Common Stock Issuable from Warrants | 1,151,220 | 1,755,126 |
Exercise Price | $ 0.83 | |
Expiration | Feb. 1, 2016 | |
Series I [Member] | ||
Shares of Common Stock Issuable from Warrants | 921,875 | 921,875 |
Exercise Price | $ 1.37 | |
Expiration | Oct. 7, 2018 | |
Series J [Member] | ||
Shares of Common Stock Issuable from Warrants | 3,110,378 | |
Exercise Price | $ 1.12 | |
Expiration | Nov. 9, 2019 | |
Series K [Member] | ||
Shares of Common Stock Issuable from Warrants | 3,110,378 | |
Exercise Price | $ 1.20 | |
Expiration | Nov. 9, 2019 | |
Series L [Member] | ||
Shares of Common Stock Issuable from Warrants | 500,000 | |
Exercise Price | $ 1.20 | |
Expiration | Mar. 4, 2020 |
Common Stock and Warrants (De21
Common Stock and Warrants (Details Narrative) - USD ($) | 9 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | Aug. 31, 2014 | |
Common stock, shares authorized | 300,000,000 | 300,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares outstanding | 25,425,305 | 24,306,612 | |
Amount received upon the exercise of warrants | $ 501,242 | ||
Series H [Member] | |||
Common stock, shares issued during period | 603,906 | ||
Amount received upon the exercise of warrants | $ 501,242 | ||
2006 Long-Term Incentive Plan [Member] | |||
Common stock, shares authorized | 300,000,000 | ||
Common stock, par value | $ 0.001 | ||
Common stock, shares outstanding | 25,425,305 | ||
Stock reserved | 3,315,831 |
Stock Options (Details)
Stock Options (Details) - USD ($) None in scaling factor is -9223372036854775296 | 9 Months Ended | 12 Months Ended |
May. 31, 2015 | Aug. 31, 2014 | |
Expected dividend yield | ||
Expected stock price volatility | 137.50% | |
Risk-free interest rate | 1.90% | |
Expected term (in years) | 7 years 8 months 1 day | 7 years 8 months 1 day |
Exercise price | $ 1.40 | $ 2.90 |
Weighted-average grant date fair-value | $ 1.33 | $ 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 ($) | 9 Months Ended | 12 Months Ended |
May. 31, 2015 | Aug. 31, 2014 | |
Number of Options | ||
Outstanding Beginning | 1,325,837 | 970,838 |
Grants | 15,000 | 805,000 |
Exercises | (190,000) | |
Forfeitures | (73,335) | (260,001) |
Outstanding Ending | 1,267,502 | 1,325,837 |
Exercisable Ending | 660,002 | |
Available for grant Ending | 3,315,831 | |
Weighted Average Exercise Price ($) | ||
Weighted-average exercise price Beginning | $ 2.68 | $ 2.03 |
Grants | 1.40 | 2.90 |
Exercises | 1.65 | |
Forfeitures | 2.46 | 1.69 |
Weighted-average exercise price Ending | 2.68 | $ 2.68 |
Exercisable Ending | $ 2.49 | |
Weighted Average Remaining Contractual Term | ||
Outstanding Ending | 7 years 7 months 17 days | |
Exercisable Ending | 6 years 7 months 24 days | |
Aggregate Intrinsic Value ($) | ||
Outstanding Ending | $ 170,500 | |
Exercisable Ending | $ 166,325 |
Stock Options (Details 2)
Stock Options (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Stock Compensation Expense: | ||||
Net stock compensation cost | $ 449,736 | $ 604,149 | ||
Stock Option [Member] | ||||
Stock Compensation Expense: | ||||
SG&A - expense | $ 85,125 | $ 237,577 | $ 351,108 | 517,149 |
SG&A - income due to forfeitures | $ (356,973) | |||
R&D Expense | $ 1,657 | $ 14,628 | ||
Net stock compensation cost | $ 86,782 | $ 237,577 | $ 365,736 | $ 160,176 |
Stock Options (Details 3)
Stock Options (Details 3) - $ / shares | 9 Months Ended | ||
May. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2013 | |
Number of options outstanding | 1,267,502 | 1,325,837 | 970,838 |
Weighted average contractural life (years) | 7 years 7 months 17 days | ||
Weighted-average exercise price | $ 2.68 | $ 2.68 | $ 2.03 |
Number of options exercisable | 660,002 | ||
Weighted average contractural life (years) of options exercisable | 6 years 7 months 24 days | ||
Weighted-average exercise price of options exercisable | $ 2.49 | ||
$ 0.80 Per Share [Member] | |||
Number of options outstanding | 15,000 | ||
Weighted average contractural life (years) | 7 years 6 months 26 days | ||
Weighted-average exercise price | $ 0.80 | ||
Number of options exercisable | 15,000 | ||
Weighted average contractural life (years) of options exercisable | 7 years 6 months 26 days | ||
Weighted-average exercise price of options exercisable | $ 0.80 | ||
$ 1.40 Per Share [Member] | |||
Number of options outstanding | 15,000 | ||
Weighted average contractural life (years) | 9 years 6 months 22 days | ||
Weighted-average exercise price | $ 1.4 | ||
Number of options exercisable | 7,500 | ||
Weighted average contractural life (years) of options exercisable | 9 years 6 months 22 days | ||
Weighted-average exercise price of options exercisable | $ 1.4 | ||
$ 1.65 Per Share [Member] | |||
Number of options outstanding | 320,000 | ||
Weighted average contractural life (years) | 4 years 4 months 10 days | ||
Weighted-average exercise price | $ 1.65 | ||
Number of options exercisable | 320,000 | ||
Weighted average contractural life (years) of options exercisable | 6 years 3 months 11 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) | 6 years 11 months 1 day | ||
Weighted-average exercise price | $ 2.3 | ||
Number of options exercisable | 2,500 | ||
Weighted average contractural life (years) of options exercisable | 6 years 11 months 1 day | ||
Weighted-average exercise price of options exercisable | $ 2.3 | ||
$ 2.50 Per Share [Member] | |||
Number of options outstanding | 10,000 | ||
Weighted average contractural life (years) | 5 years 10 months 10 days | ||
Weighted-average exercise price | $ 2.5 | ||
Number of options exercisable | 10,000 | ||
Weighted average contractural life (years) of options exercisable | 5 years 10 months 10 days | ||
Weighted-average exercise price of options exercisable | $ 2.5 | ||
$ 2.55 Per Share [Member] | |||
Number of options outstanding | 33,334 | ||
Weighted average contractural life (years) | 3 years 3 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 3 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) | 8 years 7 months 28 days | ||
Weighted-average exercise price | $ 2.9 | ||
Number of options exercisable | 205,000 | ||
Weighted average contractural life (years) of options exercisable | 8 years 7 months 28 days | ||
Weighted-average exercise price of options exercisable | $ 2.9 | ||
$ 4.98 Per Share [Member] | |||
Number of options outstanding | 16,667 | ||
Weighted average contractural life (years) | 2 years 9 months 11 days | ||
Weighted-average exercise price | $ 4.98 | ||
Number of options exercisable | 16,667 | ||
Weighted average contractural life (years) of options exercisable | 2 years 9 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) | 5 years 6 months 29 days | ||
Weighted-average exercise price | $ 5.94 | ||
Number of options exercisable | 50,001 | ||
Weighted average contractural life (years) of options exercisable | 5 years 6 months 29 days | ||
Weighted-average exercise price of options exercisable | $ 5.94 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - May. 31, 2015 - USD ($) | Total |
Stock option available for grant shares | 3,315,831 |
Closing stock option exercise price | $ 2.09 |
Stock option outstanding | 350,000 |
Stock based compensation unrecognized | $ 353,916 |
Expected period for recognition | 2 years 9 months |
2006 Incentive Stock Option Plan [Member] | |
Stock option approved | 5,000,000 |
Stock option available for grant shares | 3,315,831 |
Stock option exercise | 326,667 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Numerator: | ||||
Loss available to common stockholders' | $ (1,564,362) | $ (932,263) | $ (6,344,558) | $ (2,400,867) |
Denominator: | ||||
Weighted average number of common shares outstanding | 25,224,700 | 24,306,612 | 24,823,496 | 24,270,086 |
Basic and diluted EPS | $ (0.06) | $ (0.04) | $ (0.26) | $ (0.10) |
Earnings Per Share, Diluted, Other Disclosures | ||||
Convertible debt | 2,454,939 | 2,396,577 | 3,240,151 | 2,396,577 |
Warrants issuable upon conversion of debt | 2,454,939 | 4,793,155 | 2,454,939 | 4,793,155 |
Warrants | 8,793,851 | 3,302,001 | 8,793,851 | 3,302,001 |
Stock options | 1,267,502 | 1,325,837 | 1,267,502 | 1,325,837 |
Total shares not included in the computation of diluted losses per share | 14,971,231 | 11,817,570 | 14,971,231 | 11,817,570 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
May. 31, 2015 | May. 31, 2014 | May. 31, 2015 | May. 31, 2014 | |
Cash based Board compensation | $ 8,500 | $ 8,500 | $ 25,500 | $ 29,750 |
Three Director [Member] | ||||
Restricted common stock | 20,000 | |||
Restricted common stock, per share | $ 1.40 | |||
Non-employee directors and executive [Member] | ||||
Stock based compensation expense related to stock options and restricted stock | 84,198 | 231,883 | $ 427,108 | 214,059 |
Sierchio & Company LLP [Member] | ||||
Legal services | 88,945 | $ 18,275 | 175,640 | $ 92,997 |
Accounts payable | $ 33,795 | $ 33,795 |