Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Jan. 31, 2015 | Mar. 04, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | SCIVANTA MEDICAL CORP | |
Entity Central Index Key | 1093285 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -21 | |
Document Type | 10-Q | |
Document Period End Date | 31-Jan-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 6,359,055 |
Balance_Sheets_Unaudited
Balance Sheets (Unaudited) (USD $) | Jan. 31, 2015 | Oct. 31, 2014 |
Current assets: | ||
Cash | $10,555 | $26,114 |
Prepaid expenses | 6,017 | 6,673 |
Total current assets | 16,572 | 32,787 |
Current liabilities: | ||
Accounts payable | 101,818 | 101,055 |
Accounts payable - related party | 242,722 | 211,898 |
Accrued expenses | 82,382 | 62,144 |
Convertible debentures | 623,030 | 617,262 |
Total current liabilities | 1,049,952 | 992,359 |
Note payable | 105,000 | 105,000 |
Total liabilities | 1,154,952 | 1,097,359 |
Commitments | ||
Stockholders' deficiency: | ||
Preferred stock, $.001 par value; 20,000,000 shares authorized; no shares issued | ||
Common stock, $.001 par value; 500,000,000 shares authorized; 6,359,055 shares issued and outstanding | 6,359 | 6,359 |
Additional paid-in capital | 23,070,589 | 23,070,589 |
Accumulated deficit | -24,215,328 | -24,141,520 |
Total stockholders' deficiency | -1,138,380 | -1,064,572 |
Total liabilities and stockholders' deficiency | $16,572 | $32,787 |
Balance_Sheets_Unaudited_Paren
Balance Sheets (Unaudited) (Parenthetical) (USD $) | Jan. 31, 2015 | Oct. 31, 2014 |
Balance Sheets [Abstract] | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | ||
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 6,359,055 | 6,359,055 |
Common stock, shares outstanding | 6,359,055 | 6,359,055 |
Statements_of_Operations_Unaud
Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
Statements Of Operations [Abstract] | ||
Revenue | ||
Operating expenses: | ||
General and administrative | 54,302 | 129,113 |
Gain on settlement of accounts payable | -80,656 | |
Loss from operations | -54,302 | -48,457 |
Interest expense | -19,506 | -13,763 |
Net loss | ($73,808) | ($62,220) |
Net loss per common share, basic and diluted | ($0.01) | ($0.01) |
Weighted average number of common shares outstanding, basic and diluted | 6,359,055 | 5,639,800 |
Statements_of_Cash_Flows_Unaud
Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | ($73,808) | ($62,220) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation expense | 32,333 | |
Gain on settlement of accounts payable | -80,656 | |
Accretion of interest on convertible debentures | 5,768 | 3,506 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 656 | 7,012 |
Accounts payable | 763 | -32,971 |
Accounts payable - related party | 30,824 | 29,342 |
Accrued expenses | 20,238 | 8,203 |
Net cash used in operating activities | -15,559 | -95,451 |
Cash flows from financing activities: | ||
Repayment of notes payable | -4,615 | |
Proceeds from issuance of convertible debentures | 150,000 | |
Net cash provided by financing activities | 145,385 | |
(Decrease) increase in cash | -15,559 | 49,934 |
Cash - beginning of period | 26,114 | 19,908 |
Cash - end of period | 10,555 | 69,842 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 54 | |
Cash paid for income taxes | 500 | 500 |
Noncash financing activities: | ||
Issuance of 461,538 shares of common stock as payment of accounts payable - related party | 60,000 | |
Issuance of 230,769 shares of common stock as payment of accounts payable | 30,000 | |
Issuance of 114,286 shares of common stock as payment of interest due on convertible debentures | 16,000 | |
Discount recorded in connection with issuance of convertible debentures | $24,612 |
Statements_of_Cash_Flows_Unaud1
Statements of Cash Flows (Unaudited) (Parenthetical) | 3 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
Statements Of Cash Flows [Abstract] | ||
Common stock shares issued as payment of certain accounts payable related party | 461,538 | 461,538 |
Common stock shares issued as payment of certain accounts payable | 230,769 | 230,769 |
Common stock shares issued as payment for interest due on convertible debentures | 114,286 | 114,286 |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended | ||
Jan. 31, 2015 | |||
Basis Of Presentation [Abstract] | |||
Basis of Presentation | 1 | Basis of Presentation | |
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred significant recurring operating losses and negative cash flows from operations. The Company had a working capital deficiency of $1,033,380 and an accumulated deficit of $24,215,328 as of January 31, 2015. The Company has not made $350,000 of principal payments due on certain convertible debentures and, as a result, these obligations can be placed in default by the holders. The Company also has no lending relationships with commercial banks and is dependent on the completion of a financing involving the private placement of its securities in order to continue operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |||
The Company has ceased all development activity related to the Scivanta Cardiac Monitoring System (the “SCMS”) (see Note 2) and does not intend to resume development of the SCMS. The Company expects to return all of the technology related to the SCMS to the licensor and is currently attempting to negotiate an agreement with the licensor related to the return of the SCMS technology. | |||
The Company’s strategy for business development is focused on the acquisition, through licensing or purchasing, of medical devices, pharmaceuticals and other proprietary technologies, patented products or services. Any such acquisitions will be contingent upon the Company’s ability to secure the financing required to fund such acquisitions. | |||
The Company continues to seek equity and/or debt investors and from time to time engages placement agents to assist the Company in this initiative. Effective November 1, 2011, each of the Company’s officers agreed to waive the annual base salary due to them and each of the Company’s directors agreed to waive the annual retainer and meeting fees due to them until the Company is able to raise sufficient capital that would provide the Company with the ability to pay cash compensation to its officers and directors. The Company has also paid certain obligations with shares of its common stock and has deferred certain other vendor payments until the Company secures sufficient additional debt or equity financing. | |||
While the Company is pursuing the opportunities and actions described above, there can be no assurance that it will be successful in its efforts. If the Company is unable to secure additional capital, it will explore other strategic alternatives, including, but not limited to, the sale of the Company. Any additional equity financing may result in substantial dilution to our stockholders. | |||
Amended_and_Restated_SCMS_Lice
Amended and Restated SCMS License Agreement | 3 Months Ended | ||
Jan. 31, 2015 | |||
Amended and Restated Scms License Agreement [Abstract] | |||
Amended and Restated SCMS License Agreement | 2 | Amended and Restated SCMS License Agreement | |
On February 14, 2011, the Company entered into an Amended and Restated Technology License Agreement with The Research Foundation of State University of New York, for and on behalf of the University at Buffalo (the “Foundation”), Donald D. Hickey, M.D. (“Hickey”) and Clas E. Lundgren (“Lundgren”). The Foundation, Hickey and Lundgren shall be collectively referred to herein as the “Licensor”. The Amended and Restated Technology License Agreement, as further amended on March 14, 2013, is referred to herein as the “License Agreement”. | |||
Pursuant to the License Agreement, the Licensor granted the Company the exclusive world-wide rights to develop, manufacture and distribute certain proprietary technologies known as the SCMS. A cash payment of $105,000 is payable by the Company to Hickey as follows: (a) $50,000 is due to Hickey on or before a date that is thirty (30) days after the closing of any single financing by the Company of at least $3,000,000 or any series of financings by the Company within a six (6) month period totaling at least $3,000,000; and (b) $55,000 is due to Hickey on or before the date that is thirty (30) days after the first commercial sale of a product utilizing the licensed technology (see Note 4). | |||
In addition, the Company is required to issue shares of its common stock to the Licensor upon the occurrence of certain events as follows: (a) $130,000 of common stock on the date the Company files for approval to market and sell a product utilizing the licensed technology; and (b) $160,000 of common stock on the date the Company receives approval to market and sell a product utilizing the licensed technology. The number of shares of the Company’s common stock to be issued to the Licensor will be calculated based on the market price of the Company’s common stock, as defined in the License Agreement, on the date that each of the respective above noted events occur. | |||
The Company is required to pay the Licensor a royalty of 5% of annual net sales, as defined in the License Agreement, subject to certain reductions and annual minimums as detailed in the License Agreement and is required to pay the Licensor 25% of all sublicensing revenue, as defined in the License Agreement, received by the Company in connection with the Company’s sublicense of the rights granted to the Company under the License Agreement. | |||
The License Agreement requires the Company to use commercially reasonable efforts to develop and market the SCMS within certain timeframes, subject to specified exceptions. The Company has not met certain development timeframes and as a result, could be issued a notice of default of the License Agreement by the Licensor. The Company has ceased all development activity related to the SCMS and does not intend to resume development of the SCMS. The Company expects to return all of the technology related to the SCMS to the Licensor and is currently attempting to negotiate an agreement with the Licensor related to the return of the SCMS technology. | |||
Related_Party_Transactions
Related Party Transactions | 3 Months Ended | ||
Jan. 31, 2015 | |||
Related Party Transactions [Abstract] | |||
Related Party Transactions | 3 | Related Party Transactions | |
David R. LaVance, the Company’s Chairman, President and Chief Executive Officer, and Thomas S. Gifford, the Company’s Executive Vice President, Chief Financial Officer and Secretary, are principals of Century Capital Associates LLC (“Century Capital”). Effective February 1, 2007, the Company and Century Capital entered into a Sublease Agreement pursuant to which the Company rents office space approximating 2,000 square feet inside Century Capital’s existing offices. In addition, the Company rents office furniture and other equipment from Century Capital. This agreement has a month to month term that requires sixty days written notice to terminate and a monthly rental fee of $5,000. The Company is responsible for all operating costs associated with the office space, including utilities, maintenance and property taxes. | |||
During the three months ended January 31, 2015, the Company was billed $17,620 pursuant to the terms of the Sublease Agreement. As of January 31, 2015, the Company owed Century Capital $60,000 for rent due under the Sublease Agreement, $18,929 for expenses due under the Sublease Agreement and $163,793 for other expenses, which amounts are included in accounts payable – related party. During the three months ended January 31, 2014, the Company was billed $18,160 pursuant to the terms of the Sublease Agreement. | |||
Note_Payable
Note Payable | 3 Months Ended | |
Jan. 31, 2015 | ||
Notes Payable [Abstract] | ||
Notes Payable | 4 | Note Payable |
Pursuant to the License Agreement (see Note 2), a cash payment of $105,000 is payable to Hickey as follows: (a) $50,000 is due to Hickey on or before a date that is thirty (30) days after the closing of any single financing by the Company of at least $3,000,000 or any series of financings by the Company within a six (6) month period totaling at least $3,000,000; and (b) $55,000 is due to Hickey on or before the date that is thirty (30) days after the first commercial sale of a product utilizing the licensed technology. As of January 31, 2015 and October 31, 2014, the Company classified the $105,000 due to Hickey as a component of non-current note payable. | ||
Convertible_Debentures
Convertible Debentures | 3 Months Ended | |
Jan. 31, 2015 | ||
Convertible Debentures [Abstract] | ||
Convertible Debentures | 5 | Convertible Debentures |
February 2007 Convertible Debentures | ||
On February 8, 2007, the Company issued 8% convertible debentures, dated February 1, 2007, in an aggregate principal amount of $250,000 to individual investors (the “February 2007 Debentures”). The February 2007 Debentures bears interest at a rate of 8% per annum and originally had a three year term, maturing on January 31, 2010, which was initially extended to January 31, 2012. On January 11, 2012, the Company issued 50,000 shares of common stock as full payment of $50,000 of outstanding principal on certain February 2007 Debentures. | ||
Effective January 31, 2012, certain holders of the February 2007 Debentures with an aggregate outstanding principal amount of $175,000, agreed to amend such February 2007 Debentures by extending the maturity date to January 31, 2014. In addition, effective January 31, 2012, a holder of a February 2007 Debenture with an outstanding principal amount of $25,000 agreed to amend his February 2007 Debenture by extending the maturity date to July 31, 2012. The Company has not made payment on the remaining outstanding February 2007 Debentures and, as a result, such obligations can be placed in default by the holders. | ||
For the three months ended January 31, 2015 and 2014, the Company recorded a total of $4,033 and $4,032, respectively, of interest expense related to the February 2007 Debentures. As of January 31, 2015, $16,001 of interest due on the February 2007 Debentures was accrued and is included as a component of accrued expense. As of January 31, 2015 and October 31, 2014, the Company recorded the $200,000 of outstanding principal due on the February 2007 Debentures as a component of current convertible debentures. | ||
May 2011 Convertible Debenture | ||
On May 20, 2011, the Company issued an 8% convertible debenture in the amount of $100,000 to an institutional investor (the “May 2011 Debenture”). The May 2011 Debenture bears interest at a rate of 8% per annum and originally had a three year term maturing on May 20, 2014. Effective May 20, 2014, the holder agreed to a new maturity date of May 20, 2015. | ||
For each of the three months ended January 31, 2015 and 2014, the Company recorded a total of $2,017 of interest expense related to the May 2011 Debenture. As of January 31, 2015, $13,639 of interest due on the May 2011 Debenture was accrued and is included as a component of accrued expenses. As of January 31, 2015 and October 31, 2014, the Company recorded the $100,000 of outstanding principal due on the May 2011 Debenture as a component of current convertible debentures. | ||
August 2012 Convertible Debenture | ||
On August 15, 2012, the Company issued an 8% convertible debenture in the amount of $100,000 to an institutional investor (the “August 2012 Debenture”). The August 2012 Debenture has a three year term maturing on August 15, 2015 and bears interest at a rate of 8% per annum. | ||
For each of the three months ended January 31, 2015 and 2014, the Company recorded a total of $2,017 of interest expense related to the August 2012 Debenture. As of January 31, 2015, $11,819 of interest due on the August 2012 Debenture was accrued and is included as a component of accrued expenses. As of January 31, 2015 and October 31, 2014, the Company recorded the $100,000 of outstanding principal due on the August 2012 Debenture as a component of current convertible debentures. | ||
December 2013 and April 2014 Convertible Debentures and Warrants | ||
On December 12, 2013, the Company issued 10% convertible debentures to two individual investors (the “December 2013 Debentures”) and on April 1, 2014, the Company issued a 10% convertible debenture to one individual investor (the “April 2014 Debenture” and together with the December 2013 Debentures, the “Debentures”). In connection with the issuance of the Debentures, the Company issued warrants (the “Debenture Warrants”) to purchase shares of the Company’s common stock equal to 20% of the aggregate principal amount of the Debentures. The gross proceeds received in connection with this private placement were $225,000. The Debentures have a one year term with principal and interest on the December 2013 Debentures due December 12, 2014 and principal and interest on the April 2014 Debenture due April 1, 2015. The Debentures bear interest at a rate of 10% per annum. The Company has not made payment on outstanding principal of the December 2013 Debentures that was due on December 12, 2014 and, as a result, such obligations can be placed in default by the holders. | ||
The Company separately accounted for the liability and equity components of the Debentures based upon the relative fair value of the liability and equity components on the date of issuance. As a result, the Company recorded a discount of $36,796 for the Debentures to account for the relative fair value attributable to the Debenture Warrants. The $36,796 debt discount is being accreted as interest expense using the effective interest method over the respective one-year terms of the Debentures. | ||
For the three months ended January 31, 2015, the Company recorded a total of $11,439 ($5,768 accreted) of interest expense related to the Debentures. As of January 31, 2015, $23,424 of interest due on the Debentures was accrued and is included as a component of accrued expenses. As of January 31, 2015, the unamortized discount on the Debentures was $1,970 and the net carrying value of the Debentures was $223,030, which was recorded as a component of current convertible debentures. For the three months ended January 31, 2014, the Company recorded a total of $5,643 ($3,506 accreted) of interest expense related to the December 2013 Debentures. | ||
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | |
Jan. 31, 2015 | ||
Stock-Based Compensation [Abstract] | ||
Stock-Based Compensation | 6 | Stock-Based Compensation |
The Company accounts for stock-based payments to employees in accordance with Accounting Standards Codification (“ASC”) 718, “Stock Compensation” (“ASC 718”). All stock-based payments to employees are grants of stock options that are recognized in the statement of operations based on their fair values at the date of grant. There was no employee stock-based compensation expense recorded for each of the three months ended January 31, 2015 and 2014. | ||
The Company accounts for stock-based payments to non-employees in accordance with ASC 718 and ASC 505-50, “Equity-Based Payments to Non-Employees.” For the three months ended January 31, 2015 and 2014, the Company recorded non-employee stock-based compensation expense of $0 and $32,333, respectively, which was included in general and administrative expense. | ||
Net_Loss_Per_Common_Share
Net Loss Per Common Share | 3 Months Ended | |
Jan. 31, 2015 | ||
Net Loss Per Common Share [Abstract] | ||
Net Loss Per Common Share | 7 | Net Loss Per Common Share |
Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect, in periods in which they have a dilutive effect, the impact of common shares issuable upon exercise of stock options and warrants and conversion of convertible debt that are not deemed to be anti-dilutive. The dilutive effect of the outstanding stock options and warrants is computed using the treasury stock method. | ||
For the three months ended January 31, 2015, diluted net loss per share did not include the effect of 203,332 shares of common stock issuable upon the exercise of outstanding options, 596,154 shares of common stock issuable upon the exercise of outstanding warrants and 2,397,436 shares of common stock issuable upon the conversion of convertible debt, as their effect would be anti-dilutive. | ||
For the three months ended January 31, 2014, diluted net loss per share did not include the effect of 211,832 shares of common stock issuable upon the exercise of outstanding options, 500,769 shares of common stock issuable upon the exercise of outstanding warrants and 1,820,513 shares of common stock issuable upon the conversion of convertible debt, as their effect would be anti-dilutive. | ||
Stockholders_Equity
Stockholders' Equity | 3 Months Ended | ||||||||||||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||||||||||||
Stockholders' Equity [Abstract] | |||||||||||||||||||||||||||
Stockholders' Equity | 8 | Stockholders’ Equity | |||||||||||||||||||||||||
Stock Option Plans | |||||||||||||||||||||||||||
The Company currently has two stock option plans in place: the 2002 Equity Incentive Plan and the 2007 Equity Incentive Plan (collectively, the “Equity Incentive Plans”). The 2002 Equity Incentive Plan was approved by the stockholders on July 5, 2002. The aggregate number of shares of common stock which could have been awarded under the 2002 Equity Incentive Plan was 200,000. As of January 31, 2015, options to purchase 120,000 shares of the Company’s common stock were outstanding under the 2002 Equity Incentive Plan. As a result of the adoption of the Company’s 2007 Equity Incentive Plan, no further awards are permitted under the 2002 Equity Incentive Plan. | |||||||||||||||||||||||||||
On May 31, 2007, the stockholders approved the Company’s 2007 Equity Incentive Plan. The original aggregate number of shares of common stock which could be awarded under the 2007 Equity Incentive Plan was 300,000 shares, subject to adjustment as provided in the 2007 Equity Incentive Plan. Effective December 27, 2013, as permitted under the 2007 Equity Incentive Plan, the Company’s board of directors increased the number of shares of common stock that could be awarded under the 2007 Equity Incentive Plan to 814,408 shares. As of January 31, 2015, options to purchase 83,332 shares of the Company’s common stock were outstanding under the 2007 Equity Incentive Plan and up to 731,076 shares of the Company’s common stock remain available for awards under the 2007 Equity Incentive Plan. | |||||||||||||||||||||||||||
Stock option awards under the Equity Incentive Plans were granted at prices as determined by the Company’s compensation committee, but such prices were not less than the fair market value of the Company's common stock on the date of grant. Stock options granted and outstanding include only non-qualified stock options and vest over a period of up to five years and have a maximum term of ten years from the date of grant. | |||||||||||||||||||||||||||
A summary of stock option transactions for employees and directors under the Equity Incentive Plans during the three months ended January 31, 2015 is as follows: | |||||||||||||||||||||||||||
Stock | Weighted Average Exercise Price Per Common Share | Aggregate Intrinsic Value | |||||||||||||||||||||||||
Option Shares | |||||||||||||||||||||||||||
Outstanding at October 31, 2014 | 206,832 | $ | 1.67 | $ | -- | ||||||||||||||||||||||
Granted during the period | -- | -- | |||||||||||||||||||||||||
Exercised during the period | -- | -- | |||||||||||||||||||||||||
Expired during the period | (3,500 | ) | $ | 0.2 | |||||||||||||||||||||||
Outstanding at January 31, 2015 | 203,332 | $ | 1.7 | $ | -- | ||||||||||||||||||||||
Exercisable at January 31, 2015 | 203,332 | $ | 1.7 | $ | -- | ||||||||||||||||||||||
Exercisable at October 31, 2014 | 206,832 | $ | 1.67 | $ | -- | ||||||||||||||||||||||
Information with respect to stock options outstanding and stock options exercisable as of January 31, 2015 that were granted to employees is as follows: | |||||||||||||||||||||||||||
Stock Options Outstanding | Stock Options Exercisable | ||||||||||||||||||||||||||
Exercise | Number of Shares Available Under Outstanding Stock | Weighted Average Exercise Price Per Common Share | Weighted Average Remaining Contractual Life (Years) | Number of Shares Available for Purchase Under Outstanding Stock | Weighted Average Exercise Price Per Common Share | Weighted Average Remaining Contractual Life (Years) | |||||||||||||||||||||
Price | Options | Options | |||||||||||||||||||||||||
$ | 0.8 | 10,000 | $ | 0.8 | 0.9 | 10,000 | $ | 0.8 | 0.9 | ||||||||||||||||||
$ | 1.4 | 83,332 | $ | 1.4 | 3.6 | 83,332 | $ | 1.4 | 3.6 | ||||||||||||||||||
$ | 2 | 110,000 | $ | 2 | 2 | 110,000 | $ | 2 | 2 | ||||||||||||||||||
203,332 | $ | 1.7 | 2.6 | 203,332 | $ | 1.7 | 2.6 | ||||||||||||||||||||
Warrant to Purchase Common Stock | |||||||||||||||||||||||||||
A summary of warrant transactions during the three months ended January 31, 2015 is as follows: | |||||||||||||||||||||||||||
Warrant Shares | Weighted Average Exercise Price Per Common Share | Aggregate Intrinsic Value | |||||||||||||||||||||||||
Outstanding at October 31, 2014 | 596,154 | $ | 0.13 | $ | -- | ||||||||||||||||||||||
Issued during the period | -- | -- | |||||||||||||||||||||||||
Exercised during the period | -- | -- | |||||||||||||||||||||||||
Expired during the period | -- | -- | |||||||||||||||||||||||||
Outstanding at January 31, 2015 | 596,154 | $ | 0.13 | $ | -- | ||||||||||||||||||||||
Exercisable at January 31, 2015 | 480,769 | $ | 0.13 | $ | -- | ||||||||||||||||||||||
Exercisable at October 31, 2014 | 250,000 | $ | 0.13 | $ | -- | ||||||||||||||||||||||
As of January 31, 2015, the weighted average remaining contractual life for warrants outstanding was 2.8 years and for warrants exercisable was 2.9 years. | |||||||||||||||||||||||||||
Subsequent_Events
Subsequent Events | 3 Months Ended | ||
Jan. 31, 2015 | |||
Subsequent Events [Abstract] | |||
Subsequent Events | 9 | Subsequent Events | |
On February 12, 2015, the Company issued a 10% convertible debenture to an individual investor (the “February 2015 Debenture”). In connection with the issuance of the February 2015 Debenture, the Company issued a warrant (the “February 2015 Debenture Warrant”) to purchase shares of its common stock equal to 20% of the aggregate principal amount of the February 2015 Debenture. The gross proceeds received in connection with this private placement were $50,000. The February 2015 Debenture has a one-year term with principal and interest due February 12, 2016. The February 2015 Debenture bears interest at a rate of 10% per annum. | |||
The entire principal and accrued interest amount of the February 2015 Debenture is convertible into shares of the Company’s common stock: (a) upon the Company issuing equity securities and/or debt in a transaction or a series of transactions resulting in aggregate gross proceeds to the Company of at least $3,000,000 (a “Qualified Financing”); (b) at the option of the holder, at the maturity date of the February 2015 Debenture; or (c) at the option of the holder, upon a Change in Control of the Company, as defined in the February 2015 Debenture. Upon the occurrence of a Qualified Financing, the February 2015 Debenture is convertible into shares of the Company’s common stock at a conversion price equal to: (i) 80% of the per share price paid by the purchasers of the Company’s common stock in the Qualified Financing; (ii) 80% of the per share conversion price of any instrument convertible into shares of the Company’s common stock, if no shares of the Company’s common stock are issued in the Qualified Financing; or (iii) $0.13, if no shares of the Company’s common stock or instruments convertible into shares of the Company’s common stock are issued in the Qualified Financing. On the maturity date or upon a Change in Control of the Company, the February 2015 Debenture is convertible into shares of the Company’s common stock at $0.13 per share. The quoted market price of the Company’s common stock on February 12, 2015 was $0.10 per share. An aggregate of 384,615 shares of the Company’s common stock can be issued pursuant to the February 2015 Debenture at the current conversion price of $0.13 per share. The Company will use the proceeds received in this private placement for working capital purposes. | |||
The February 2015 Debenture Warrant has a three year term and provides the holder the right to purchase shares of the Company’s common stock equal to 20% of the principal amount of the related February 2015 Debenture divided by: (a) 80% of the per share price paid by the purchasers of the Company’s common stock in a Qualified Financing; (b) 80% of the per share conversion price of any instrument convertible into shares of the Company’s common stock issued in a Qualified Financing, if no shares of the Company’s common stock are issued in the Qualified Financing; or (c) $0.13, if no shares of the Company’s common stock or no instruments convertible into shares of the Company’s common stock are issued in a Qualified Financing or if a Qualified Financing is not consummated within one year from the February 2015 Debenture Warrant issuance date. An aggregate of 76,923 shares of the Company’s common stock can be issued under the February 2015 Debenture Warrant at the current exercise price of $0.13 per share. All of the shares of the Company’s common stock underlying the February 2015 Debenture Warrant vest on the earlier of (a) one year from the February 2015 Debenture Warrant issuance date, or (b) the consummation of a Qualified Financing. The exercise price of the February 2015 Debenture Warrant will be subject to adjustment for stock dividends, stock splits, or similar events. | |||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 3 Months Ended | ||||||||||||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||||||||||||
Stock Option [Member] | |||||||||||||||||||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||||||||||||||||||||||||
Summary of stock option/warrant transactions for employees and directors under the Equity Incentive Plans | Stock | Weighted Average Exercise Price Per Common Share | Aggregate Intrinsic Value | ||||||||||||||||||||||||
Option Shares | |||||||||||||||||||||||||||
Outstanding at October 31, 2014 | 206,832 | $ | 1.67 | $ | -- | ||||||||||||||||||||||
Granted during the period | -- | -- | |||||||||||||||||||||||||
Exercised during the period | -- | -- | |||||||||||||||||||||||||
Expired during the period | (3,500 | ) | $ | 0.2 | |||||||||||||||||||||||
Outstanding at January 31, 2015 | 203,332 | $ | 1.7 | $ | -- | ||||||||||||||||||||||
Exercisable at January 31, 2015 | 203,332 | $ | 1.7 | $ | -- | ||||||||||||||||||||||
Exercisable at October 31, 2014 | 206,832 | $ | 1.67 | $ | -- | ||||||||||||||||||||||
Schedule of stock options outstanding and stock options exercisable | Stock Options Outstanding | Stock Options Exercisable | |||||||||||||||||||||||||
Exercise | Number of Shares Available Under Outstanding Stock | Weighted Average Exercise Price Per Common Share | Weighted Average Remaining Contractual Life (Years) | Number of Shares Available for Purchase Under Outstanding Stock | Weighted Average Exercise Price Per Common Share | Weighted Average Remaining Contractual Life (Years) | |||||||||||||||||||||
Price | Options | Options | |||||||||||||||||||||||||
$ | 0.8 | 10,000 | $ | 0.8 | 0.9 | 10,000 | $ | 0.8 | 0.9 | ||||||||||||||||||
$ | 1.4 | 83,332 | $ | 1.4 | 3.6 | 83,332 | $ | 1.4 | 3.6 | ||||||||||||||||||
$ | 2 | 110,000 | $ | 2 | 2 | 110,000 | $ | 2 | 2 | ||||||||||||||||||
203,332 | $ | 1.7 | 2.6 | 203,332 | $ | 1.7 | 2.6 | ||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||||||||||||||||||||||||||
Summary of stock option/warrant transactions for employees and directors under the Equity Incentive Plans | Warrant Shares | Weighted Average Exercise Price Per Common Share | Aggregate Intrinsic Value | ||||||||||||||||||||||||
Outstanding at October 31, 2014 | 596,154 | $ | 0.13 | $ | -- | ||||||||||||||||||||||
Issued during the period | -- | -- | |||||||||||||||||||||||||
Exercised during the period | -- | -- | |||||||||||||||||||||||||
Expired during the period | -- | -- | |||||||||||||||||||||||||
Outstanding at January 31, 2015 | 596,154 | $ | 0.13 | $ | -- | ||||||||||||||||||||||
Exercisable at January 31, 2015 | 480,769 | $ | 0.13 | $ | -- | ||||||||||||||||||||||
Exercisable at October 31, 2014 | 250,000 | $ | 0.13 | $ | -- | ||||||||||||||||||||||
Basis_of_Presentation_Details
Basis of Presentation (Details) (USD $) | Jan. 31, 2015 | Oct. 31, 2014 |
Basis of Presentation (Textual) | ||
Working capital deficiency | $1,033,380 | |
Accumulated deficit | -24,215,328 | -24,141,520 |
Principal payments on convertible debentures | $350,000 |
Amended_and_Restated_SCMS_Lice1
Amended and Restated SCMS License Agreement (Details) (USD $) | 3 Months Ended |
Jan. 31, 2015 | |
Amended and Restated SCMS License Agreement (Textual) | |
Notes payable due to Hickey | $105,000 |
Description of restructuring of cash payment due to Hickey under license agreement | (a) $50,000 is due to Hickey on or before a date that is thirty (30) days after the closing of any single financing by the Company of at least $3,000,000 or any series of financings by the Company within a six (6) month period totaling at least $3,000,000; and (b) $55,000 is due to Hickey on or before the date that is thirty (30) days after the first commercial sale of a product utilizing the licensed technology |
Amount of shares agreed to issue to licensor on date files for approval to market and sell a product utilizing the licensed technology | 130,000 |
Amount of shares agreed to issue to licensor on date of receives approval to market and sell a product utilizing the licensed technology | $160,000 |
Percentage of annual net sales payable to licensor as royalty under agreement | 5.00% |
Percentage of sublicensing revenue require to pay licensor under the Amended and Restated License Agreement | 25.00% |
Related_Party_Transactions_Det
Related Party Transactions (Details) (Mr. LaVance and Mr. Gifford [Member], USD $) | 3 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
sqft | ||
Mr. LaVance and Mr. Gifford [Member] | ||
Related Party Transactions (Textual) | ||
Area of office space | 2,000 | |
Notice period to terminate sublease agreement | 60 days | |
Monthly rental fee | $5,000 | |
Sublease agreement expenses | 17,620 | 18,160 |
Rent under sub lease agreement | 60,000 | |
Rent expenses included in accounts payable - related party | 18,929 | |
Other expenses included in accounts payable - related party | $163,793 |
Note_Payable_Details
Note Payable (Details) (USD $) | 3 Months Ended | |
Jan. 31, 2015 | Oct. 31, 2014 | |
Notes Payable (Textual) | ||
Notes Payable, Related Parties | $105,000 | |
Notes payable due to Hickey | $105,000 | $105,000 |
Description of restructuring of cash payment due to Hickey under license agreement | (a) $50,000 is due to Hickey on or before a date that is thirty (30) days after the closing of any single financing by the Company of at least $3,000,000 or any series of financings by the Company within a six (6) month period totaling at least $3,000,000; and (b) $55,000 is due to Hickey on or before the date that is thirty (30) days after the first commercial sale of a product utilizing the licensed technology |
Convertible_Debentures_Details
Convertible Debentures (Details) (USD $) | 3 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||||||
Jan. 31, 2015 | Jan. 31, 2014 | Jan. 11, 2012 | Jan. 31, 2010 | Feb. 08, 2007 | Jan. 31, 2012 | 20-May-11 | Aug. 15, 2012 | Dec. 12, 2013 | Oct. 31, 2014 | |
Individualinvestors | ||||||||||
Convertible Debenture (Textual) | ||||||||||
Accretion of interest on convertible debentures | ($5,768) | ($3,506) | ||||||||
Discount recorded in connection with issuance of convertible debentures | 24,612 | |||||||||
February 2007 Convertible Debentures [Member] | ||||||||||
Convertible Debenture (Textual) | ||||||||||
Interest rate on convertible debentures | 8.00% | |||||||||
Aggregate principal amount of convertible debentures | 250,000 | |||||||||
Debt instrument, term | 3 years | |||||||||
Debt instrument, maturity date | 31-Jan-10 | 31-Jan-14 | ||||||||
Maturity date extended | 31-Jan-12 | 31-Jul-12 | ||||||||
Issuance of shares for payment of debentures | 50,000 | |||||||||
Outstanding principal amount of debentures | 50,000 | |||||||||
Principal amount of convertible debenture | 175,000 | |||||||||
Interest expense | 4,033 | 4,032 | ||||||||
Accrued interest | 16,001 | |||||||||
Convertible debenture, current | 200,000 | 200,000 | ||||||||
May 2011 Convertible Debenture [Member] | ||||||||||
Convertible Debenture (Textual) | ||||||||||
Interest rate on convertible debentures | 8.00% | |||||||||
Aggregate principal amount of convertible debentures | 100,000 | |||||||||
Debt instrument, term | 3 years | |||||||||
Debt instrument, maturity date | 20-May-14 | |||||||||
Maturity date extended | 20-May-15 | |||||||||
Interest expense | 2,017 | 2,017 | ||||||||
Accrued interest | 13,639 | |||||||||
Convertible debenture, current | 100,000 | 100,000 | ||||||||
August 2012 Convertible Debenture [Member] | ||||||||||
Convertible Debenture (Textual) | ||||||||||
Interest rate on convertible debentures | 8.00% | |||||||||
Aggregate principal amount of convertible debentures | 100,000 | |||||||||
Debt instrument, term | 3 years | |||||||||
Debt instrument, maturity date | 15-Aug-15 | |||||||||
Interest expense | 2,017 | 2,017 | ||||||||
Accrued interest | 11,819 | |||||||||
Convertible debenture, current | 100,000 | 100,000 | ||||||||
December 2013, 10% Convertible Debentures Warrants [Member] | Private Placement [Member] | ||||||||||
Convertible Debenture (Textual) | ||||||||||
Interest rate on convertible debentures | 10.00% | |||||||||
Aggregate principal amount of convertible debentures | 225,000 | |||||||||
Debt instrument, term | 1 year | |||||||||
Debt instrument, maturity date | 12-Dec-14 | |||||||||
Accrued interest | 23,424 | |||||||||
Principal amount of debentures in percentage | 20.00% | |||||||||
Discount recorded in connection with issuance of convertible debentures | 36,796 | |||||||||
Convertible debentures to investors | 2 | |||||||||
April 2015, 10% Convertible Debentures Warrants [Member] | ||||||||||
Convertible Debenture (Textual) | ||||||||||
Interest rate on convertible debentures | 10.00% | |||||||||
Debt instrument, maturity date | 1-Apr-15 | |||||||||
Convertible Debentures [Member] | ||||||||||
Convertible Debenture (Textual) | ||||||||||
Interest expense | 11,439 | 5,643 | ||||||||
Accrued interest | 23,424 | |||||||||
Convertible debenture, current | 223,030 | |||||||||
Unamortized discount on debenture warrants | $1,970 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 3 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
Stock-Based Compensation (Textual) | ||
Employee share-based compensation expense included in general and administrative expenses | ||
Non employee share-based compensation expense included in general and administrative expenses | $32,333 | $0 |
Net_Loss_Per_Common_Share_Deta
Net Loss Per Common Share (Details) | 3 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
Stock Options [Member] | ||
Net Loss Per Common Share (Textual) | ||
Anti-dilutive shares which were not included in computation of diluted per share | 203,332 | 211,832 |
Warrant [Member] | ||
Net Loss Per Common Share (Textual) | ||
Anti-dilutive shares which were not included in computation of diluted per share | 596,154 | 500,769 |
Convertible Debt [Member] | ||
Net Loss Per Common Share (Textual) | ||
Anti-dilutive shares which were not included in computation of diluted per share | 2,397,436 | 1,820,513 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (Stock Option [Member], USD $) | 3 Months Ended |
Jan. 31, 2015 | |
Stock Option [Member] | |
Stock Option Shares | |
Stock Option/Warrants Shares, Outstanding Beginning Balance | 206,832 |
Stock Option/Warrants Shares, Granted during the period | |
Stock Option/Warrants Shares, Exercised during the period | |
Stock Option/Warrants Shares, Expired during the period | -3,500 |
Stock Option/Warrants Shares, Outstanding Ending Balance | 203,332 |
Stock Option/Warrants Shares, Exercisable at January 31, 2015 | 203,332 |
Stock Option/Warrants Shares, Exercisable at October 31, 2014 | 206,832 |
Weighted Average Exercise Price Per Common Share | |
Weighted Average Exercise Price Per Common Share/Warrants, Outstanding Beginning Balance | $1.67 |
Weighted Average Exercise Price Per Common Share/Warrants, Granted during the period | |
Weighted Average Exercise Price Per Common Share/Warrants, Exercised during the period | |
Weighted Average Exercise Price Per Common Share/Warrants, Expired during the period | $0.20 |
Weighted Average Exercise Price Per Common Share/Warrants Outstanding, Balance | $1.70 |
Weighted Average Exercise Price Per Common Share, Exercisable at January 31, 2015 | $1.70 |
Weighted Average Exercise Price Per Common Share, Exercisable at October 31, 2014 | $1.67 |
Aggregate Intrinsic Value | |
Aggregate Intrinsic Value, Outstanding Stock Option/Warrants Beginning balance | |
Aggregate Intrinsic Value Outstanding Stock Option/Warrants, Ending Balance | |
Aggregate Intrinsic Value, Stock Option/Warrants, Exercisable at January 31, 2015 | |
Aggregate Intrinsic Value, Stock Option/Warrants, Exercisable at October 31, 2014 |
Stockholders_Equity_Details_1
Stockholders' Equity (Details 1) (Stock Option [Member], USD $) | 3 Months Ended |
Jan. 31, 2015 | |
Schedule of outstanding and exercisable options and warrants | |
Stock Options/ Warrants Outstanding, Number of Shares Available Under Outstanding Stock Options | 203,332 |
Stock Options/ Warrants Outstanding, Weighted Average Exercise Price Per Common Share | $1.70 |
Stock Options/ Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 7 months 6 days |
Stock Options/ Warrants Exercisable, Number of Shares Available for Purchase Under Outstanding Stock Options | 203,332 |
Stock Options/ Warrants Exercisable, Weighted Average Exercise Price Per Common Share | $1.70 |
Stock Options/ Warrants Exercisable, Weighted Average Remaining Contractual Life (Years) | 2 years 7 months 6 days |
0.80 [Member] | |
Schedule of outstanding and exercisable options and warrants | |
Exercise Price | $0.80 |
Stock Options/ Warrants Outstanding, Number of Shares Available Under Outstanding Stock Options | 10,000 |
Stock Options/ Warrants Outstanding, Weighted Average Exercise Price Per Common Share | $0.80 |
Stock Options/ Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 10 months 24 days |
Stock Options/ Warrants Exercisable, Number of Shares Available for Purchase Under Outstanding Stock Options | 10,000 |
Stock Options/ Warrants Exercisable, Weighted Average Exercise Price Per Common Share | $0.80 |
Stock Options/ Warrants Exercisable, Weighted Average Remaining Contractual Life (Years) | 10 months 24 days |
1.40 [Member] | |
Schedule of outstanding and exercisable options and warrants | |
Exercise Price | $1.40 |
Stock Options/ Warrants Outstanding, Number of Shares Available Under Outstanding Stock Options | 83,332 |
Stock Options/ Warrants Outstanding, Weighted Average Exercise Price Per Common Share | $1.40 |
Stock Options/ Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 3 years 7 months 6 days |
Stock Options/ Warrants Exercisable, Number of Shares Available for Purchase Under Outstanding Stock Options | 83,332 |
Stock Options/ Warrants Exercisable, Weighted Average Exercise Price Per Common Share | $1.40 |
Stock Options/ Warrants Exercisable, Weighted Average Remaining Contractual Life (Years) | 3 years 7 months 6 days |
2.00 [Member] | |
Schedule of outstanding and exercisable options and warrants | |
Exercise Price | $2 |
Stock Options/ Warrants Outstanding, Number of Shares Available Under Outstanding Stock Options | 110,000 |
Stock Options/ Warrants Outstanding, Weighted Average Exercise Price Per Common Share | $2 |
Stock Options/ Warrants Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years |
Stock Options/ Warrants Exercisable, Number of Shares Available for Purchase Under Outstanding Stock Options | 110,000 |
Stock Options/ Warrants Exercisable, Weighted Average Exercise Price Per Common Share | $2 |
Stock Options/ Warrants Exercisable, Weighted Average Remaining Contractual Life (Years) | 2 years |
Stockholders_Equity_Details_2
Stockholders' Equity (Details 2) (Warrant [Member], USD $) | 3 Months Ended |
Jan. 31, 2015 | |
Warrant [Member] | |
Warrant Shares | |
Stock Option/Warrants Shares, Outstanding Beginning Balance | 596,154 |
Stock Option/Warrants Shares, Granted during the period | |
Stock Option/Warrants Shares, Exercised during the period | |
Stock Option/Warrants Shares, Expired during the period | |
Stock Option/Warrants Shares, Outstanding Ending Balance | 596,154 |
Stock Option Shares/Warrants, Exercisable at January 31, 2015 | 480,769 |
Stock Option/Warrants, Exercisable at October 31, 2014 | 250,000 |
Weighted Average Exercise Price Per Common Share | |
Weighted Average Exercise Price Per Common Share/Warrants Outstanding, Balance | $0.13 |
Weighted Average Exercise Price Per Common Share/Warrants, Granted during the period | |
Weighted Average Exercise Price Per Common Share/Warrants, Exercised during the period | |
Weighted Average Exercise Price Per Common Share/Warrants, Expired during the period | |
Weighted Average Exercise Price Per Common Share/Warrants, Outstanding Beginning Balance | $0.13 |
Weighted Average Exercise Price Per Common Share/Warrants, Exercisable at January 31, 2015 | $0.13 |
Weighted Average Exercise Price Per Common Share/Warrant, Exercisable at October 31, 2014 | $0.13 |
Aggregate Intrinsic Value | |
Aggregate Intrinsic Value, Outstanding Stock Option/Warrants Beginning balance | |
Aggregate Intrinsic Value Outstanding Stock Option/Warrants, Ending Balance | |
Aggregate Intrinsic Value, Stock Option/Warrants, Exercisable at January 31, 2015 | |
Aggregate Intrinsic Value, Stock Option/Warrants, Exercisable at October 31, 2014 |
Stockholders_Equity_Details_Te
Stockholders' Equity (Details Textual) | 3 Months Ended | 1 Months Ended | ||
Jan. 31, 2015 | Dec. 27, 2013 | Jul. 05, 2002 | 31-May-07 | |
Plan | ||||
Stockholders' Equity (Textual) | ||||
Number of stock option plans | 2 | |||
Terms (in years) | 5 years | |||
Weighted average warrants outstanding contractual life | 2 years 9 months 18 days | |||
Weighted average warrants exercisable contractual life | 2 years 10 months 24 days | |||
2002 Equity Incentive Plan [Member] | ||||
Stockholders' Equity (Textual) | ||||
Aggregate number of common stock shares awarded | 120,000 | 200,000 | ||
2007 Equity Incentive Plan [Member] | ||||
Stockholders' Equity (Textual) | ||||
Aggregate number of common stock shares awarded | 83,332 | 300,000 | ||
Increased in number of common stock shares awarded | 814,408 | |||
Common stock available for awards under equity incentive plan | 731,076 |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent Event [Member], USD $) | 0 Months Ended |
Feb. 12, 2015 | |
February 2015 Debenture [Member] | |
Subsequent Events Textual [Abstract] | |
Interest rate on convertible debentures | 10.00% |
Convertible debentures, issuance date | 12-Feb-15 |
Warrant related to convertible debentures, description | Company issued a warrant (the "February 2015 Debenture Warrant") to purchase shares of its common stock equal to 20% of the aggregate principal amount of the February 2015 Debenture. |
Gross proceeds from private placement | $50,000 |
Debt maturity date | 12-Feb-16 |
Proceeds from issuance of equity securities | $3,000,000 |
Convertible debt conversion description | (i) 80% of the per share price paid by the purchasers of the Company's common stock in the Qualified Financing; (ii) 80% of the per share conversion price of any instrument convertible into shares of the Company's common stock, if no shares of the Company's common stock are issued in the Qualified Financing; or (iii) $0.13, if no shares of the Company's common stock or instruments convertible into shares of the Company's common stock are issued in the Qualified Financing. |
Convertible debt conversion price | $0.13 |
Quoted market price of common stock | $0.10 |
Aggregate shares issued upon conversion | 384,615 |
February 2015 Debenture Warrant [Member] | |
Subsequent Events Textual [Abstract] | |
Warrant related to convertible debentures, description | Company's common stock equal to 20% of the principal amount of the related February 2015 Debenture divided |
Convertible debt conversion description | (a) 80% of the per share price paid by the purchasers of the Company's common stock in a Qualified Financing; (b) 80% of the per share conversion price of any instrument convertible into shares of the Company's common stock issued in a Qualified Financing, if no shares of the Company's common stock are issued in the Qualified Financing; or (c) $0.13, if no shares of the Company's common stock or no instruments convertible into shares of the Company's common stock are issued in a Qualified Financing or if a Qualified Financing is not consummated within one year from the February 2015 Debenture Warrant issuance date. |
Aggregate shares issued upon conversion | 76,923 |
Debenture warrant vesting description | The shares of the Company's common stock underlying the February 2015 Debenture Warrant vest on the earlier of (a) one year from the February 2015 Debenture Warrant issuance date, or (b) the consummation of a Qualified Financing. |
Warrant exercise price | $0.13 |