Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Nov. 30, 2015 | Jan. 07, 2016 | |
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 | Nov. 30, 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 | 26,944,721 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Nov. 30, 2015 | Aug. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 169,057 | $ 228,465 |
Deferred research and development costs | 23,443 | 106,135 |
Prepaid expenses and other current assets | 29,020 | 21,152 |
Total current assets | 221,520 | 355,752 |
Equipment, net of accumulated depreciation of $30,531 and $27,751, respectively | 30,055 | 30,535 |
Total assets | 251,575 | 386,287 |
Current liabilities | ||
Accounts payable | 90,123 | 97,438 |
Interest payable to related party | 514,065 | 443,498 |
Bridge note, net of discount of $0 and $6,516 | 600,000 | 593,484 |
Convertible promissory notes payable to related party, net of discount of $623,558 and $879,808, respectively | 2,776,447 | 2,120,192 |
Total current liabilities | $ 3,980,635 | $ 3,254,612 |
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, 26,572,615 shares issued and outstanding at November 30, 2015 and August 31, 2015 | $ 26,572 | $ 26,572 |
Additional paid-in capital | 26,607,331 | 26,144,117 |
Retained deficit | (30,362,963) | (29,039,014) |
Total stockholders' equity (deficit) | (3,729,060) | (2,868,325) |
Total liabilities and stockholders' equity (deficit) | $ 251,575 | $ 386,287 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Nov. 30, 2015 | Aug. 31, 2015 |
Current assets | ||
Equipment, net of accumulated depreciation | $ 30,531 | $ 27,751 |
Current liabilities | ||
Bridge note, net of discount | 0 | 6,516 |
Convertible promissory note, net of discount | $ 623,558 | $ 879,808 |
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 | 26,572,615 | 26,572,615 |
Common stock, shares outstanding | 26,572,615 | 26,572,615 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | |
Consolidated Statements Of Operations | ||
Revenue | ||
Operating expense | ||
Selling, general and administrative | $ 441,694 | $ 566,291 |
Research and development | 148,922 | 179,321 |
Total operating expense | 590,616 | 745,612 |
Loss from operations | (590,616) | (745,612) |
Other income (expense) | ||
Interest expense | (70,567) | (55,727) |
Accretion of debt discount | (662,766) | (2,457,910) |
Total other income (expense) | (733,333) | (2,513,637) |
Net loss | $ (1,323,949) | $ (3,259,249) |
Basic and Diluted Loss per Common Share | $ (0.05) | $ (0.13) |
Weighted average number of common shares outstanding - basic and diluted | 26,572,615 | 24,308,495 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Common Stock | Additional Paid-In Capital | Retained Deficit | Total |
Beginning Balance, Shares at Aug. 31, 2014 | 24,306,612 | |||
Beginning Balance, Amount at Aug. 31, 2014 | $ 24,306 | $ 20,872,345 | $ (20,946,270) | $ (49,619) |
Stock based compensation related to stock issuance, Shares | 60,000 | |||
Stock based compensation related to stock issuance, Amount | $ 60 | 83,940 | 84,000 | |
Stock based compensation due to common stock purchase options | $ 436,774 | $ 436,774 | ||
Exercise of stock options, Shares | ||||
Exercise of stock options, Amount | ||||
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 | 1,751,216 | |||
Exercise of Series H warrants, Amount | $ 1,751 | 1,451,763 | $ 1,453,514 | |
Exercise of Series G warrants, Shares | 454,787 | |||
Exercise of Series G warrants, Amount | $ 455 | $ (455) | ||
Net loss | $ (8,092,744) | $ (8,092,744) | ||
Ending Balance, Shares at Aug. 31, 2015 | 26,572,615 | |||
Ending Balance, Amount at Aug. 31, 2015 | $ 26,572 | $ 26,144,117 | $ (29,039,014) | $ (2,868,325) |
Stock based compensation related to stock issuance, Shares | ||||
Stock based compensation related to stock issuance, Amount | ||||
Stock based compensation due to common stock purchase options | $ 63,214 | $ 63,214 | ||
Exercise of stock options, Shares | ||||
Exercise of stock options, Amount | ||||
Discount on convertible promissory note due to detachable warrants | $ 234,360 | $ 234,360 | ||
Discount on convertible promissory note due to beneficial conversion feature | $ 165,640 | $ 165,640 | ||
Discount on $600,000 bridge loan due to detachable warrants | ||||
Exercise of Series H warrants, Shares | ||||
Exercise of Series H warrants, Amount | ||||
Exercise of Series G warrants, Shares | ||||
Net loss | $ (1,323,949) | $ (1,323,949) | ||
Ending Balance, Shares at Nov. 30, 2015 | 26,572,615 | |||
Ending Balance, Amount at Nov. 30, 2015 | $ 26,572 | $ 26,607,331 | $ (30,362,963) | $ (3,729,060) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | |
Cash flows from operating activities | ||
Net loss | $ (1,323,949) | $ (3,259,249) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 2,780 | 1,831 |
Stock based compensation expense | 63,214 | 157,646 |
Accretion of debt discount | 662,766 | $ 2,457,910 |
Changes in operating assets and liabilities: | ||
Decrease (increase) in deferred research and development costs | 82,692 | |
Decrease (increase) in prepaid expenses and other current assets | (7,868) | $ (7,998) |
Increase (decrease) in accounts payable | (7,315) | 75,828 |
Increase (decrease) in accrued liabilities | 70,567 | 55,727 |
Net cash used in operating activities | (457,113) | (518,305) |
Cash flows from investing activity | ||
Purchase of equipment | (2,300) | (14,208) |
Net cash used in investing activity | $ (2,300) | (14,208) |
Cash flows from financing activities | ||
Proceeds from the exercise of warrants | $ 3,242 | |
Proceeds from promissory notes | $ 400,005 | |
Net cash provided by financing activities | 400,005 | $ 3,242 |
Decrease in cash and cash equivalents | (59,408) | (529,271) |
Cash and cash equivalents at beginning of period | 228,465 | 785,237 |
Cash and cash equivalents at end of period | $ 169,057 | $ 255,966 |
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 | $ 234,360 | $ 3,000,000 |
Debt discount recorded for beneficial conversion feature | $ 165,640 |
Basis of Presentation, Organiza
Basis of Presentation, Organization, Recent Accounting Pronouncements and Going Concern | 3 Months Ended |
Nov. 30, 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 November 30, 2015, and for the three months ended November 30, 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, 2015, 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 SolarWindow Technologies, Inc. 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, Kinetic Energy Corporation ("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 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 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. As such, the Company's activities are subject to significant risks and uncertainties, including failing to secure additional funding to operationalize the Company's technology before another company develops similar technology and products. Recent Accounting Pronouncements In February 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205 40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which is intended to define management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. Specifically, ASU 2014-15 provides a definition of the term substantial doubt and requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). It also requires certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans and requires an express statement and other disclosures when substantial doubt is not alleviated. The new standard will be effective for reporting periods beginning after December 15, 2016, with early adoption permitted. Management does not expect the adoption of ASU 2014-15 to have a material impact on our financial statements and disclosures. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes most existing revenue recognition guidance under US GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company does not expect this accounting update to have a material effect on its consolidated financial statements in future periods. 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 $30,362,963 as of November 30, 2015, and does not have positive cash flows from operating activities. 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. As of November 30, 2015, the Company had cash of $169,057 and commitments for an additional loan of $150,000. 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 January 2016. 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 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. |
Debt
Debt | 3 Months Ended |
Nov. 30, 2015 | |
Notes to Financial Statements | |
Note 2. Debt | December 7, 2015, $550,000 Bridge Loan On December 7, 2015, the Company entered into a Bridge Loan Agreement (the "December 2015 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 December 2015 Loan Agreement, the Company may borrow up to $550,000; of which $400,005 was advanced on October 7, 2015 (the "October 2015 Loan Advance") and $150,000 on December 22, 2015 (the "December 2015 Loan Advance") (collectively, the "December 2015 Loan"). Following the occurrence of an event of default, as further specified in the December 2015 Loan Agreement; the annual interest rate would increase to 18%. The December 2015 Loan was evidenced by a promissory note with an annual interest rate of 10%, compounded quarterly, and a maturity date of the earlier of: (a) the closing of any equity financing by the Company in excess of $3,000,000, or (b) September 1, 2016. The December 2015 Loan is convertible at any time into shares of common stock at a conversion price equal to 85% of the thirty (30) day volume weighted average price of the Company's common stock. Also, as a condition to the Investor's entry into the December 2015 Loan Agreement, the Company issued the Investor a Series M Stock Purchase Warrant to purchase up to 275,000 shares of the Company's common stock for a period of five (5) years, with an exercise price of $2.34; the Series M Warrant contains a provision allowing the Investor to exercise the Series M Warrant on a cashless basis as further set forth therein. The Company first allocated October 2015 Loan Advance principal between the October 2015 Loan Advance and the Series M Warrants based upon their relative fair values. The estimated fair value of the Series M Warrants was calculated using the Black-Scholes option pricing model and the following assumptions: market price of common stock - $3.01 per share; estimated volatility - 79%; 5-year risk free interest rate - 1.67%; expected dividend rate - 0% and expected life - 5 years. This resulted in allocating $234,360 to the Series M Warrants and $165,640 to the October 2015 Loan Advance. Next, the intrinsic value of the beneficial conversion feature was computed as the difference between the fair value of the common stock issuable upon conversion of the October 2015 Loan Advance and the total price to convert based on the effective conversion price. The calculated intrinsic value was $348,890. As this amount resulted in a total debt discount that exceeds the October 2015 Loan Advance proceeds, the amount recorded for the beneficial conversion feature was limited to principal amount of the October 2015 Loan Advance. The resulting $400,005 discount is being accreted over the 9 month term of the October 2015 Loan Advance. March 4, 2015, $600,000 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 per share and was 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 Warrant 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. On December 7, 2015, the maturity date of the March 2015 Loan was extended to December 31, 2016. As consideration the Company issued the Creditor a Series M Stock Purchase Warrant to purchase up to 100,000 shares of the Company's common stock through December 7, 2020, at an exercise price of $2.34 per share; the Series M Warrant contains a provision allowing the Creditor to exercise the Series M Warrant on a cashless basis as further set forth therein. The Company also agreed to extend the expiration date of the Series L Warrant to December 7, 2020. Interest expense and accretion of the debt discount related to the March 2015 Loan amounted to $10,835 and $6,516, respectively, during the three months ended November 30, 2015. Convertible Promissory Note On October 7, 2013 (the "Closing Date"), the Company entered into a Bridge Loan Agreement (the "2013 Loan Agreement") with the Investor. 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") for the 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" and was unexercised as of November 30, 2015. 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 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 2015 Loan Agreement resulted in the issuance of a Series J Warrant and a Series K Warrant. Prior to the 2015 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 2015 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 per share. 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 warrants were issuable on November 10, 2014 with a fair value of $3,645,137 (3,142,359 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 $59,732 and $55,727 during the three months ended November 30, 2015 and 2014, respectively. During the three months ended November 30, 2015 and 2014, the Company recognized $656,250 and $2,457,910, respectively, of accretion of debt discount. The 2014 expense of $2,457,910 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 Warrant issuable pursuant to the 2015 Loan Agreement. The remaining debt discount related to the Series L Warrants and totaling $223,558 will be amortized during the quarter ended February 29, 2016. |
Common Stock and Warrants
Common Stock and Warrants | 3 Months Ended |
Nov. 30, 2015 | |
Notes to Financial Statements | |
Note 3. Common Stock and Warrants | At November 30, 2015, the Company had 300,000,000 authorized shares of common stock with a par value of $0.001 per share, 26,572,615 shares of common stock outstanding and 3,332,498 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 year ended August 31, 2015, the Company had the following common stock related transactions: · issued 454,787 shares of common stock upon the cashless exercise of 625,000 Series G Warrants. · issued 1,751,216 shares of common stock as a result of the exercise of Series H Warrants for which the Company received $1,453,514. · issued 20,000 shares of common stock on January 26, 2015 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). 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, 2015 and August 31, 2015 is as follows: Shares of Common Stock Issuable from Warrants Outstanding as of Description November 30, 2015 August 31, 2015 Exercise Price Expiration Series G - - $ 0.64 April 17, 2015 Series H 3,906 3,906 $ 0.83 February 1, 2016 Series I 921,875 921,875 $ 1.37 October 7, 2018 Series J 3,110,378 3,110,378 $ 1.12 November 9, 2019 Series K 3,110,378 3,110,378 $ 1.20 November 9, 2019 Series L 500,000 500,000 $ 1.20 March 4, 2020 Total 7,646,537 7,646,537 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 937,499 shares were issued on February 1, 2013, in connection with the self-directed registered offering of 1,875,000 units. During the year ended August 31, 2013, two holders of Series H warrants exercised 7,812 warrants. 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 2,541,853 Series L Warrants issuable pursuant to the March 2015 Loan as described above under "NOTE 2 - Debt." No warrants were issued, exercised or canceled during the three months ended November 30, 2015. During the year ended August 31, 2015, the Company received $1,453,514 upon the exercise of Series H Warrants for 1,751,216 shares. |
Stock Options
Stock Options | 3 Months Ended |
Nov. 30, 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 3,332,498 remain available for grant and 326,667 were issued pursuant to the exercise of vested options as of November 30, 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: Year Ended August 31, 2015 Expected dividend yield Expected stock price volatility 137.5 % Risk-free interest rate 1.90 % Expected term (in years) 7.67 Exercise price $ 1.40 Weighted-average grant date fair-value $ 1.33 A summary of the Company's stock option activity for the three months ended November 30, 2015 and 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, 2014 1,325,837 2.68 Grants 15,000 1.40 Forfeitures (73,335 ) 2.46 Outstanding at August 31, 2015 1,267,502 2.68 Forfeitures (16,667 ) 5.94 Outstanding at November 30, 2015 1,250,835 2.63 7.21 years $ 651,292 Exercisable at November 30, 2015 693,335 2.43 6.44 years $ 556,417 Available for grant at November 30, 2015 3,332,498 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, 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 $3.05 on November 30, 2015 and 1,200,834 outstanding options have an exercise price below $3.05 per share, as of November 30, 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 months ended November 30, 2015 and 2014: Three Months Ended November 30, 2015 2014 Stock Compensation Expense: Selling general and administrative expense $ 61,556 $ 154,133 R&D expense $ 1,658 $ 3,513 As of November 30, 2015, the Company had $219,665 of unrecognized compensation cost related to unvested stock options which is expected to be recognized over a period of 2.25 years. The following table summarizes information about stock options outstanding and exercisable at November 30, 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 7.06 $ 0.80 15,000 7.06 $ 0.80 1.40 15,000 9.05 1.40 7,500 9.05 1.40 1.65 320,000 3.98 1.65 320,000 5.77 1.65 2.30 2,500 6.41 2.30 2,500 6.41 2.30 2.50 10,000 5.35 2.50 10,000 5.35 2.50 2.55 33,334 2.78 2.55 33,334 2.78 2.55 2.90 805,000 8.16 2.90 255,000 8.14 2.90 4.98 16,667 2.28 4.98 16,667 2.28 4.98 5.94 33,334 5.07 5.94 33,334 5.07 5.94 Total 1,250,835 7.21 $ 2.63 693,335 6.44 $ 2.43 |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Nov. 30, 2015 | |
Notes to Financial Statements | |
Note 5. Net Loss Per Share | During the three months ended November 30, 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 antidilutive. Following is the computation of basic and diluted net loss per share for the three months ended November 30, 2015 and 2014: Three Months Ended November 30, 2015 2014 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (1,323,949 ) $ (3,259,249 ) Denominator: Weighted average number of common shares outstanding 26,572,615 24,308,495 Basic and diluted EPS $ (0.05 ) $ (0.13 ) 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 2,541,853 3,248,878 Warrants issuable upon conversion of debt (See "NOTE 2 - Convertible Promissory Note" above) 2,541,853 3,248,878 Warrants 7,646,537 9,518,851 Stock options 1,250,835 1,314,170 Total shares not included in the computation of diluted losses per share 13,981,078 17,330,777 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Nov. 30, 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. 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 three months ended November 30, 2015 and 2014, the Company recognized net compensation expense related to stock options issued to our non-employee directors and executive of $63,214 and $152,083, respectively. The law firm of Sierchio & Partners, LLP (formerly 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 months ended November 30, 2015 and 2014, the law firm of Sierchio & Partners, LLP provided $46,965 and $48,910, respectively, of legal services. At November 30, 2015, the Company owed Sierchio & Partners, LLP $15,000 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. For more information, see "NOTE 2 - Debt" above. On December 7, 2015, the Company entered into a Bridge Loan Agreement with the Investor pursuant to which the Company may borrow up to $550,000; of which $400,000 was advanced on October 7, 2015. As a condition to the Investor's entry into the December 2015 Loan Agreement, the Company issued the Investor a Series M Stock Purchase Warrant to purchase up to 275,000 shares of the Company's common stock for a period of five (5) years, with an exercise price of $2.34. For more information, see "NOTE 2 - Debt" above. During 2015, the Company received $765,156 upon the Investor's exercise of 921,875 Series H Warrants, for an equal number of shares, originally issued on February 1, 2013 pursuant to the Company's $1.2 million self-directed financing. 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, 2015 | |
Notes to Financial Statements | |
Note 7. Subsequent Events | Management has reviewed material events subsequent of the quarterly period ended November 30, 2015 and prior to the filing of financial statements in accordance with FASB ASC 855 "Subsequent Events". December 7, 2015, $550,000 Bridge Loan On December 7, 2015, the Company entered into a Bridge Loan Agreement with the Investor pursuant to which the Company may borrow up to $550,000; of which $400,005 was advanced to the Company on October 7, 2015, and the remaining $150,000 was forwarded to the Company on December 22, 2015; see "Note 2 - Debt" above for additional information. March 2015 $600,000 Loan Amendment and Related Warrant Transactions On December 7, 2015, the maturity date of the March 2015 Loan was extended to December 31, 2016. As consideration the Company issued the Creditor a Series M Stock Purchase Warrant to purchase up to 100,000 shares of the Company's common stock through December 7, 2020, at an exercise price of $2.34 per share; the Series M Warrant contains a provision allowing the Creditor to exercise the Series M Warrant on a cashless basis as further set forth therein. The fair value of the Series M Warrant was $2.058 and was calculated using the Black-Scholes option pricing model and the following assumptions: exercise price - $2.34; market price of common stock - $3.01 per share; estimated volatility - 79%; risk free interest rate - 1.67%; expected dividend rate - 0% and expected life - 5 years. The Company recorded $205,800 as a debt discount related to the 100,000 Series M Warrants and will amortize through December 31, 2016. Additionally, the expiration date of the currently outstanding Series L Warrant allowing the Creditor to purchase up to 500,000 shares of common stock was extended from March 4, 2020 to December 7, 2020. The difference in fair value of the Series L Warrant as a result of the extension of the expiration date was $33,000 and was calculated using the Black-Scholes option pricing model and the following assumptions: exercise price - $1.2; market price of common stock - $3.01 per share; estimated volatility - 79%; risk free interest rate - 1.67%; expected dividend rate - 0% and expected life - 5 years for the new warrant and 4.24 years for the original warrant. The Company recorded $33,000 as a debt discount related to the 500,000 Series L Warrant expiration date extension and will amortize through December 31, 2016. 2015 Loan Agreement On December 31, 2015, the Company entered into a Second Amended Bridge Loan Agreement (the "2015 Second Amended Loan Agreement") with Investor pursuant to which the Company and Investor amended the 2015 Loan Agreement by amending the 2013 Note to extend the maturity date to December 31, 2017 (the "Second Amended Note"). In order to induce Investor to enter into the 2015 Second Amended Loan Agreement and extend the maturity date of the 2013 Note, the Company issued a Series N Warrant to purchase 767,000 shares of its common stock at an exercise price of $3.38. The Series N Warrant is exercisable through December 31, 2020 and contains a provision allowing the Investor to exercise the warrant on a cashless basis as further set forth therein. Additionally, as consideration for Investor agreeing to extend the 2013 Note maturity date to December 31, 2017, the Company extended the maturity date of all of Investor's existing warrants, including the following: · Series I Warrant to purchase 921,875 shares of common stock; maturity date extended from October 6, 2018 to December 31, 2020; · Series J Warrant to purchase 3,110,378 shares of common stock; maturity date extended from November 9, 2019 to December 31, 2020; · Series K Warrant to purchase 3,110,378 shares of common stock; maturity date extended from November 9, 2019 to December 31, 2020; and · Series M Warrant to purchase 275,000 shares of common stock; maturity date extended from December 7, 2020 to December 31, 2020. Exercise of Stock Purchase Options On December 17, 2015, John Conklin, the Company's President & CEO, exercised 400,000 stock purchase options on a cashless basis resulting in the issuance of 195,139 shares of common stock. On December 18, 2015, Joseph Sierchio, a director, exercised 86,670 stock purchase options on a cashless basis resulting in the issuance of 47,567 shares of common stock. On December 18, 2015, Alastair Livesey, a director, exercised 70,000 stock purchase options on a cashless basis resulting in the issuance of 39,400 shares of common stock. Modification #7 to the Cooperative Research and Development Agreement with On December 28, 2015, the Company entered into Modification #7 to the Cooperative Research and Development Agreement (" Modification #7 NREL Director Stock Awards On January 5, 2016, the Company compensated its directors by issuing 30,000 shares of common stock to each of its three directors for a total issuance of 90,000 shares. The closing price of our stock on the issuance date was $3.75 resulting in expense of $337,500. As part of the issuance, each of the directors entered into a lock-up agreement restricting the sale of 75% of the issued shares for a period of one year. |
Basis of Presentation, Organi14
Basis of Presentation, Organization, Recent Accounting Pronouncements and Going Concern (Policies) | 3 Months Ended |
Nov. 30, 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 November 30, 2015, and for the three months ended November 30, 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, 2015, 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 | SolarWindow Technologies, Inc. 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, Kinetic Energy Corporation ("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 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 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. As such, the Company's activities are subject to significant risks and uncertainties, including failing to secure additional funding to operationalize the Company's technology before another company develops similar technology and products. |
Recent Accounting Pronouncements | In February 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205 40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which is intended to define management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. Specifically, ASU 2014-15 provides a definition of the term substantial doubt and requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). It also requires certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans and requires an express statement and other disclosures when substantial doubt is not alleviated. The new standard will be effective for reporting periods beginning after December 15, 2016, with early adoption permitted. Management does not expect the adoption of ASU 2014-15 to have a material impact on our financial statements and disclosures. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes most existing revenue recognition guidance under US GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company does not expect this accounting update to have a material effect on its consolidated financial statements in future periods. 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 $30,362,963 as of November 30, 2015, and does not have positive cash flows from operating activities. 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, 2015, the Company's independent auditors expressed substantial doubt about the Company's ability to continue as a going concern. Because the Company has not yet 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, 2015, the Company had cash of $169,057 and commitments for an additional loan of $150,000. 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 January 2016. 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 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. |
Common Stock and Warrants (Tabl
Common Stock and Warrants (Tables) | 3 Months Ended |
Nov. 30, 2015 | |
Common Stock And Warrants Tables | |
Warrants outstanding and exercisable | A summary of the Company's warrants outstanding and exercisable as of November 30, 2015 and August 31, 2015 is as follows: Shares of Common Stock Issuable from Warrants Outstanding as of Description November 30, 2015 August 31, 2015 Exercise Price Expiration Series G - - $ 0.64 April 17, 2015 Series H 3,906 3,906 $ 0.83 February 1, 2016 Series I 921,875 921,875 $ 1.37 October 7, 2018 Series J 3,110,378 3,110,378 $ 1.12 November 9, 2019 Series K 3,110,378 3,110,378 $ 1.20 November 9, 2019 Series L 500,000 500,000 $ 1.20 March 4, 2020 Total 7,646,537 7,646,537 |
Stock Options (Tables)
Stock Options (Tables) | 3 Months Ended |
Nov. 30, 2015 | |
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, 2015 Expected dividend yield Expected stock price volatility 137.5 % Risk-free interest rate 1.90 % Expected term (in years) 7.67 Exercise price $ 1.40 Weighted-average grant date fair-value $ 1.33 |
Stock option activity | A summary of the Company's stock option activity for the three months ended November 30, 2015 and 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, 2014 1,325,837 2.68 Grants 15,000 1.40 Forfeitures (73,335 ) 2.46 Outstanding at August 31, 2015 1,267,502 2.68 Forfeitures (16,667 ) 5.94 Outstanding at November 30, 2015 1,250,835 2.63 7.21 years $ 651,292 Exercisable at November 30, 2015 693,335 2.43 6.44 years $ 556,417 Available for grant at November 30, 2015 3,332,498 |
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, 2015 and 2014: Three Months Ended November 30, 2015 2014 Stock Compensation Expense: Selling general and administrative expense $ 61,556 $ 154,133 R&D expense $ 1,658 $ 3,513 |
Stock options outstanding and exercisable | The following table summarizes information about stock options outstanding and exercisable at November 30, 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 7.06 $ 0.80 15,000 7.06 $ 0.80 1.40 15,000 9.05 1.40 7,500 9.05 1.40 1.65 320,000 3.98 1.65 320,000 5.77 1.65 2.30 2,500 6.41 2.30 2,500 6.41 2.30 2.50 10,000 5.35 2.50 10,000 5.35 2.50 2.55 33,334 2.78 2.55 33,334 2.78 2.55 2.90 805,000 8.16 2.90 255,000 8.14 2.90 4.98 16,667 2.28 4.98 16,667 2.28 4.98 5.94 33,334 5.07 5.94 33,334 5.07 5.94 Total 1,250,835 7.21 $ 2.63 693,335 6.44 $ 2.43 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Nov. 30, 2015 | |
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, 2015 and 2014: Three Months Ended November 30, 2015 2014 Basic and Diluted EPS Computation Numerator: Loss available to common stockholders' $ (1,323,949 ) $ (3,259,249 ) Denominator: Weighted average number of common shares outstanding 26,572,615 24,308,495 Basic and diluted EPS $ (0.05 ) $ (0.13 ) 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 2,541,853 3,248,878 Warrants issuable upon conversion of debt (See "NOTE 2 - Convertible Promissory Note" above) 2,541,853 3,248,878 Warrants 7,646,537 9,518,851 Stock options 1,250,835 1,314,170 Total shares not included in the computation of diluted losses per share 13,981,078 17,330,777 |
Basis of Presentation, Organi18
Basis of Presentation, Organization, Recent Accounting Pronouncements and Going Concern (Details Narrative) - USD ($) | Nov. 30, 2015 | Aug. 31, 2015 | Nov. 30, 2014 | Aug. 31, 2014 |
Organization And Going Concern Details Narrative | ||||
Accumulated deficit | $ 30,362,963 | $ 29,039,014 | ||
Cash and cash equivalents | $ 169,057 | $ 228,465 | $ 255,966 | $ 785,237 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 3 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | |
Interest expense | $ 70,567 | $ 55,727 |
Accretion of debt discount | 662,766 | 2,457,910 |
Convertible Promissory Note [Member] | ||
Interest expense | 59,732 | 55,727 |
Accretion of debt discount | 656,250 | $ 2,457,910 |
Bridge Loan [Member] | ||
Interest expense | 10,835 | |
Accretion of debt discount | $ 6,516 |
Common Stock and Warrants (Deta
Common Stock and Warrants (Details) - $ / shares | 3 Months Ended | |
Nov. 30, 2015 | Aug. 31, 2015 | |
Shares of Common Stock Issuable from Warrants | 7,646,537 | 7,646,537 |
Series J [Member] | ||
Shares of Common Stock Issuable from Warrants | 3,110,378 | |
Series K [Member] | ||
Shares of Common Stock Issuable from Warrants | 3,110,378 | |
Series L [Member] | ||
Shares of Common Stock Issuable from Warrants | 500,000 | |
Series G [Member] | ||
Shares of Common Stock Issuable from Warrants | ||
Exercise Price | $ 0.64 | |
Expiration | Apr. 17, 2015 | |
Series H [Member] | ||
Shares of Common Stock Issuable from Warrants | 3,906 | 3,906 |
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 | $ 1.2 | |
Expiration | Nov. 9, 2019 | |
Series L [Member] | ||
Shares of Common Stock Issuable from Warrants | 500,000 | |
Exercise Price | $ 1.2 | |
Expiration | Mar. 4, 2020 |
Common Stock and Warrants (De21
Common Stock and Warrants (Details Narrative) - USD ($) | 3 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Aug. 31, 2015 | |
Common stock, shares authorized | 300,000,000 | 300,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares outstanding | 26,572,615 | 26,572,615 | |
Amount received upon the exercise of warrants | $ 3,242 | ||
Series H [Member] | |||
Common stock, shares issued during period | 1,751,216 | ||
Amount received upon the exercise of warrants | $ 1,453,514 | ||
Series G [Member] | |||
Common stock, shares issued during period | 454,787 | ||
Warrants exercised | 625,000 | ||
2006 Long-Term Incentive Plan [Member] | |||
Common stock, shares authorized | 300,000,000 | ||
Common stock, par value | $ 0.001 | ||
Common stock, shares outstanding | 26,572,615 | ||
Stock reserved | 3,332,498 |
Stock Options (Details)
Stock Options (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Nov. 30, 2014 | Aug. 31, 2015 | |
Stock Options Details | ||
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 | |
Exercise price | $ 1.40 | $ 1.40 |
Weighted-average grant date fair-value | $ 1.33 |
Stock Options (Details 1)
Stock Options (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | Aug. 31, 2015 | |
Number of Options | |||
Outstanding Beginning | 1,325,837 | 1,325,837 | |
Grants | 15,000 | ||
Forfeitures | (16,667) | (73,335) | |
Outstanding Ending | 1,250,835 | 1,267,502 | |
Exercisable Ending | 693,335 | ||
Available for grant Ending | 3,332,498 | ||
Weighted Average Exercise Price ($) | |||
Weighted-average exercise price Beginning | $ 2.68 | $ 2.68 | |
Grants | 1.40 | $ 1.40 | |
Forfeitures | $ 5.94 | 2.46 | |
Weighted-average exercise price Ending | 2.63 | $ 2.68 | |
Exercisable Ending | $ 2.43 | ||
Weighted Average Remaining Contractual Term | |||
Outstanding Ending | 7 years 2 months 16 days | ||
Exercisable Ending | 6 years 5 months 9 days | ||
Aggregate Intrinsic Value ($) | |||
Outstanding Ending | $ 651,292 | ||
Exercisable Ending | $ 556,417 |
Stock Options (Details 2)
Stock Options (Details 2) - USD ($) | 3 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | |
Stock Compensation Expense: | ||
Selling, general and administrative | $ 61,556 | $ 154,133 |
Research and development | $ 1,658 | $ 3,513 |
Stock Options (Details 3)
Stock Options (Details 3) - $ / shares | 3 Months Ended | ||
Nov. 30, 2015 | Nov. 30, 2014 | Aug. 31, 2014 | |
Number of Shares Subject to Outstanding Options | 1,250,835 | 1,267,502 | 1,325,837 |
Weighted average contractural life (years) | 7 years 2 months 16 days | ||
Weighted-average exercise price | $ 2.63 | $ 2.68 | $ 2.68 |
Number of Shares Subject to options exercisable | 693,335 | ||
Weighted average contractural life (years) of options exercisable | 6 years 5 months 9 days | ||
Weighted-average exercise price of options exercisable | $ 2.43 | ||
$0.80 Per Share [Member] | |||
Number of Shares Subject to Outstanding Options | 15,000 | ||
Weighted average contractural life (years) | 7 years 22 days | ||
Weighted-average exercise price | $ 0.80 | ||
Number of Shares Subject to options exercisable | 15,000 | ||
Weighted average contractural life (years) of options exercisable | 7 years 22 days | ||
Weighted-average exercise price of options exercisable | $ 0.80 | ||
$1.40 Per Share [Member] | |||
Number of Shares Subject to Outstanding Options | 15,000 | ||
Weighted average contractural life (years) | 9 years 18 days | ||
Weighted-average exercise price | $ 1.40 | ||
Number of Shares Subject to options exercisable | 7,500 | ||
Weighted average contractural life (years) of options exercisable | 9 years 18 days | ||
Weighted-average exercise price of options exercisable | $ 1.40 | ||
$1.65 Per Share [Member] | |||
Number of Shares Subject to Outstanding Options | 320,000 | ||
Weighted average contractural life (years) | 3 years 11 months 23 days | ||
Weighted-average exercise price | $ 1.65 | ||
Number of Shares Subject to options exercisable | 320,000 | ||
Weighted average contractural life (years) of options exercisable | 5 years 9 months 7 days | ||
Weighted-average exercise price of options exercisable | $ 1.65 | ||
$2.30 Per Share [Member] | |||
Number of Shares Subject to Outstanding Options | 2,500 | ||
Weighted average contractural life (years) | 6 years 4 months 28 days | ||
Weighted-average exercise price | $ 2.30 | ||
Number of Shares Subject to options exercisable | 2,500 | ||
Weighted average contractural life (years) of options exercisable | 6 years 4 months 28 days | ||
Weighted-average exercise price of options exercisable | $ 2.30 | ||
$2.50 Per Share [Member] | |||
Number of Shares Subject to Outstanding Options | 10,000 | ||
Weighted average contractural life (years) | 5 years 4 months 6 days | ||
Weighted-average exercise price | $ 2.50 | ||
Number of Shares Subject to options exercisable | 10,000 | ||
Weighted average contractural life (years) of options exercisable | 5 years 4 months 6 days | ||
Weighted-average exercise price of options exercisable | $ 2.50 | ||
$2.55 Per Share [Member] | |||
Number of Shares Subject to Outstanding Options | 33,334 | ||
Weighted average contractural life (years) | 2 years 9 months 11 days | ||
Weighted-average exercise price | $ 2.55 | ||
Number of Shares Subject to options exercisable | 33,334 | ||
Weighted average contractural life (years) of options exercisable | 2 years 9 months 11 days | ||
Weighted-average exercise price of options exercisable | $ 2.55 | ||
$2.90 Per Share [Member] | |||
Number of Shares Subject to Outstanding Options | 805,000 | ||
Weighted average contractural life (years) | 8 years 1 month 28 days | ||
Weighted-average exercise price | $ 2.90 | ||
Number of Shares Subject to options exercisable | 255,000 | ||
Weighted average contractural life (years) of options exercisable | 8 years 1 month 21 days | ||
Weighted-average exercise price of options exercisable | $ 2.90 | ||
$4.98 Per Share [Member] | |||
Number of Shares Subject to Outstanding Options | 16,667 | ||
Weighted average contractural life (years) | 2 years 3 months 11 days | ||
Weighted-average exercise price | $ 4.98 | ||
Number of Shares Subject to options exercisable | 16,667 | ||
Weighted average contractural life (years) of options exercisable | 2 years 3 months 11 days | ||
Weighted-average exercise price of options exercisable | $ 4.98 | ||
$5.94 Per Share [Member] | |||
Number of Shares Subject to Outstanding Options | 33,334 | ||
Weighted average contractural life (years) | 5 years 26 days | ||
Weighted-average exercise price | $ 5.94 | ||
Number of Shares Subject to options exercisable | 33,334 | ||
Weighted average contractural life (years) of options exercisable | 5 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, 2015 | Aug. 31, 2015 | |
Stock option available for grant shares | 3,332,498 | |
Closing stock option exercise price | $ 3.05 | |
Stock option outstanding | 1,200,834 | |
Stock based compensation unrecognized | $ 219,665 | |
Expected period for recognition | 2 years 3 months | |
2006 Incentive Stock Option Plan [Member] | ||
Stock option approved | 5,000,000 | |
Stock option available for grant shares | 3,332,498 | |
Stock option exercise | 326,667 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | Aug. 31, 2015 | |
Numerator: | |||
Loss available to common stockholders' | $ (1,323,949) | $ (3,259,249) | $ (8,092,744) |
Denominator: | |||
Weighted average number of common shares outstanding | 26,572,615 | 24,308,495 | |
Basic and diluted EPS | $ (0.05) | $ (0.13) | |
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 | 2,541,853 | 3,248,878 | |
Warrants issuable upon conversion of debt | 2,541,853 | 3,248,878 | |
Warrants | 7,646,537 | 9,518,851 | |
Stock options | 1,250,835 | 1,314,170 | |
Total shares not included in the computation of diluted losses per share | 13,981,078 | 17,330,777 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | |
Nov. 30, 2015 | Nov. 30, 2014 | |
Accounts payable | $ 15,000 | |
Sierchio & Partners, LLP [Member] | ||
Net compensation expense | 63,214 | $ 152,083 |
Legal services | $ 46,965 | $ 48,910 |