On March 17, 2016, 0.03 shares of Series B Convertible Preferred Stock were converted into 291,780 shares of the Company’s common stock.
On February 9, 2016, the Company issued 2,587,500 shares of Series C, par value $0.001 per share, at a purchase price of $0.40 per share with gross proceeds to the Company of $1,035,000. In connection with the sale of the Series C, the Company issued to the purchasers warrants to purchase in the aggregate 2,587,500 shares of the Company’s common stock at an exercise price of $0.40 per share. Further, as a part of the same offering, on February 29, 2016, the Company issued 500,000 shares of Series C, at a purchase price of $0.40 per share with gross proceeds to the Company of $200,000. In connection with the sale of the Series C, the Company issued to the purchasers warrants to purchase in the aggregate 500,000 shares of the Company’s common stock at an exercise price of $0.40 per share. Each share of Series C is convertible into one share of common stock. The Series C provides for certain adjustments that may be made to the exercise price and the number of shares issuable upon exercise due to future corporate events or otherwise, including, for a proscribed period of time, upon the issuance of securities at a price that is less than the exercise price of the Series C.
In addition, the Company incurred stock issuance costs of $17,500 related to the issuance of Series C.
The Company entered into a Registration Rights Agreement with each of the purchasers of the Series C pursuant to which the Company agreed to file a registration statement with the SEC covering the resale of the common stock underlying the Series C, as well as the shares of common stock that are issuable upon exercise of the warrants. The registration statement was filed in April 2016 and declared effective on April 29, 2016.
On May 2, 2016, 572,000 shares of Series C were converted into 572,000 shares of the Company’s Common Stock.
On May 3, 2016, 125,000 shares of Series C were converted into 125,000 shares of the Company’s Common Stock.
On May 5, 2016, 353,000 shares of Series C were converted into 353,000 shares of the Company’s Common Stock.
NOTE 7 – FAIR VALUE OF FINANCIAL INSTRUMENTS
Derivative Liabilities
For purposes of determining whether certain instruments are derivatives for accounting treatment, the Company follows the accounting standard that provides guidance for determining whether an equity-linked financial instrument, or embedded feature, is indexed to an entity’s own stock. The standard applies to any freestanding financial instruments or embedded features that have the characteristics of a derivative, and to any freestanding financial instruments that are potentially settled in an entity’s own common stock.
Liabilities measured at fair value on a recurring basis are summarized as follows:
| | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| Embedded derivative liability related to beneficial conversion option | | $ | - | | | $ | - | | | $ | 183,000 | | | $ | 183,000 | |
| Derivative liability related to fair value of warrants | | | - | | | | - | | | | 249,494 | | | | 249,494 | |
| | | | | | | | | | | | | | | | | |
| Total | | $ | - | | | $ | - | | | $ | 432,494 | | | $ | 432,494 | |
The following table details the approximate fair value measurements within the fair value hierarchy of the Company’s derivative liabilities using Level 3 inputs:
| | | Total | |
| Balance at January 1, 2016 | | $ | 1,802,375 | |
| Series C embedded derivative fair value, February, 2016 | | | 1,235,000 | |
| Effect of conversion of Series C on embedded derivative liability | | | (313,000 | ) |
| Series C warrant liability fair value, February, 2016 | | | 1,767,576 | |
| Change in fair value of derivative liabilities | | | (4,059,457 | ) |
| | | | | |
| Balance at June 30, 2016 | | $ | 432,494 | |
The Company has no assets that are measured at fair value on a recurring basis. There were no assets or liabilities measured at fair value on a non-recurring basis during the six months ended June 30, 2016.
As of June 30, 2016, the beneficial conversion feature of Series C was treated as an embedded derivative liability and changes in the fair value were recognized in earnings. Because the fair value of the warrants issued in conjunction with Series C was in excess of the proceeds of Series C, the effective conversion price of the Series C is $0. The Series C shares are convertible into shares of the Company’s Common Stock, which did trade in an active securities market, therefore the embedded derivative liability was valued using the following market based inputs:
| Closing trade price of Common Stock | | $ | 0.09 | |
| Effective Series A Preferred Stock Conversion price | | | - | |
| Intrinsic value of conversion option per share | | $ | 0.09 | |
As of June 30, 2016, the Company’s outstanding warrants were treated as derivative liabilities and changes in the fair value were recognized in earnings. These warrants did not trade in an active securities market, and as such, the Company estimated the fair value of these warrants using the Black-Scholes option pricing model and the following assumptions:
| | | June 30, 2016 | |
| Annual Dividend Yield | | | 0.0% | |
| Expected Life (Years) | | | 1.5 - 3.0 | |
| Risk-Free Interest Rate | | | 0.33% - 0.41% | |
Expected volatility was based primarily on historical volatility. Historical volatility was computed using daily pricing observations for recent periods. The Company believes this method produced an estimate that was representative of the Company’s expectations of future volatility over the expected term of these warrants. The Company had no reason to believe future volatility over the expected remaining life of these warrants was likely to differ materially from historical volatility. The expected life was based on the remaining contractual term of the warrants. The risk-free rate was based on the U.S. Treasury rate that corresponded to the expected term of the warrants.
NOTE 8 – STOCKHOLDERS’ EQUITY
A restricted stock unit (“RSU”) is an award of common shares that is subject to certain restrictions during a specified period. RSU awards are independent of option grants and are generally subject to forfeiture if employment terminates prior to the release of the restrictions. The grantee cannot transfer the shares before the restricted shares vest. Shares of nonvested restricted stock have the same voting rights as common stock, are entitled to receive dividends and other distributions thereon and are considered to be currently issued and outstanding. The Company’s restricted stock awards vest over a period of one year. The Company expenses the cost of the RSUs, which is determined to be the fair market value of the shares at the date of grant, straight-line over the
period, during which the restrictions lapse. For these purposes, the fair market value of the restricted stock is determined based on the closing price of the Company’s common stock on the grant date.
On June 11, 2015, the Company issued 525,000 RSUs (44,625,000 units pre-reverse stock split) to two officers of the Company. The RSUs were valued at the closing stock price of $0.01 on June 11, 2015, at $446,250, fair value. These RSUs are being expensed over the vesting terms. The former Chief Executive Officer (“CEO”) resigned on April 27, 2016 and holds 300,000 of the issued 525,000 RSUs above. As part of his severance package the RSUs will continue to vest and will not expire, therefore since there is no further obligation on the part of the former CEO, the Company expensed immediately the remaining unamortized portion of the RSUs in the amount of $187,708.
On July 9, 2015, the Company hired a Chief Operating Officer (“COO”). The COO received 225,000 RSUs (19,125,000 units pre-reverse stock split), vesting over a three-year period, with one-third vesting the first year and one-twelfth vesting ratably on a quarterly basis thereafter. The RSUs were valued at fair value of $918,000 based on the closing stock price of $4.08 on July 9, 2015. The COO resigned on May 31, 2016 and as a result the Company reversed the expense related to the RSUs during the six months ended June 30, 2016 in the amount of $280,500. In addition, the value of the RSUs included in deferred compensation in the amount of $637,500 was reclassified to additional paid in capital.
On August 10, 2015, the Company agreed to issue the Chief Financial Officer (“CFO”) 20,000 RSUs vesting over six months and 100,000 RSUs vesting annually over three years. The RSUs were valued at a fair value of $692,400 based on the closing stock price of $5.77 per share on August 10, 2015.
For the three and six months ended June 30, 2016 the Company expensed $106,730 and $309,421 and for the three and six months ended June 30, 2015, the Company expensed $6,198 related to the RSUs.
On October 1, 2015, the Company agreed to issue 100,000 RSUs to a consultant for services. Of the 100,000 RSUs, 60,000 were issued upon execution of the agreement, 20,000 shares were to be issued on January 1, 2016 and 20,000 shares were to be issued on April 1, 2016. The RSUs were originally valued at $195,000. The Company issued the remaining 40,000 shares in April 2016 and expensed $90,000 and $124,750 for the three and six months ended June 30, 2016 relative to these RSUs.
On October 7, 2015, the Company agreed to pay $15,000 to a consultant/stockholder as well as an additional $35,000 based on certain milestones being met. Additionally, as of August 1, 2015 the Company agreed to issue the individual 30,000 RSUs originally valued at $165,000 in quarterly installments on November 1, 2015, February 1, 2016, May 1, 2016 and August 1, 2016, which began vesting on August 1, 2015. The agreement was terminated on April 29, 2016. The Company expensed $5,500 and $18,563 for the three and six months ended June 30, 2016 relative to these RSUs. Further the individual was to receive a 2% to 5% commission on company sales while this agreement is in effect; however no commissions were earned during April 2016 or the three months ended March 31, 2016. In addition, the remaining value of the RSUs included in deferred compensation in the amount of $2,750 was reclassified to additional paid in capital as a result of the termination of the agreement.
On February 8, 2016, the Company issued 23,500 shares of Common Stock to a consultant for assistance in raising capital. The shares were valued at 15,275 based on the closing stock price of the Company’s stock price on February 8, 2016 of $0.65 per share.
On May 24, 2016, the Company issued 9,483 shares of Common Stock to a consultant as a finder’s fee for an employee. The shares were value at $5,500 based on the closing stock price of the Company’s common stock on March 11, 2016 per the agreement.
On May 1, 2016, the Company issued warrants to purchase 100,000 shares of common stock at an exercise price of $0.01 per share, with a term of five years, to the Chief Executive Officer, which vest immediately. The fair value of warrants issued was $49,885. These warrants were valued using the Black-Scholes option pricing model to calculate the grant-date fair value of the options, with the following assumptions: no dividend yield, expected volatility of 204.0%, risk-free interest rate of 1.28% and expected life of five years. The options were expensed immediately.
In accordance with FASB ASC 505-50, “Equity – Equity-Based Payments to Non-Employees,” restricted stock with performance conditions should be revalued based on the modification accounting methodology described in FASB ASC 718-20, “Compensation—Stock Compensation—Awards Classified as Equity.” There were no outstanding equity-based payments to non-employees as of June 30, 2016.
NOTE 9 – STOCK OPTIONS
During 1999, the Board of Directors (“Board”) of the Company adopted, with the approval of the stockholders, a stock option plan. In 2000, the Board superseded that plan and created a new stock option plan, pursuant to which the Board was authorized to grant options to purchase up to 1.5 million shares of Common Stock (the “2000 Plan”). On December 17, 2003, the Board, with approval of the stockholders, superseded the 2000 Plan and created the 2003 Stock Option Plan (the “2003 Plan”). Under the 2003 Plan the Company is authorized to grant options to purchase up to 18,000,000 shares of Common Stock to the Company’s employees, officers, directors, consultants, and other agents and advisors. The Plan is intended to permit stock options granted to employees under the Plan to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (“Incentive Stock Options”). All options granted under the 2003 Plan, which are not intended to qualify as Incentive Stock Options, are deemed to be non-qualified options (“Non-Statutory Stock Options”). As of June 30, 2016, options to purchase 298,530 shares of Common Stock have been issued and are unexercised, and 4,067,631 shares are available for grants under the 2003 Plan.
During 2013, our Board adopted a new omnibus incentive compensation plan that was ratified by the shareholders at the 2013 annual meeting, (the “2013 Plan”) which serves as the successor incentive compensation plan to the 2003 Plan. Under the 2013 Plan, the Company is authorized to grant awards of stock options, restricted stock, restricted stock units and other stock-based awards of up to an aggregate of 20,000,000 shares of Common Stock. The 2013 Plan is intended to permit stock options granted to employees under the 2013 Plan to qualify as incentive stock options. All options granted under the 2013 Plan, which are not intended to qualify as Incentive Stock Options, are deemed to be Non-Statutory Stock Options. As of June 30, 2016, under the 2013 Plan grants of restricted stock and options to purchase 535,000 shares of Common Stock have been issued and are unvested or unexercised, and 19,465,000 shares of Common Stock remain available for grants under the 2013 Plan.
The 2013 Plan is administered by a committee of the Board (“Compensation Committee”) which determines the persons to whom awards will be granted, the number of awards to be granted and the specific terms of each grant, including the vesting thereof, subject to the provisions of the plan.
In connection with Incentive Stock Options, the exercise price of each option may not be less than 100% of the fair market value of the Common Stock on the date of the grant (or 110% of the fair market value in the case of a grantee holding more than 10% of the outstanding stock of the Company). The aggregate fair market value (determined at the time of the grant) of stock for which an employee may exercise Incentive Stock Options under all plans of the company shall not exceed $1,000,000 per calendar year. If any employee shall have the right to exercise any options in excess of $100,000 during any calendar year, the options in excess of $100,000 shall be deemed to be Non-Statutory Stock Options, including prices, duration, transferability and limitations on exercise.
The Company issued Non-Statutory Stock Options pursuant to contractual agreements with non-employees. Options granted under the agreements are expensed when the related service or product is provided.
Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value represent management’s best estimates and involve inherent uncertainties and judgments.
On June 11, 2015, the Company issued options to purchase an aggregate of 1,225,000 shares of the Company’s Common Stock (104,125,000 shares of Common Stock pre-reverse split stock) at an exercise price of $0.85 per share, with a term of five years, to three employees and two members of the Board. The fair value of options issued was $993,083. These options were valued using the Black-Scholes option pricing model to calculate the grant-date fair value of the options, with the following assumptions: no dividend yield, expected volatility of 176.6%, risk-free interest rate of 1.74% to 1.75% and expected option life of five years. The options are being expensed over the vesting terms for the employees and over the board members’ remaining service terms as that is shorter than the vesting terms. On April 27, 2016, the former CEO resigned. As part of his severance package the options will continue to vest and will not expire prior to the original expiration date, therefore since there is no further obligation on the part of the former CEO, the Company expensed immediately the remaining unamortized portion of the options in the amount of $298,377.
On February 29, 2016, the Company issued options to purchase an aggregate of 100,000 shares of the Company’s common stock at an exercise price of $0.57 per share, with a term of five years, to the Chairman of the Board. The fair value of options issued was $53,731. These options were valued using the Black-Scholes option pricing model to calculate the grant-date fair value of the options, with the following assumptions: no dividend yield, expected volatility of 202.9%, risk-free interest rate of 1.22% and expected option life of five years. The options are being expensed over the Board Chairman’s remaining service terms as that is shorter than the vesting terms.
On March 10, 2016, the Company issued options to purchase 150,000 shares of the Company’s Common Stock at an exercise price of $0.56 per share, with a term of five years, to an employee. The fair value of options issued was $82,113. These options were valued using the Black-Scholes option pricing model to calculate the grant-date fair value of the options, with the following assumptions: no dividend yield, expected volatility of 202.9%, risk-free interest rate of 1.45% and expected option life of five years. The options are being expensed over the vesting terms for the employee.
On March 24, 2016, the Company issued options to purchase 50,000 shares of Common Stock at an exercise price of $0.43 per share, with a term of five years, to a consultant, which vest immediately. The fair value of options issued was $21,068. These options were valued using the Black-Scholes option pricing model to calculate the grant-date fair value of the options, with the following assumptions: no dividend yield, expected volatility of 203.1%, risk-free interest rate of 1.39% and expected option life of five years. The options were expensed immediately.
For the three and six months ended June 30, 2016 the Company expensed $427,223 and $763,050 and for the three and six months ended June 30, 2015, the Company expensed $88,928 and $34,093 with respect to the options.
The following table summarizes the activities for our stock options for the six months ended June 30, 2016:
| | | Options Outstanding | |
| | | | | | | | | Weighted - | | | | |
| | | | | | | | | Average | | | | |
| | | | | | | | | Remaining | | | Aggregate | |
| | | | | | Weighted- | | | Contractual | | | Intrinsic | |
| | | Number of | | | Average | | | Term | | | Value | |
| | | Shares | | | Exercise Price | | | (in years) | | | (in 000's) (1) | |
| Balance December 31, 2015 | | | 2,157,353 | | | $ | 1.80 | | | | 5.0 | | | | |
| | | | | | | | | | | | | | | | |
| Expired/Cancelled | | | (431,250 | ) | | $ | 0.58 | | | | | | | | |
| Granted | | | 300,000 | | | $ | 0.55 | | | | 5.0 | | | | |
| | | | | | | | | | | | | | | | |
| Balance June 30, 2016 | | | 2,026,103 | | | $ | 1.80 | | | | 4.6 | | | $ | - | |
| | | | | | | | | | | | | | | | | |
| Exercisable at June 30, 2016 | | | 1,126,102 | | | $ | 1.92 | | | | 5.0 | | | $ | - | |
| | | | | | | | | | | | | | | | | |
| Exercisable at June 30, 2016 and expected to | | | | | | | | | | | | | | | | |
| vest thereafter | | | 2,026,103 | | | $ | 1.80 | | | | 4.5 | | | $ | - | |
(1) | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing stock price of $0.09 for our Common Stock on June 30, 2016. |
As of June 30, 2016 there was $1,038,621 of unrecognized compensation cost related to outstanding stock options. This amount is expected to be recognized over a weighted-average period of 2.2 years. To the extent the actual forfeiture rate is different from what the Company has estimated, stock-based compensation related to these awards will be different from the Company’s expectations. The difference between the stock options exercisable at June 30, 2016 and the stock options exercisable and expected to vest relates to management’s estimate of options expected to vest in the future.
The following table summarizes the activities for our warrants for the six months ended June 30, 2016:
| | | Warrants Outstanding | |
| | | | | | | | | Weighted - | | | | |
| | | | | | | | | Average | | | | |
| | | | | | | | | Remaining | | | Aggregate | |
| | | | | | Weighted- | | | Contractual | | | Intrinsic | |
| | | Number of | | | Average | | | Term | | | Value | |
| | | Shares | | | Exercise Price | | | in years) | | | (in 000's) (1) | |
| Balance December 31, 2015 | | | 1,414,893 | | | $ | 9.67 | | | | 4.8 | | | | |
| | | | | | | | | | | | | | | | |
| Expired | | | (2,941 | ) | | $ | 0.85 | | | | | | | | |
| Granted | | | 3,187,500 | | | $ | 0.39 | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Balance June 30, 2016 | | | 4,599,452 | | | $ | 3.24 | | | | 3.2 | | | $ | 8 | |
| | | | | | | | | | | | | | | | | |
| Exercisable at June 30, 2016 | | | 4,599,452 | | | $ | 3.24 | | | | 3.2 | | | $ | 8 | |
| (1) | The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $0.09 for our Common Stock on June 30, 2016. |
All warrants were vested on the date of grant.
For the three and six months ended June 30, 2016, the Company expensed $49,885 relative to the warrants in addition to previous income or expense related to the warrant liability and for the three and six months ended June 30, 2015, the Company expensed $0 relative to the warrants in addition to previous income or expense related to the warrant liability.
NOTE 10 – OPERATING LEASES
For the three and six months ended June 30, 2016, total rent expense under leases amounted to $1,500 and $11,835. For the three and six months ended June 30, 2015, total rent expense under leases amounted to $12,642 and $32,011. As of June 30, 2016, the Company was not obligated under any non-cancelable operating lease arrangements.
NOTE 11 – RELATED PARTIES
As of June 30, 2016, the Company owed a Board member $1,313 for expenses, the CFO $22,909 for services rendered and the former CEO $56,667 under his severance package. All of these amounts are included in accounts payable.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts included or incorporated by reference in this Quarterly Report on Form 10-Q, including without limitation, statements regarding our future financial position, business strategy, budgets, projected revenues, projected costs and plans and objectives of management for future operations, are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expects,” “intends,” “plans,” “projects,” “estimates,” “anticipates,” “believes,” “contemplates,” “targets,” “could,” “would” or “should” or the negative thereof or any variation thereon or similar terminology or expressions. Management cautions readers not to place undue reliance on any of the Company’s forward-looking statements, which speak only as of the date made.
We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to: our ability to raise additional capital, the absence of any operating history or revenue, our ability to attract and retain qualified personnel, our ability to develop and introduce new services and products to the market in a timely manner, market acceptance of our services and products, our limited experience in the industry, the ability to successfully develop licensing programs and generate business, rapid technological change in relevant markets, unexpected network interruptions or security breaches, changes in demand for current and future intellectual property rights, legislative, regulatory and competitive developments, intense competition with larger companies, general economic conditions, and other risks discussed in this filing, the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the Securities and Exchange Commission (the “SEC”), the Company’s Form S-1 registration statement declared effective on April 29, 2016, the Company’s final prospectus filed pursuant to Securities Act Rule 424 on May 2, 2016, and the Company’s other subsequent filings with the SEC.
All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the foregoing. The Company has no obligation to and does not undertake to update, revise, or correct any of these forward-looking statements after the date of this report.
References such as “we”, “us”, “our” and the “Company” used in this Quarterly Report on Form 10-Q mean VerifyMe, Inc., a Nevada corporation.
Overview
VerifyMe is a technology pioneer in the anti-counterfeiting industry. This broad market encompasses counterfeiting of physical and material goods and products, as well as counterfeiting of identity in digital transactions. We deliver security solutions for identification and authentication of people, products and packaging in a variety of applications in the security field for both digital and physical transactions. Our products can be used to manage and issue secure credentials, including national identifications, passports, driver licenses and access control credentials, as well as comprehensive authentication security software to secure physical and logical access to facilities, computer networks, internet sites and mobile applications.
The challenges associated with digital access control and identity theft are problems that are highly relevant in the world today. Consumers, citizens, employees, governments and employers demand comprehensive solutions that are reliable but not intrusive. The current widespread use of passwords or PINs for authentication has been proven insecure and inadequate. Individuals increasingly expect anywhere-anytime experiences—whether they are making purchases, crossing borders, accessing services or logging into online accounts or corporate resources. They expect those experiences to ensure the protection of their privacy and to provide uncompromising confidentiality.
We believe that the digital technologies we own will enable businesses and consumers to reconstruct their overall approaches to security—from identity and authentication to the management of legacy passwords and PINs. We empower our customers to take advantage of the full capabilities of smart mobile devices and provide solutions that are both simple to use and deliver the highest level of security. These solutions can be applied to corporate networks, financial services, e-gov services, digital wallets, mobile payments, entertainment, subscription services, and social media.
Brand owners, government agencies, professional associations, and others all share in the challenge of responding to counterfeit goods and product protection issues. Counterfeit goods span across multiple industries including from currency, passports, ID cards, pharmaceuticals, apparel, accessories, music, software, food, beverages, tobacco, automobile and airplane parts, consumer goods, toys and electronics. Described by the U.S. Federal Bureau of Investigation as the crime of the twenty-first century, product counterfeiting accounts for an estimated 5% of global trade and wreaks dire global health, safety and economic consequences on individuals, corporations, government and society.
We believe that the physical technologies we own will enable businesses and consumers to reconstruct their overall approaches to security—from counterfeit identification to employee or customer monitoring. Potential applications of our technologies are available in different types of products and industries—e.g., gaming, apparel, tobacco, fragrances, pharmaceuticals, event and transportation tickets, driver’s licenses, insurance cards, passports, computer software, and credit cards. We generate sales through licenses of our technology or through direct sales of our technology.
Our physical technologies involve the utilization of invisible and/or color shifting/changing inks, which are compatible with today’s printing machines. The inks may be used with certain printing systems such as offset, flexographic, silkscreen, gravure, and laser. Based upon our experience, we believe that the ink technologies may be incorporated into existing manufacturing processes. We believe that some of our patents may have non-security applications, and we are attempting to commercialize these opportunities.
Our digital technologies involve the utilization of multiple authentication mechanisms, some of which we own and some of which we license. These mechanisms include biometric factors, knowledge factors, possession factors and location factors. Biometric factors include facial recognition with liveness detection, finger print and voice recognition. Knowledge factors include a personal gesture swipe and a safe and panic color choice. Possession factor includes devices that the user has in their possession such as a smartphone, smart watch, and other wearable computing devices. The location factor geo-locates the user during a secure login. We surround these authentication mechanisms with proprietary systems that improve the usability and the security of the solutions. Our solutions allow the assessment and quantification of risk using a sophisticated heuristic scoring mechanism. We have specialized systems that perform ‘liveness’ detection to insure the subject of authentication is in fact a live human being. We have systems that introduce learning capabilities into our solutions to improve the ease of use and flexibility.
Recent Events
On April 29, 2016, Paul Donfried resigned as Chief Executive Officer and President of the Company as well as his position as a director on the Board of Directors of the Company. On May 1, 2016, the Company appointed Tom Nicolette as Chief Executive Officer and President pursuant to a consulting agreement that began May 1, 2016 and ends December 31, 2017.
On May 26, 2016, the Company signed a Memorandum of Understanding with Hewlett Packard Indigo (“HP Indigo”) to launch security ElectroInk for authentication and counterfeit prevention. This security ElectroInk will be marketed and sold globally by the Company to HP Indigo customers, along with the Company’s readers and authentication tools that can be used in conjunction with security ElectroInk. Both companies will provide support to HP Indigo customers that use security ElectroInk on HP Indigo’s digital printing presses.
The Company’s patented anti-counterfeiting pigment technology can be seamlessly integrated into the digital printing process to produce visible and invisible marks, which enables two levels of authentication. First, consumers are able to see the patented ink without any specialized equipment. Second, manufacturers can use customized devices to view characteristics of non-visible pigments to support their supply and distribution chain security.
On May 31, 2016, Ben Burrell resigned as Chief Operating Officer.
Results of Operations
Comparison of the Three Months Ended June 30, 2016 and 2015
The following discussion analyzes our results of operations for the three months ended June 30, 2016 and 2015. The following information should be considered together with our condensed financial statements for such period and the accompanying notes thereto.
Net Revenue/Net Loss
We have not generated significant revenue since our inception. For the three months ended June 30, 2016 and 2015, we generated revenues of $11,705 and $68,375. For the three months ended June 30, 2016 and 2015, we had a net income (loss) of $1,593,386 and $(956,326).
General and Administrative Expenses
General and administrative expenses increased $7,196 to $87,325 for the three months ended June 30, 2016 from $80,129 for the three months ended June 30, 2015. The increase resulted from increased insurance costs.
Legal and Accounting
Legal and accounting fees decreased $99,740 to $117,582 for the three months ended June 30, 2016 from $217,322 for the three months ended June 30, 2015. The decrease in legal and accounting fees between the periods was primarily a result of the costs associated with restructuring in June 2015 and costs associated with the filing of the Registration Statement Form S-1 in 2016, which were less.
Payroll Expenses
Payroll expenses were $683,737 for the three months ended June 30, 2016, an increase of $564,502 from $119,235 for the three months ended June 30, 2015. The increase is the result of option expenses and restricted stock related to officers that were issued between June and August of 2015.
Research and Development
Research and development expenses were $167,846 and $2,016,000 for the three months ended June 30, 2016 and 2015, a decrease of $1,848,154. The decrease is a result of the additional licensing fees as part of the restructuring transaction in June 2015 that was not replicated in the second quarter of 2016.
Sales and Marketing
Sales and marketing expenses for the three months ended June 30, 2016 were $146,443 as compared to $319 for the three months ended June 30, 2015, an increase of $143,124. The Company hired a salesperson in the second quarter and had increased travel expenditures relative to the new collaboration with HP Indigo.
Interest Expense
During the three months ended June 30, 2016, the Company incurred interest expense of $1,000 as compared to $24,904 for the three months ended June 30, 2015, a decrease of $23,904. The decrease in interest expense was a result of the conversion of debt to stock pursuant to the Company’s restructuring transaction in June 2015.
Change in Fair Value of Warrants
During the three months ended June 30, 2016, the Company reported an unrealized gain on the market value of warrants of $1,589,524 as compared to $1,117,369 for the three months ended June 30, 2015, an increase of $472,155. The change primarily resulted from the valuation of warrants associated with the Investment Agreement entered into on December 31, 2012 with VerifyMe, Inc. – Texas (“VFM”) and the Subscription Agreement entered into on January 31, 2013 with VFM. The values of these warrants have decreased during the three months ended June 30, 2016 because the trading price of the Company’s Common Stock has decreased.
Change in Fair Value of Embedded Derivative Liability
During the three months ended June 30, 2016, the Company reported an unrealized gain of $1,202,000 for the change in the fair value of the embedded derivative liability as compared to a gain of $0 for the three months ended June 30, 2015. This change is related to a decrease in the value of the beneficial conversion option related to the 0% Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C”), issued in February 2016 and the Series A Preferred Stock issued in conjunction with the Subscription Agreement entered into on January 31, 2013 with VFM. The decrease in the embedded derivative liability is due to the decrease in the trading price of the Company’s Common Stock.
Comparison of the Six Months Ended June 30, 2016 and 2015
The following discussion analyzes our results of operations for the six months ended June 30, 2016 and 2015. The following information should be considered together with our condensed financial statements for such period and the accompanying notes thereto.
Net Revenue/Net Loss
We have not generated significant revenue since our inception. For the six months ended June 30, 2016 and 2015, we generated revenues of $11,705 and $74,625. For the six months ended June 30, 2016 and 2015, we had a net income (loss) of $77,052 and $(1,219,962).
General and Administrative Expenses
General and administrative expenses increased $41,053 to $205,083 for the six months ended June 30, 2016 from $164,030 for the six months ended June 30, 2015. The increase resulted primarily from employee related expenses and expenses related to consultant options and transfer agent fees due to conversions of preferred shares.
Legal and Accounting
Legal and accounting fees increased $4,492 to $232,927 for the six months ended June 30, 2016 from $228,435 for the six months ended June 30, 2015. The legal and accounting fees were predominantly the same because of the S-1 registration during filed in April and the restructuring transaction during 2015.
Payroll Expenses
Payroll expenses were $1,311,660 for the six months ended June 30, 2016, an increase of $1,021,521 from $290,139 for the six months ended June 30, 2015. The increase is the result of option expenses and restricted stock units related to officers that were issued between June and August of 2015, as well as the hiring of the Chief Operating Officer and Chief Technology Officer in June 2015. This resulted in full expense for the six months ended June 30, 2016 as opposed to minimal expense for the six months ended June 30, 2015.
Research and Development
Research and development expenses were $257,181 and $2,136,386 for the six months ended June 30, 2016 and 2015, a decrease of $1,879,205. The decrease is a result of the additional licensing fees as part of the restructuring transaction in June 2015 that was not replicated in the second quarter of 2016.
Sales and Marketing
Sales and marketing expenses for the six months ended June 30, 2016 were $211,774 as compared to $23,127 for the six months ended June 30, 2015, an increase of $188,647. The Company hired a salesperson in the second quarter and had increased travel expenditures relative to the new collaboration with HP Indigo.
Interest Expense
During the six months ended June 30, 2016, the Company incurred interest expense of $2,000 as compared to $55,154 for the six months ended June 30, 2015, a decrease of $53,154. The decrease in interest expense was a result of the conversion of debt to stock pursuant to the Company’s restructuring transaction in June 2015.
Change in Fair Value of Warrants
During the six months ended June 30, 2016, the Company reported an unrealized gain on the market value of warrants of $3,320,457 as compared to $1,286,845 for the six months ended June 30, 2015, an increase of $2,033,612. The change primarily resulted from the valuation of warrants associated with an Investment Agreement entered into on December 31, 2012 with VFM and a Subscription Agreement entered into on January 31, 2013 with VFM. The values of these warrants have decreased during the six months ended June 30, 2016 because the trading price of our Common Stock has decreased.
Change in Fair Value of Embedded Derivative Liability
During the six months ended June 30, 2016, the Company reported an unrealized gain of $739,000 for the change in the fair value of the embedded derivative liability as compared to a gain of $0 for the six months ended June 30, 2015. This change is related to a decrease in the value of the beneficial conversion option related to the 0% Series C Convertible Preferred Stock (the “Series C Preferred”) issued in February 2016 and the Series A Preferred Stock issued in conjunction with the Subscription Agreement entered into on January 31, 2013. The decrease in the embedded derivative liability is due to the decrease in the trading price of the Company’s Common Stock.
Fair value of warrants in excess of consideration for convertible preferred stock
In February 2016, upon the issuance of the Series C, the associated warrants were valued and that value exceeded the amount that was received by Company for the Series C in the amount of $1,767,575, fair value. This value exceeded the amount of proceeds allocated to the Series C by $1,767,575 and was expensed.
Liquidity and Capital Resources
As of August 22, 2016, we had cash on hand of approximately $40,000.
Net cash used in operating activities increased $463,797 to $1,005,142 for the six months ended June 30, 2016 as compared to $541,345 for the six months ended June 30, 2015. The increase resulted primarily from a decrease in net loss from operations as explained previously.
Net cash used in investing activities was $0 for the six months ended June 30, 2016, compared to $100 for the six months ended June 30, 2015.
Net cash provided by financing activities decreased by $270,543 to $1,217,500 for the six months ended June 30, 2016 from $1,488,043 for the six months ended June 30, 2015. Cash provided by financing activities during the six months ended June 30, 2016, consisted of our Series C offering which raised $1,217,500 net of stock issuance costs of $17,500, in February 2016 as opposed to the restructuring transaction in 2015 that raised $1,488,043.
Since our inception, we have focused on developing and implementing our business plan. Our business plans are dependent on our ability to raise capital through private placements of our common stock and/or preferred stock, through the possible exercise of outstanding options and warrants, through debt financing and/or through future public offering of our securities. On February 9, 2016, the Company issued 2,587,500 shares of Series C at a purchase price of $0.40 per share with gross proceeds to the Company of $1,035,000. In connection with the sale of the Series C, the Company issued to the purchasers warrants to purchase in the aggregate 2,587,500 shares of the Company’s common stock at an exercise price of $0.40 per share. Further, as a part of the same offering, on February 29, 2016, the Company issued 500,000 shares of Series C, at a purchase price of $0.40 per share with gross proceeds to the Company of $200,000. In connection with the sale of the Series C, the Company issued to the purchasers warrants to purchase in the aggregate 500,000 shares of the Company’s common stock at an exercise price of $0.40 per share. Each share of Series C is convertible into one share of common stock, subject to adjustment.
Even with this infusion of capital, we do not believe that our existing cash resources will be sufficient to sustain our operations during the next twelve months, and we may need to raise additional funds in the future. We intend to raise such financing through private placements and/or the sale of debt and equity securities, of which there is no assurance. The issuance of additional equity would result in dilution to our existing shareholders. If we are unable to obtain additional funds when they are needed or if such funds cannot be obtained on terms favorable to us, we may be unable to execute upon our business plan or pay our costs and expenses as they are incurred, which could have a material, adverse effect on our business, financial condition and results of operations.
Even if we are successful in raising sufficient capital, in order to continue in business as a viable going concern our revenues need to reach a level that sustains our business operations. While it is impossible to predict the amount of revenues, if any, that we may receive from our products, we presently believe, based solely on our internal projections, that we will generate revenues sufficient to fund our planned business operations if the products are marketed effectively in accordance with our plans. There can be no assurance that we will raise sufficient proceeds, or any proceeds, for us to implement fully our proposed business plan. Moreover there can be no assurance that, even if our products are marketed effectively, we will generate revenues sufficient to fund our operations. In either situation, we may not be able to continue our operations and our business might fail.
As we have not realized significant revenues since our inception, we have financed our operations through public and private offerings of debt and equity securities. We do not currently maintain a line of credit or term loan with any commercial bank or other financial institution.
Off-Balance Sheet Arrangements
As of June 30, 2016, we do not have any off-balance sheet arrangements.
Critical Accounting Policies
Our financial statements are impacted by the accounting policies used and the estimates and assumptions made by management during their preparation. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows and which require the application of significant judgment by management.
Stock-based Compensation
We account for stock-based compensation under the provisions of FASB ASC 718, “Compensation—Stock Compensation,” which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. We estimate the fair value of stock-based awards on the date of grant using the Black-Scholes option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method.
We account for stock-based compensation awards to non-employees in accordance with FASB ASC 505-50, “Equity-Based Payments to Non-Employees”. Under FASB ASC 505-50, we determine the fair value of the warrants or stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.
All issuances of stock options or other equity instruments to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. Any stock options issued to non-employees are recorded as an expense and additional paid in capital in stockholders’ equity over the applicable service periods using variable accounting through the vesting dates based on the fair value of the options at the end of each period.
Revenue Recognition
In accordance with FASB ASC 605, “Revenue Recognition”, we recognize revenue when (i) persuasive evidence of a customer or distributor arrangement exists, (ii) a retailer, distributor or wholesaler receives the goods and acceptance occurs, (iii) the price is fixed or determinable, and (iv) collectability of the sales revenues is reasonably assured. Subject to these criteria, the Company recognizes revenue from product sales, consisting mainly of pigments and penlights, upon shipment to the customer. Royalty revenue is recognized upon receipt of notification from a customer that the Company’s product has been used in the customer’s production process.
License fee revenue is recognized on a straight-line basis over the term of the license agreement.
Recently Issued Accounting Pronouncements
Recently issued accounting pronouncements are discussed in Note 1 of the notes to condensed financial statements contained in this report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable.
ITEM 4. CONTROLS AND PROCEDURES.
(a) Evaluation of Disclosure Controls and Procedures. Our disclosure controls and procedures are designed to ensure information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of June 30, 2016, the end of the fiscal quarter covered by this Quarterly Report on Form 10-Q. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective.
(b) Changes in Internal Controls. There has been no change in our internal control over financial reporting that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
None.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
On May 1, 2016, the Company issued 100,000 warrants to purchase the Company’s common stock to the Chief Executive Officer at an exercise price of $0.01. The warrants are exercisable immediately. These warrants were not registered under the Securities Act in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act as such transactions did not involve a public offering of securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
Exhibit No. | | Description |
| | | |
| 3.1 | | Amended and Restated Articles of Incorporation of LaserLock Technologies, Inc., as amended (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 19, 2015). |
| | |
| 3.2 | | Amended and Restated Bylaws of LaserLock Technologies, Inc., as amended incorporated herein by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 18, 2016. |
| | | |
| 10.1* | | Separation Agreement and General Release dated as of April 27, 2016 by and between the Registrant and Paul Donfried(filed as an Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 29, 2016 and incorporated herein by reference). |
| | | |
| 10.2* | | Amendment No. 1 to Stock Option Agreement dated as of April 29, 2016 by and between the Registrant and Paul Donfried(filed as an Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 29, 2016 and incorporated herein by reference). |
| | | |
| 10.3* | | Amendment No. 1 to Restricted Stock Unit Agreement dated as of April 29, 2016 by and between the Registrant and Paul Donfried(filed as an Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 29, 2016 and incorporated herein by reference). |
| | | |
10.4* | | Consulting Services Agreement dated as of May 1, 2016 by and between the Registrant and Nicolette Consulting Group Limited (filed as an Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 2, 2016 and incorporated herein by reference). |
| | | |
| 31.1 | | Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | | |
| 31.2 | | Certification of Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | | |
| 32.1 | | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002. |
| | | |
| 32.2 | | Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002. |
| | | |
| 101 | | Interactive Data Files.** |
| * | Denotes management compensation plan or contract. |
| ** | The documents formatted in XBRL (Extensible Business Reporting Language) and attached as Exhibit 101 to this report are deemed not filed as part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act, are deemed not filed for purposes of Section 18 of the Exchange Act, and otherwise are not subject to liability under these sections. |
In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | VERIFYME, INC. | |
| | | | |
| | By: | /s/ Scott McPherson | |
| | | Scott McPherson | |
| | | On behalf of the registrant and as Chief Financial Officer (Principal Financial Officer) | |
| Date: August 22, 2016 | | | |
