Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 31, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Uni-Pixel, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 19,562,599 | |
Amendment Flag | false | |
Entity Central Index Key | 1,171,012 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Accelerated Filer | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 2,178 | $ 23,663 |
Restricted cash | 6,004 | 0 |
Account receivable, net | 932 | 0 |
Inventory | 1,178 | 0 |
Debt issuance costs | 978 | 0 |
Assets held for sale | 0 | 7,609 |
Prepaid licenses | 4,900 | 0 |
Prepaid expenses | 1,006 | 122 |
Total current assets | 17,176 | 31,394 |
Property and equipment, net of accumulated depreciation of $4,226 and $10,867, at September 30, 2015 and December 31, 2014, respectively | 1,935 | 3,500 |
Restricted cash | 0 | 18 |
Other long-term assets | 13 | |
Prepaid licenses, net of current portion | 6,854 | 0 |
Total assets | 25,978 | 34,912 |
Current liabilities | ||
Accounts payable | 1,098 | 281 |
Accrued liabilities | 5,305 | 0 |
Settlement of class action and derivative lawsuits | 0 | 2,275 |
Convertible notes payable | 1,646 | 0 |
Derivative liability | 989 | 0 |
Deferred revenue | 35 | 5,000 |
Total current liabilities | 9,073 | 7,556 |
Royalty liability | 1,403 | 0 |
Long term debt | 461 | 0 |
Total liabilities | $ 10,937 | $ 7,556 |
Commitments and contingencies (Note 3) | ||
Shareholders’ equity | ||
Common stock, $0.001 par value; 100,000,000 shares authorized, 19,467,290 shares issued and outstanding at September 30, 2015 and 12,350,715 shares issued and outstanding at December 31, 2014 | $ 19 | $ 12 |
Additional paid-in capital | 158,640 | 139,512 |
Accumulated deficit | (143,618) | (112,168) |
Total shareholders’ equity | 15,041 | 27,356 |
Total liabilities and shareholders’ equity | $ 25,978 | $ 34,912 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Accumulated depreciation (in Dollars) | $ 4,226 | $ 10,867 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 19,467,290 | 12,350,715 |
Common stock, shares outstanding | 19,467,290 | 12,350,715 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenue | $ 1,498 | $ 0 | $ 2,867 | $ 0 |
Cost of revenues | 4,701 | 0 | 8,128 | 0 |
Gross margin | (3,203) | 0 | (5,261) | 0 |
Selling, general and administrative expenses | 1,724 | 2,929 | 8,368 | 8,877 |
Research and development | 1,491 | 2,694 | 5,690 | 5,473 |
Operating loss | (6,418) | (5,623) | (19,319) | (14,350) |
Other income (expense) | ||||
Debt issuance cost amortization expense | (451) | 0 | (827) | 0 |
Gain on change in warrant liability | 1,092 | 0 | 4,992 | 0 |
Accretion of discount on convertible notes | (4,049) | 0 | (7,171) | 0 |
Interest income (expense), net | (194) | 4 | (424) | 12 |
Other income (expense), net | (3,602) | 4 | (3,430) | 12 |
Net loss from continuing operations | (10,020) | (5,619) | (22,749) | (14,338) |
Discontinued operations (note 8) | ||||
Loss on discontinued operations | 0 | 0 | (1,093) | (3,535) |
Loss on impairment of property and equipment | 0 | 0 | (7,608) | 0 |
0 | 0 | (8,701) | (3,535) | |
Net loss | $ (10,020) | $ (5,619) | $ (31,450) | $ (17,873) |
Basic | ||||
Loss from continuing operations (in Dollars per share) | $ (0.60) | $ (0.45) | $ (1.61) | $ (1.45) |
Net loss (in Dollars per share) | (0.60) | (0.45) | (2.22) | (1.45) |
Diluted | ||||
Loss from continuing operations (in Dollars per share) | (0.60) | (0.45) | (1.61) | (1.45) |
Net loss (in Dollars per share) | $ (0.60) | $ (0.45) | $ (2.22) | $ (1.45) |
Weighted average number of basic common shares outstanding (in Shares) | 16,595,889 | 12,350,697 | 14,154,871 | 12,324,787 |
Weighted average number of diluted common shares outstanding (in Shares) | 16,595,889 | 12,350,697 | 14,154,871 | 12,324,787 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities | ||
Net loss | $ (31,450) | $ (17,873) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 5,412 | 4,534 |
Restricted stock issuance | 1,061 | 937 |
Stock compensation expense | 1,329 | 1,845 |
Amortization of debt issuance costs | 827 | 0 |
Issuance of common stock to convert notes and interest | 309 | 0 |
Accretion of discount on convertible note | 7,171 | 0 |
Net decrease in fair value of derivatives | (4,992) | 0 |
Loss on R&D equipment related to discontinued operations | 7,608 | 0 |
Change in operating assets and liabilities: | ||
(Increase) decrease in accounts receivable | (932) | 11 |
Increase in inventory | (1,114) | 0 |
Increase in prepaid assets and other current assets | (86) | (96) |
Increase (decrease) in accounts payable | 817 | (797) |
Increase in accrued expenses and other liabilities | 5,317 | 0 |
Decrease in deferred revenue | (4,965) | 0 |
Net cash used in operating activities | (13,688) | (11,439) |
Cash flows from investing activities | ||
Purchase of property and equipment | (623) | (1,149) |
Purchase of prepaid licenses | (14,000) | 0 |
Net cash used in investing activities | (14,623) | (1,149) |
Cash flows from financing activities | ||
Increase in cash restricted for convertible notes payable | (5,986) | 0 |
Proceeds from exercise of stock options, net | 75 | 42 |
Payments on note payable | (458) | 0 |
Proceeds from convertible notes and warrants issued, less debt issuance costs | 13,195 | 0 |
Net cash provided by financing activities | 6,826 | 42 |
Net decrease in cash and cash equivalents | (21,485) | (12,546) |
Cash and cash equivalents, beginning of period | 23,663 | 39,370 |
Cash and cash equivalents, end of period | 2,178 | 26,824 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 101 | 0 |
Cash paid for income taxes | 0 | 0 |
Supplemental disclosures of non-cash financing information: | ||
Acquisition of XTouch assets from Atmel | 1,821 | 0 |
Beneficial conversion feature on convertible notes | 5,970 | 0 |
Warrants issued in connection with convertible notes | 5,980 | 0 |
Stock Issued, Exercise of Warrants [Member] | ||
Supplemental disclosures of non-cash financing information: | ||
Issuance of common stock | 0 | 323,486 |
Stock Issued, Legal Settlements [Member] | ||
Supplemental disclosures of non-cash financing information: | ||
Issuance of common stock | 2,275 | 0 |
Stock Issued, Conversion of Notes and Interest [Member] | ||
Supplemental disclosures of non-cash financing information: | ||
Issuance of common stock | $ 8,419 | $ 0 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (unaudited) (Parentheticals) - Stock Issued, Exercise of Warrants [Member] | 9 Months Ended |
Sep. 30, 2014shares | |
Issuance of Common for Cashless Exercise of Warrants | 64,699 |
Cashless Exercise of Warrants | 126,433 |
Note 1 - Basis of Presentation,
Note 1 - Basis of Presentation, Business and Organization | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1 — Basis of Presentation, Business and Organization Uni-Pixel, Inc., a Delaware corporation, is the parent company of Uni-Pixel Displays, Inc., its wholly-owned operating subsidiary. As used herein, “Uni-Pixel,” “the Company,” “we,” “us,” and “our” refer to Uni-Pixel, Inc. and Uni-Pixel Displays, Inc. Our common stock, par value $0.001 per share, is quoted on The NASDAQ Capital Market under the ticker symbol “UNXL.” We are a production stage company developing our Performance Engineered Film™ (PEF) products for the display, touch screen and flexible electronics market segments. On April 16, 2015 we acquired certain assets and licenses related to the manufacture of XTouch touch sensors from Atmel Corporation and CIT Technology Ltd. and we closed a private offering consisting of $15 million in principal amount of our Senior Secured Convertible Promissory Notes together with warrants. On April 22, 2015 we terminated the Manufacturing Facility Installation and Supply Agreement dated April 15, 2013 which was entered into by Uni-Pixel Displays, Inc. and Eastman Kodak Company. Our decision to change the focus of our business from developing and manufacturing InTouch sensors to manufacturing and selling XTouch touch sensors was based on, among other things, the pressure of declining prices and margin compression in the touch sensor market. We believe that our purchase of the XTouch technology will provide us with a stand-alone, go-to-market strategy that we expect to provide a better economic model and lead to a scalable business in a more rapid time frame. In addition to the flexible electronic films described above, we are developing a hard coat resin that can be applied using film, spray or inkjet coating methods for applications as protective cover films, a cover lens replacement or a conformal hard coat for plastic components. We plan to sell our hard coat resin and optical films under the Diamond Guard® brand. Our strategy is to further develop our proprietary Performance Engineered Film™ technology around the vertical markets that we have identified as high growth profitable market opportunities. These markets include touch sensors, antennas, automotive and lighting. As of September 30, 2015, Uni-Pixel had accumulated a total deficit of $143.6 million from operations in pursuit of these objectives. Since our inception, we have been primarily engaged in developing our initial product technologies, recruiting personnel, commencing our operations and obtaining sufficient capital to meet our working capital needs. In the course of our development activities, we have sustained losses through September 30, 2015. We will finance our operations primarily through our existing cash, revenues from sales of our product and possible future financing transactions. As of September 30, 2015, we had cash and cash equivalents of $2.2 million. We also have $6.0 million of restricted cash that is restricted related to our convertible note. Our long-term viability is dependent upon our ability to successfully operate our business, develop our manufacturing process, develop our products, establish the business relationships we need to manufacture and market our products, and raise additional capital through offerings of our debt and equity securities to meet our business objectives. The Company is subject to a number of risks, including, but not limited to, whether it can successfully integrate the XTouch operations; whether the manufacture and sale of the XTouch touch sensors will ultimately prove to be profitable; whether the Company will be able to raise capital when it needs to do so; whether the Company can successfully compete in the industry, particularly against larger organizations with greater financial and other resources; whether the Company will continue to receive the services of its key personnel; whether its intellectual property is adequately protected; and other risks related to the electronics market industry. Basis of Presentation The condensed consolidated financial statements presented in this quarterly report include Uni-Pixel, Inc. and our wholly-owned subsidiary, Uni-Pixel Displays, Inc. All significant intercompany transactions and balances have been eliminated. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 2 — Summary of Significant Accounting Policies Interim financial information The condensed consolidated financial statements included herein, which have not been audited pursuant to the rules and regulations of the Securities and Exchange Commission, reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods on a basis consistent with the annual audited statements. All such adjustments are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for a full year. Certain information, accounting policies and footnote disclosures normally included in condensed consolidated financial statements prepared in conformity with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements included in our Form 10-K, for the year ended December 31, 2014, filed with the Securities and Exchange Commission on February 26, 2015. The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles (GAAP) and to the practices within the technology industry. The consolidated financial information as of December 31, 2014 included herein has been derived from the Company’s audited consolidated financial statements as of, and for the fiscal year ended, December 31, 2014. Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies during the nine months ended September 30, 2015 as compared to the significant accounting policies disclosed in Note 2 of the Company’s consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2014. Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Examples include provision for excess and obsolete inventory, provisions for bad debts, useful lives of property and equipment and intangible assets, impairment of property and equipment and intangible assets, deferred taxes, valuation of warrants and beneficial conversion feature on debt, derivative liability, and the provision for and disclosure of litigation and loss contingencies and stock based compensation. Actual results may differ materially from those estimates. Statements of cash flows For purposes of the statements of cash flows, we consider all highly liquid investments (i.e., investments which, when purchased, have original maturities of three months or less) to be cash equivalents. Concentration of credit risk We maintain our cash with major U.S. domestic banks. The amounts held in interest bearing accounts periodically exceed the Federal Deposit Insurance Corporation (“FDIC”) insured limit of $250,000 at September 30, 2015 and December 31, 2014. The amounts held in these banks exceeded the insured limit of $250,000 as of September 30, 2015 and December 31, 2014. We have not incurred losses related to these deposits. Restricted cash As of September 30, 2015 we had restricted cash of $6.0 million. This amount represents $6.0 million we are required to maintain on our balance sheets in accordance with the terms of the Securities Purchase Agreement we entered into on April 16, 2015 for the sale of our Senior Secured Convertible Promissory Notes. As of December 31, 2014, we had restricted cash of $17,439. This amount secured certain obligations under our lease agreement for our facility located in The Woodlands, Texas as of December 31, 2014. The restricted cash is reflected in a short-term classification based on its anticipated liquidation. Accounts Receivable The carrying value of our accounts receivable, net of allowance for doubtful accounts, represents their estimated net realizable value. We estimate the allowance for doubtful accounts based on type of customer, age of outstanding receivable, historical collection trends, and existing economic conditions. If events or changes in circumstances indicate that a specific receivable balance may be unrealizable, further consideration is given to the collectability of those balances, and the allowance is adjusted accordingly. Receivable balances deemed uncollectible are written off against the allowance. We have $0.9 million and $0 accounts receivable balances at September 30, 2015 and December 31, 2014, respectively, none of which was reserved as uncollectible. Inventory Inventory is stated at the lower of cost or market. Cost is determined using standard cost, which approximates the first-in, first-out method. Adjustments to reduce the carrying value of inventory to its net realizable value are made for estimated excess, obsolete or impaired balances. These adjustments are measured as the excess of the cost of the inventory over its market value based upon assumptions about future demand and charged to cost of revenue. At the point of the loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration of the original cost basis or increases in the newly established cost basis. Property and equipment Property and equipment, consisting primarily of production equipment, lab equipment, computer equipment, software, leasehold improvements, and office furniture and fixtures is carried at cost less accumulated depreciation and amortization. Depreciation and amortization for financial reporting purposes is provided by the straight-line method over the estimated useful lives of three to five years. Leasehold improvements are amortized using the straight-line method over the remaining lease term or the life of the asset, whichever is shorter. The cost of repairs and maintenance is charged as an expense as incurred. Gains or losses related to retirements or dispositions of fixed assets are recognized in the period incurred. Convertible debt The Company accounts for its convertible debt as equal to its proceeds, less discounts. The Company records discounts on its convertible debt for the fair value of freestanding and embedded derivatives and beneficial conversion features associated with the issuance of the debt. Discounts are amortized over the life of the convertible debt. The convertible debt is presented on the face of the financial statement as proceeds less the balance of unamortized discounts. Derivative liabilities In accordance with ASC 815-40-25 and ASC 815-10-15 Derivatives and Hedging and ASC 480-10-25 Liabilities-Distinguishing from Equity, the Company’s convertible notes are accounted for net, outside of shareholder’s equity and warrants are accounted for as liabilities at their fair value during periods where the full ratchet anti-dilution provision is in effect. The warrants are accounted for a liability at their fair value at each reporting period. The value of the derivative warrant liability will be re-measured at each reporting period with changes in fair value recorded as earnings. To derive an estimate of the fair value of these warrants, a binomial model is utilized that computes the impact of share dilution upon the exercise of the warrant shares. This process relies upon inputs such as shares outstanding, estimated stock prices, strike price and volatility assumptions to dynamically adjust the payoff of the warrants in the presence of the dilution effect. Revenue recognition The Company sells its products to original equipment manufacturers (“OEMs”) and distributors and recognizes revenue when the rights and risks of ownership have passed to the customer, when persuasive evidence of an arrangement exists, the product has been delivered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured. Allowances for sales returns and other credits are recorded at the time of sale. Contracts and customer purchase orders are used to determine the existence of an arrangement. Shipping documents are used to verify delivery. The Company assesses whether the price is fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. The Company assesses collectability based primarily on the creditworthiness of the customer as determined by credit checks and analysis, as well as the customer’s payment history. Sales terms do not include post-shipment obligations except for product warranty. Advance payments are deferred until shipment of product has occurred or the service has been rendered. Revenue from licenses and other up-front fees are recognized on a ratable basis over the term of the respective agreement. Revenue on certain fixed price contracts where we provide research and development services is recognized over the contract term based on achievement of milestones. When the contracts provide for milestone or other interim payments, the Company will recognize revenue under the milestone method. Contracts with Dell, Inc. (“Dell”) and Intel Corporation (“Intel”) entered into during 2012 and 2013, respectively, are being accounted for under the milestone method. The milestone method requires the Company to designate all milestone payments within each contract as either substantive or non-substantive. That conclusion is determined based upon a thorough review of each contract and the deliverables to be made by the Company pursuant to each contract. For substantive milestones, the Company concludes that upon achievement of each milestone, the amount of the corresponding defined payments is commensurate with the effort required to achieve such milestone or the value of the delivered item. The payment associated with each milestone relates solely to past performance and is deemed reasonable upon consideration of the deliverables and the payment terms within the contract. For non-substantive milestones, including advance payments, the recognition of such payments is pro-rated to the substantive milestones. In December 2012, the Company and Dell entered into a touch sensor Preferred Price and Capacity License Agreement and entered into Statement of Work Number One (collectively, the “Original Agreement”) to manufacture specified touch sensors. Statement of Work Number One had three phases and three milestones. The three phases were as follows: · Phase 1 – The parties were to engage with designated manufacturers to design product solutions based on the Company’s technology · Phase 2 - The Company was to deliver production-quality samples of products based on Dell’s specifications for specific products · Phase 3 – The Company was to deliver to the designated manufacturers production-level volumes in calendar year 2013 The three milestones were as follows: · Milestone 1 – Execution of contract (non-substantive) and completion of new plating manufacturing facility per specifications on or about April 30, 2013 (substantive) - $5.0 million · Milestone 2 – Deliver production quality metal mesh sensors on or around July 31, 2013 (substantive) - $5.0 million · Milestone 3 – Production purchase order at production level volumes to be delivered in calendar year 2013 (non-substantive) - $5.0 million During 2013, we recognized $5.0 million of revenue from Dell as non-recurring engineering revenue under the milestone method for completion of Milestone 1. Because this was a one-time payment, the Company does not believe that the loss of this customer would have a material adverse effect on the Company’s business. Effective February 25, 2014, the Company and Dell entered into Amendment No. 1 to Statement of Work No. 1 (the “Amendment”). The Amendment affirmed that the parties had agreed not to proceed with Phase 2 and Phase 3 as described in the Original Agreement and agreed that, as a result, no further payments were due to the Company. The Amendment also revised the Milestone 2 due date from July 31, 2013 to June 30, 2014 and terminated the exclusivity option relating to notebook computers. No further amendments to the Original Agreement have been entered into. In April 2013, we entered into an agreement with Intel (the “Agreement”), whereby we were to receive $10.0 million of cash proceeds to assist us in increasing our production capacity. Under the terms of the Agreement, there were two milestones with related contingent consideration of $5 million for each milestone plus certain commissions as described below. The Agreement required us to purchase certain equipment, which we purchased in 2013 and which we considered not a substantive milestone. The Agreement required us to have the capability to produce at least 1 million sensor units per month (as defined in the Agreement) by April 2014, which we considered a substantive milestone. We received $5.0 million in May 2013, which was non-refundable and is recorded as accrued liabilities in the accompanying consolidated balance sheet at September 30, 2015 and as deferred revenue at December 31, 2014. Upon achieving the deliverables of the Agreement, we would have paid a commission to Intel of 10% on revenue derived from the sales of InTouch sensors made directly to Intel or to those of Intel’s manufacturing partners that use Intel’s Preferred Price and Capacity License Agreement (“Designated Customers”). The commission amount was to be paid until the aggregate commissions paid equaled the commission cap of $18.5 million. The term of the Agreement is the later of 3 years or the full payment of the commission cap. If the Company committed a material breach of the license agreement, certain equipment of the Company with an original cost of approximately $10.1 million would be assigned to Intel to make Intel whole on any remaining amounts due under the commission cap of $18.5 million. In April 2014, we entered into the First Amendment to the Capacity License Agreement with Intel (the “Amended Agreement”). The Amended Agreement modified the original Agreement terms as follows: 1) the inability of the Company to reach, by April 2014, the minimum production capability and the required quality standards specified in the Agreement no longer constitute a material breach of the Agreement; 2) the total amount of cash proceeds to be received was reduced from $10.0 million to $5.0 million, which included the $5.0 million we received in May 2013; 3) the cap on the commission amount was reduced from $18.5 million to $6.25 million; 4) the term “commission” is defined as 10% of gross revenue from the sale of all sensors sold by the Company, which includes sales of sensors to all customers including, but not limited to, Intel and its Designated Customers; 5) if the Company becomes the subject of any proceeding under any bankruptcy, insolvency or liquidation law, the Company will assign all title and ownership to certain designated equipment (the “Equipment”) to Intel; and 6) if the Company materially breaches the Amended Agreement, which breach is not cured within 30 days after receipt of notice from Intel, the Company may choose to either (A) pre-pay the cap on the commission to Intel (less the total of all previously paid commissions) or (B) assign all title and ownership to the Equipment to Intel. The only remaining milestone of the Amended Agreement is the capability to produce at least 1 million sensors units per month. As the Company has discontinued its joint development activities with Kodak to develop, manufacture and market touch sensors based on the InTouch technology (Note 8), the Company is currently in discussions with Intel regarding the Capacity License Agreement. Therefore the $5.0 million that Intel funded pursuant to the Capacity License Agreement to support the increase in production capacity for that technology has now been reclassified from deferred revenue to accrued liabilities in the accompanying balance sheet pending further discussion with Intel. Loss per share data Basic loss per share is calculated based on the weighted average common shares outstanding during the period. Diluted earnings per share also gives effect to the dilutive effect of stock options, warrants (calculated based on the treasury stock method), convertible notes and convertible preferred stock. The Company does not present diluted earnings per share for years in which it incurred net losses as the effect is antidilutive. At September 30, 2015, 698,400 restricted shares and 2,245,124 options and 1,441,580 warrants to purchase shares of common stock at exercise prices ranging from $1.24 to $38.70 per share were outstanding, and were not included in the computation of diluted earnings per share as their effect would be anti-dilutive. Recently issued accounting pronouncements Accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. Accounting Guidance Not Yet Effective Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations and cash flows. |
Note 3 - Commitments and Contin
Note 3 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 3 — Commitments and Contingencies Leases The Company has entered into a lease for office, warehouse and laboratory facilities for approximately 13,079 square feet at 8708 Technology Forest Pl., Ste. 100, The Woodlands, Texas 77381 under a third party non-cancelable operating lease through April 30, 2016. The Company has also entered into a lease for office, warehouse and laboratory facilities for approximately 7,186 square feet at 3400 Research Forest Drive, Suite B2, The Woodlands, Texas 77381 under a third party non-cancelable operating lease through May 31, 2016. In conjunction with the acquisition of the XTouch technology, the Company entered into a lease for office and production facilities for approximately 28,918 square feet at 1150 E. Cheyenne Mountain Boulevard, Colorado Springs, Colorado 80906 under a third party non-cancelable operating lease through October 15, 2016. In July 2015, the company entered into a lease for office space for 4,478 square feet at 4699 Old Ironsides Drive, Ste. 300, Santa Clara, CA 95054 through July 14, 2018 Future minimum lease commitments as of September 30, 2015 are as follows: Year Ending December 31 Three months ending 2015 $ 127 2016 279 2017 148 2018 75 2019 -- 2020 -- Thereafter -- Total $ 629 The lease for 8708 Technology Forest Pl., Ste. 100, The Woodlands, Texas 77381 provides the Company with a right to extend the lease term for two additional five year terms or one term of ten years, at the Company’s option. The lease for Building 2 and Building 4 at 1150 E. Cheyenne Mountain Boulevard, Colorado Springs, Colorado 80906 is for 18 months (the “Primary Lease Term”). The term of the lease may be extended for two additional six-month periods. During the Primary Lease Term, the initial base rent for each of Building 2 and Building 4 will be $100 per month for 18 months beginning from April 16, 2015 through October 15, 2016. During the first renewal term, the monthly base rent for Building 2 will be $5,625 and during the second renewal term the monthly base rent will be $8,437.50. During the first renewal term, the monthly base rent for Building 4 will be $39,375 and during the second renewal term the monthly base rent will be $59,062.50. The lease for 4699 Old Ironsides Drive, Ste. 300, Santa Clara, CA, is for 36 months. The first year is $11,785 per month with the first month free. The second year is $12,136 per month and the third year is $12,500 per month. Eco-System Partner Royalty Obligation In April 2013, we entered into an agreement with Intel (the “Agreement”), whereby we were to receive $10.0 million of cash proceeds to assist us in increasing our production capacity. Under the terms of the Agreement, there were two milestones with related contingent consideration of $5 million for each milestone plus certain commissions as described below. The Agreement required us to purchase certain equipment, which we purchased in 2013 and which we considered not a substantive milestone. The Agreement required us to have the capability to produce at least 1 million sensor units per month (as defined in the Agreement) by April 2014, which we considered a substantive milestone. We received $5 million in May 2013, which was non-refundable and is recorded as accrued liabilities in the accompanying consolidated balance sheet at September 30, 2015 and as deferred revenue at December 31, 2014. Upon achieving the deliverables of the Agreement, we would have paid a commission to Intel of 10% on revenue derived from the sales of InTouch sensors made directly to Intel or to those of Intel’s manufacturing partners that use Intel’s Preferred Price and Capacity License Agreement (“Designated Customers”). The commission amount was to be paid until the aggregate commissions paid equaled the commission cap of $18.5 million. The term of the Agreement is the later of 3 years or the full payment of the commission cap. If the Company committed a material breach of the license agreement, certain equipment of the Company with an original cost of approximately $10.1 million would be assigned to Intel to make Intel whole on any remaining amounts due under the commission cap of $18.5 million. In April 2014, we entered into the First Amendment to the Capacity License Agreement with Intel (the “Amended Agreement”). The Amended Agreement modified the original Agreement terms as follows: 1) the inability of the Company to reach, by April 2014, the minimum production capability and the required quality standards specified in the Agreement no longer constitutes a material breach of the Agreement; 2) the total amount of cash proceeds to be received was reduced from $10.0 million to $5.0 million, which included the $5.0 million we received in May 2013; 3) the cap on the commission amount was reduced from $18.5 million to $6.25 million; 4) the term “commission” is defined as 10% of gross revenue from the sale of all sensors sold by the Company, which includes sales of sensors to all customers including, but not limited to, Intel and its Designated Customers; 5) if the Company becomes the subject of any proceeding under any bankruptcy, insolvency or liquidation law, the Company will assign all title and ownership to certain designated equipment (the “Equipment”) to Intel; and 6) if the Company materially breaches the Amended Agreement, which breach is not cured within 30 days after receipt of notice from Intel, the Company may choose to either (A) pre-pay the cap on the commission to Intel (less the total of all previously paid commissions) or (B) assign all title and ownership to the Equipment to Intel. The only remaining milestone of the Amended Agreement is the capability to produce at least 1 million sensors units per month. As the Company has discontinued its joint development activities with Kodak to develop, manufacture and market touch sensors based on the InTouch technology (Note 8), the Company is currently in discussions with Intel regarding the Capacity License Agreement. Therefore the $5 million that Intel funded pursuant to the terms of the Capacity License Agreement to support the increase in production capacity for that technology has now been reclassified from deferred revenue to accrued liabilities in the accompanying balance sheet pending further discussion with Intel. Class Action Litigation and Settlement In June 2013, two purported class action complaints were filed in the United States District Court, Southern District of New York and the United States District Court, Southern District of Texas against the Company and our former CEO, former CFO, and former Chairman. The Southern District of New York complaint was voluntarily dismissed by plaintiff on July 2, 2013. The surviving complaint, with the caption Fitzpatrick, Charles J. v. Uni-Pixel, Inc., et. al. (Cause No. 4:13-cv-01649), alleged that we and our officers and directors violated the federal securities laws, specifically Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, by making purportedly false and misleading statements concerning our licensing agreements and product development (the “Class Action Litigation”). The complaint sought unspecified damages on behalf of a purported class of purchasers of our common stock during the period from December 7, 2012 to May 31, 2013. On July 25, 2014, the judge granted in part and denied in part our motion to dismiss the case, significantly limiting the claims remaining in the Class Action Litigation. On August 25, 2014, we filed an answer to the complaint. In November 2014, we entered into a memorandum of understanding to settle the Class Action Litigation. The proposed settlement would result in a payment of $2.35 million in cash to the settlement class, inclusive of fees and expenses. In addition, we agreed to issue $2.15 million in common stock to the settlement class with a range of shares of common stock between 358,333 shares and 430,000 shares, calculated by using the trailing 5 day average stock price from the date of Court approval of the settlement. On April 30, 2015, the Court approved the settlement of the Class Action Litigation on the terms set forth above. As a result, the Company issued 430,000 shares of common stock. The cash payment portion of the settlement of $2.35 million was paid from insurance proceeds. The common stock portion of this settlement, totaling $2.15 million is included in other expense and in current liabilities (Settlement of Class Action and Derivative Lawsuits) on the accompanying consolidated financial statements. Following the issuance of the common stock in May 2015, this amount was reclassified to Additional Paid In Capital and Common Stock. Shareholder Derivative Litigation On February 19, 2014, a shareholder derivative lawsuit, Jason F. Gerzseny v. Reed J. Killion, et. al., was filed in the 165th Judicial District in Harris County, Texas. On February 21, 2014, another shareholder derivative lawsuit, Luis Lim v. Reed J. Killion, et. al., was also filed in Harris County district court. Both complaints alleged various causes of action against certain of the Company’s current and former officers and directors, including claims for breach of fiduciary duty, corporate waste, insider selling, and unjust enrichment. On April 8, 2014, these derivative actions were consolidated into one action, captioned In re Uni-Pixel, Inc., Shareholder Derivative Litigation (Cause No. 2014-08251) (the “Shareholder Derivative Litigation”), and on September 9, 2014, plaintiff filed an amended consolidated complaint. On April 13, 2015, the Court approved the settlement of the Shareholder Derivative Litigation, which required the payment of $150,000 in cash and the issuance of 20,833 shares of the common stock. The cash payment portion of the settlement was paid from insurance proceeds. The common stock portion of the settlement, totaling $125,000, is included in other expense and in current liabilities (Settlement of Class Action and Derivative Lawsuits) on the accompanying consolidated financial statements. Following issuance of the common stock in April 2015, this amount was reclassified to Additional Paid In Capital and Common Stock. Securities and Exchange Commission Investigation On November 19, 2013, the Company learned that the Fort Worth Regional Office of the United States Securities and Exchange Commission (“SEC”) issued subpoenas concerning the Company’s agreements related to its InTouch sensors. The Company is cooperating fully with the SEC regarding this non-public, fact-finding inquiry. The SEC has informed the Company that this inquiry should not be construed as an indication that any violations of law have occurred or that the SEC has any negative opinion of any person, entity or security. The Company does not intend to comment further on this matter unless and until this matter is closed or further action is taken by the SEC which, in the Company’s judgment, merits further comment or public disclosure. Employment agreements As of September 30, 2015, the Company does not have any employment agreements outstanding. The Company has agreed that, if the employment of Jeff Hawthorne, the Company’s Chief Executive Officer and President, is terminated as a result of a Change of Control, Mr. Hawthorne will receive a severance payment consisting of 2 times his annual base salary and all unvested options and restricted shares of stock shall become vested immediately. The Company has also agreed that, if the employment of Christine Russell, the Company’s Chief Financial Officer, is terminated during the period that begins when negotiations for a Change in Control (as defined in the offer letter dated May 21, 2015) begin and ends on the nine month anniversary of the closing of the Change in Control transaction and such termination is not a termination for any other reason, (i) Ms. Russell will receive a severance payment equal to one year of her annual salary, (ii) all unvested equity awards she may have received during her employment will, to the extent that such awards are unvested, immediately vest and (iii) should she elect to continue to receive group health benefits under COBRA, for a period of 12 months following her termination the Company will pay the premiums for her continuation coverage, up to a maximum of $1,500 per month. |
Note 4 - Equity, Stock Plan and
Note 4 - Equity, Stock Plan and Warrants | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 4 —Equity, Stock Plan and Warrants Common Stock During the nine months ended September 30, 2015, we (1) issued 12,500 shares of common stock for cash in connection with the exercise of stock options; (2) issued 105,017 shares of common stock to various directors, officers and employees as stock awards; (3) issued 20,833 shares of common stock for the settlement of the derivative lawsuit; (4) issued 430,000 shares of common stock for the settlement of the class action lawsuit; and (5) issued 6,548,225 shares of common stock to convert $8.1 million of principal and $0.3 million of interest into shares of common stock. During the nine months ended September 30, 2014, we (1) issued 4,000 shares of common stock for cash in connection with the exercise of stock options; (2) issued 64,699 shares of common stock as a result of the cashless exercise of warrants; and (3) issued 35,634 shares of common stock to various directors and officers as stock awards; Restricted Stock Total compensation expense recognized for restricted stock was approximately $1.1 million and $0.9 million for the nine months ended September 30, 2015 and September 30, 2014, respectively. The Company has recorded approximately $0.9 million of restricted stock expense in selling, general and administrative expenses and approximately $0.2 million in research and development expense for the nine months ended September 30, 2015 and approximately $0.5 million of restricted stock expense in selling, general and administrative expenses and approximately $0.4 million in research and development expense for the nine months ended September 30, 2014. At September 30, 2015, there was $1.7 million of total unrecognized compensation cost related to non-vested shares of restricted stock which is expected to be recognized over a weighted-average period of 1.06 years. There were 105,017 shares of restricted stock, net that became vested during the nine months ended September 30, 2015. Stock Incentive Plans The Company has adopted four stock incentive plans: the 2005 Stock Incentive Plan, the 2007 Stock Incentive Plan, the 2010 Stock Incentive Plan and the 2011 Stock Incentive Plan (collectively, the “Stock Incentive Plans”). The Stock Incentive Plans allow for an aggregate of up to 3,900,001 shares of our common stock to be awarded through incentive and non-qualified stock options, stock appreciation rights, restricted stock, performance shares and other types of awards. Our Stock Incentive Plans are administered by our Board of Directors, which has the sole discretion to select participants who will receive the awards and to determine the type, size and terms of each award granted. As of September 30, 2015, there were 274,275 shares available for issuance under the Stock Incentive Plans. The following disclosures provide information regarding the Company’s stock-based compensation awards, all of which are classified as equity awards: Total compensation expense recognized for options was approximately $1.3 million and $1.8 million for the nine months ended September 30, 2015 and September 30, 2014, respectively. The Company has recorded approximately $0.5 million of stock compensation expense in selling, general and administrative expenses, approximately $0.8 million in research and development expense and approximately $46,000 in cost of goods sold for the nine months ended September 30, 2015 and approximately $0.7 million of stock compensation expense in selling, general and administrative expenses and approximately $1.2 million in research and development expense for the nine months ended September 30, 2014. A summary of the changes in the total stock options outstanding during the nine months ended September 30, 2015 follows: Weighted Average Options Exercise Price Outstanding and expected to vest, at December 31, 2014 2,061,344 $ 10.00 Granted 574,000 $ 1.57 Forfeited or expired (377,720 ) $ 13.62 Exercised (12,500 ) $ 6.00 Outstanding and expected to vest, at September 30, 2015 2,245,124 $ 7.26 Vested and exercisable at September 30, 2015 1,751,002 $ 8.28 The fair values of the Company’s options were estimated on the date of grant using the Black-Scholes valuation model with the following weighted-average assumptions: Three Months ended September 30, 2015 Three Months ended September 30, 2014 Nine Months ended September 30, 2015 Nine Months ended September 30, 2014 Expected life (years) 5 years 5 years 5 years 5 years Interest rate 1.63 % 1.59 to 1.74 % 1.31 to 1.63 % 1.59 to 1.74 % Dividend yield — — — — Volatility 157.66% 136.96 to 138.73 % 144.34 to 157.66 % 129.58 to 138.73 % Forfeiture rate — — — — Weighted average fair value of options granted $ 1.15 $ 6.77 $ 1.41 $ 7.02 At September 30, 2015, there was $1.1 million of total unrecognized compensation cost related to non-vested stock option awards which is expected to be recognized over a weighted-average period of 0.93 years. There were approximately 57,000, net options that became vested during the nine months ended September 30, 2015. Common Stock Warrants As of September 30, 2015, the Company has 1,441,580 common stock warrants outstanding with a weighted average exercise price of $8.81 per share. Information regarding outstanding warrants as of September 30, 2015 is as follows: Grant date Warrants Outstanding Exercisable Weighted Exercise Price Remaining Life (Years) June 10, 2009 15,796 15,796 $ 7.50 3.68 August 31, 2009 24,934 24,934 $ 7.50 3.68 October 2, 2009 205,000 205,000 $ 5.00 4.08 March 15, 2010 8,337 8,337 $ 7.50 4.25 April 5, 2010 930 930 $ 7.50 4.25 December 15, 2010 35,462 35,462 $ 6.00 0.17 April 16, 2015 1,151,121 1,151,121 $ 9.63 4.50 Total 1,441,580 1,441,580 |
Note 5 - Property and Equipment
Note 5 - Property and Equipment | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | Note 5 — Property and Equipment A summary of the components of property and equipment at September 30, 2015 and December 31, 2014 are as follows: Estimated Useful Lives September 30, 2015 December 31, 2014 Production equipment 3 years $ 1,826 $ — Research and development equipment 3 to 5 years 3,801 13,668 Leasehold improvements 5 years 210 385 Computer equipment 5 years 98 97 Office equipment 3 to 5 years 95 95 Construction-in-progress 131 122 6,161 14,367 Accumulated depreciation (4,226 ) (10,867 ) Property and equipment, net $ 1,935 $ 3,500 Depreciation and amortization expense of property and equipment for the nine months ended September 30, 2015 and September 30, 2014 was approximately $3.6 million and $4.5 million, respectively. Per the Kodak agreement signed in August 2015, the Company had $10.2 million write-down in the assets and accumulated depreciation. |
Note 6 - Senior Secured Convert
Note 6 - Senior Secured Convertible Notes and Warrants | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 6 — Senior Secured Convertible Notes and Warrants Concurrent with the consummation of the XTouch acquisition, on April 16, 2015 (the “Effective Date”), and pursuant to a Securities Purchase Agreement, we sold $15 million in Senior Secured Convertible Notes (the “Notes”), together with warrants for the purchase of 1,151,121 shares of our common stock (the “Warrants”), to two accredited investors (the “Investors”). The number of shares of common stock subject to the Warrants equaled 65% of the number of shares of common stock the Investors would receive if the Notes were converted at the Conversion Price (as defined below) on the trading day immediately prior to the Effective Date. The Notes accrue simple interest at the rate of 9% per year (“Interest”). The Notes together with all accrued and unpaid Interest are due and payable on April 16, 2016 (the “Maturity Date”). The Investors may, at any time, elect to convert the Notes into shares of our common stock at the conversion price, subject to certain beneficial ownership limitations. The conversion price is the lesser of $8.47 per share (the “Conversion Price”), subject to adjustment as set forth in the Notes for stock splits, dividends, recapitalizations and similar events, which equaled 110% of the last closing price of our common stock prior to the execution and delivery of the Securities Purchase Agreement and 85% of the lowest closing sale price during the prior 30 trading day period. Provided there has been no Equity Conditions Failure, as defined in the Notes, we will pay the Installment Amount, as defined in the Notes, by converting all or some of the Installment Amount into common stock (a “Company Conversion”). However, we may also, at our option, pay the Installment Amount by redeeming the Installment Amount in cash (a “Company Redemption”) or by any combination of a Company Conversion and a Company Redemption. Any Company Conversion occurs at a price which is the lower of the Conversion Price and 85% of the lower of the arithmetic average of the 4 lowest daily weighted average prices of the common stock during the prior 12 consecutive trading days and the closing sale price on the prior day. The Investors have the right to accelerate payment on each monthly redemption date of up to two monthly redemption amounts upon written notice to us, and the Investors have the option to be paid such accelerated amount in common stock as if it were a Company Conversion. The Investors also have the right to defer payment of a monthly redemption amount. Following an Event of Default, as defined in the Notes, the Investors may require us to redeem all or any portion of the Notes. The redemption amount may be paid in cash or with shares of our common stock, at the election of the Investor, at a price equal to the Event of Default Redemption Price, as defined in the Notes. The Warrants have a five-year term and a per share exercise price of $9.63, subject to adjustment as set forth in the Warrants, which equaled 125% of the closing price of our common stock prior to the Effective Date. If, after the Effective Date, we issue or sell, or are deemed to have issued or sold, any shares of common stock (with the exception of certain Excluded Securities, as those are defined in the Warrants) for a consideration per share less than a price equal to the exercise price of the Warrants in effect immediately prior to such issue or sale (or deemed issuance or sale) (a “Dilutive Issuance”), then immediately after the Dilutive Issuance, (x) if the Dilutive Issuance occurs prior to the one year anniversary of the Effective Date, then the exercise price then in effect will be reduced to an amount equal to the product of (A) the exercise price in effect immediately prior to the Dilutive Issuance and (B) the quotient determined by dividing (1) the sum of (I) the product derived by multiplying the exercise price in effect immediately prior to the Dilutive Issuance and the number of Common Shares Deemed Outstanding (as defined in the Warrants) immediately prior to the Dilutive Issuance plus (II) the consideration, if any, received by us on such Dilutive Issuance, by (2) the product derived by multiplying (I) the exercise price in effect immediately prior to the Dilutive Issuance by (II) the number of Common Shares Deemed Outstanding immediately after the Dilutive Issuance and (y) if the Dilutive Issuance occurs after the one year anniversary of the Effective Date but within five years of the Effective Date, the exercise price then in effect will be reduced to an amount equal to the price of the shares of common stock issued in the Dilutive Issuance. The Warrants will be exercisable for cash, but if a prospectus covering the shares of common stock underlying the Warrants is not available, the Investors may exercise the Warrants using a cashless exercise provision. The Warrants may not be exercised if, after giving effect to the exercise, the Investor would beneficially own in excess of 4.99% or 9.99% of the outstanding shares of common stock, depending on the Investor. At the Investor’s option, the cap applicable to the exercise of the Warrants may be raised or lowered to any other percentage not in excess of 9.99%, except that any increase will only be effective upon 61-days’ prior notice to us. Pursuant to a Pledge and Security Agreement (the “Security Agreement”) we entered into in favor of Hudson Bay Fund LP as Collateral Agent, the Notes are secured by a perfected first priority security interest in all of our assets and are senior in right of payment to all of our existing and future indebtedness, subject to Permitted Liens, as defined in the Notes. With the exception of Permitted Liens, we have agreed that we will not grant a security interest in our assets so long as the Notes remain outstanding and that we will not incur any new debt except for Permitted Indebtedness, as that term is defined in the Notes. In conjunction with the issuance of the Notes and the Warrants, we entered into a Registration Rights Agreement pursuant to which we agreed to file a registration statement covering the sum of (i) 200% of the maximum number of shares underlying the Notes and (ii) the maximum number of shares underlying the Warrants (the “Registrable Securities”). We have agreed to keep any registration statement we file pursuant to the Registration Rights Agreement effective until the earlier of (i) the date as of which the Investors may sell all of the Registrable Securities covered by the Registration Statement without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) or (ii) the date on which the Investors shall have sold all of the securities covered by such Registration Statement. We were to use our reasonable best efforts to have the registration statement declared effective within 90 days after the Effective Date (the “Registration Statement Effective Date”). If we failed to register the Registrable Securities or the registration statement is not declared effective by the SEC before the Registration Statement Effective Date, or if on any day after the Registration Statement Effective Date, sales of the Registrable Securities required to be included on the Registration Statement cannot be made (collectively, a “Registration Default”), we will pay to each Investor an amount in cash equal to 1% of the aggregate Purchase Price (as that term is defined in the Securities Purchase Agreement) of the Investor’s Registrable Securities, whether or not the Registrable Securities were included in the registration statement, and 1% per month (or a portion thereof pro rata) that the Registration Default continues to exist. We are not required to make these payment if, when a Registration Default occurs, the Investors can freely sell our common stock pursuant to Rule 144 without restriction or limitation. We filed the registration statement within 90 days and therefore did not have to make any payments to the Investors. Investors in the offering have the right to participate for no less than 35% of any future offering of our equity or equity equivalent securities until the second anniversary of the Effective Date. Pursuant to the terms of the Securities Purchase Agreement, we agreed to seek shareholder approval within 60 days of the Effective Date for the issuance of all shares underlying the Notes and the Warrants, as required by NASDAQ Listing Rule 5635(d). So long as shareholder approval is obtained within 60 days of the Effective Date and so long as we have satisfied, or the Investors have waived, certain conditions set forth in the Securities Purchase Agreement, the Investors have committed to investing an additional $5 million of Notes that will be funded on our request within 10 trading days of (a) our receipt shareholder approval and (b) the Registration Statement Effective Date. If such additional Notes are purchased, the number of shares of common stock issuable pursuant to the Warrants will be automatically increased pursuant to their terms. We obtained shareholder approval within 60 days. As of September 30, 2015 we have not taken any additional monies related to the convertible note. We have agreed to keep at least $6 million ($8 million if the additional $5 million is funded) of restricted cash on our balance sheet at all times until the Maturity Date or until the outstanding principal amount of the Notes is less than $6 million (or less than $8 million if the additional $5 million is funded), at which time the amount of restricted cash we are required to keep on our balance sheet will be adjusted downward, dollar for dollar. As additional security for repayment of the Notes, Uni-Pixel Displays, Inc. entered into to a Guarantee Agreement in favor of the Investors. Our Chief Executive Officer, Chief Financial Officer and certain of our directors have executed lock-up agreements pursuant to which they have agreed that they will not, for a period of 90 days from the Trigger Date, as defined in the Securities Purchase Agreement, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase, make any short sale or otherwise dispose of or agree to dispose of, directly or indirectly, any shares of our common stock or common stock equivalents; enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the shares of common stock belonging to them; make any demand for or exercise any right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any shares of common stock or common stock equivalents; or publicly disclose the intention to do any of the foregoing. Cowen and Company, LLC acted as our financial advisor in the acquisition of the assets and as our placement agent in the financing transaction. We paid Cowen and Company, LLC approximately $1.7 million for these services. On April 16, 2015, the Company determined that the Notes had a carrying amount of $3.1 million. The Company utilized a binomial model in determining the fair market value of the Warrants of $6.0 million. The Company also determined there was a beneficial conversion feature (“BCF”) as a result of the intrinsic value between the effective exercise price and the market price at the time of conversion of $6.0 million. The BCF was included in additional paid in capital. As a result of the down-round protection on the warrants, they have been accounted for as a derivative liability upon issuance and at September 30, 2015. At inception, the Notes balance and unamortized discount in millions were as follows: Notes $ 15,000 Discount attributable to warrants (5,980 ) Discount attributable to BCF (5,970 ) Carrying amount of Notes at inception $ 3,050 As of September 30, 2015, both Investors were issued and aggregate of 6,548,225 shares of common stock when the Investor converted $8.1 million of principal and $0.3 million of interest into shares of commons stock. At September 30, 2015, the unamortized discount on the Notes is approximately $4.8 million. The following table reflects the Notes at September 30, 2015: Notes $ 6,425 Less: Current portion of Notes discount (4,779 ) Carrying amount of Notes at September 30, 2015 $ 1,646 The following table summarizes the charges to interest, amortization and other expense, net for the nine months ended September 30, 2015: Interest expense on Notes $ 434 Accretion of Note discount $ 7,171 |
Note 7 - Agreements with Atmel
Note 7 - Agreements with Atmel Corporation and CIT Technology LTD. | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Text Block Supplement [Abstract] | |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | Note 7 — Agreements with Atmel Corporation and CIT Technology LTD. Atmel Corporation Asset Acquisition and License Agreements On April 16, 2015 (the “Effective Date”), Uni-Pixel Displays, Inc. (“Displays”) acquired from Atmel Corporation (“Atmel”), pursuant to the terms of a Purchase and Sale Agreement, a Patent License Agreement, an IP License Agreement, a Bill of Sale and Assignment and Assumption Agreement and two leases for real property, certain assets used for the production of capacitive touch sensors comprised of fine lines of copper metal photo lithographically patterned and plated on flexible plastic film (the “Touch Sensors”). $450,000 was paid for the machinery, parts and equipment needed to manufacture the Touch Sensors and the existing inventory on hand. Displays paid this amount with a secured promissory note due on or before the earlier of (i) the second anniversary of the Effective Date or (ii) the sale of equity and/or debt securities after the Effective Date pursuant to which Displays or any affiliate of our receives gross proceeds of no less than $5 million. While the promissory note is secured, the security interest will be subordinate to the security interest held by the Investors, as discussed in Note 6. Interest accrues on the unpaid principal amount at a rate equal to 2% per annum compounded Through the Patent License Agreement, Atmel licensed to Displays a non-sublicensable, worldwide, royalty-bearing license under its Touch Sensors patents to make or have made, use, offer for sale, sell, and import the Touch Sensors. In consideration for this license, Displays agreed to pay an annual royalty fee during the initial five year term of the license (the “Initial Term”) of the greater of $3.25 million or 3.33% of the total net sales (as defined in the Patent License Agreement) of the Touch Sensors during the Initial Term. Displays has the right to renew the license for a term of 10 years. If Displays exercises this right, the annual royalty fee will consist of 2.5% of the total net sales of the Touch Sensors until it reaches a total of $16.75 million, at which time no further annual royalty fees will be due. Upon execution of the Patent License Agreement, Displays paid a non-refundable, non-returnable prepayment of minimum annual royalty fees of $9.33 million (the “Royalty Prepayment”). The Royalty Prepayment will be applied to the annual royalty fees Displays owes under the Patent License Agreement. If, during the Initial Term, Displays’ cash balances as of the quarter end immediately prior to the date of the royalty period to which an unpaid annual royalty relates is less than $30 million, it may pay the annual royalty fee with a secured promissory note. If Displays decides to pay the annual royalty fee with a secured promissory note, the security interest will be subordinate to the security interest held by the Investors, as discussed in Note 6. Atmel has agreed that it will not enter into a license agreement for the licensed patents that is effective prior to the second anniversary of the Effective Date. Through the IP License Agreement, Atmel licensed to Displays a non-sublicensable, worldwide, royalty-free license to the intellectual property necessary to make or have made, use, offer for sale, sell, and import the Touch Sensors. The term of the IP License Agreement is co-extensive with the term of the Patent License Agreement. Atmel has agreed that it will not enter into a license agreement for the licensed intellectual property that is effective prior to the second anniversary of the Effective Date. As part of the asset acquisition, Displays also entered into leases with Atmel Corporation for Building 2 and Building 4, both of which are located at 1150 E. Cheyenne Mountain Boulevard, Colorado Springs, Colorado. The term of each lease is 18 months (the “Primary Lease Term”). The term of each lease may be extended for two additional six month periods. During the Primary Lease Term, the initial base rent for each of Building 2 and Building 4 will be $100 per month. During the first renewal term, the monthly base rent for Building 2 will be $5,625 and during the second renewal term the monthly base rent will be $8,437.50. During the first renewal term, the monthly base rent for Building 4 will be $39,375 and during the second renewal term the monthly base rent will be $59,062.50. Aside from the base rent, Displays is responsible for the payment of its share of operating expenses attributable to the buildings, real estate taxes attributable to the buildings, sales and personal property taxes, utilities and additional services provided by Atmel (as defined in the leases). Transition Services Agreement In conjunction with the above-described transaction, Displays and Atmel entered into a Transition Services Agreement. Pursuant to the Transition Services Agreement, Atmel agreed to provide the following services for the periods described: (i) quality assurance and failure analysis services for the XTouch Touch Sensors for a period of six months starting from the Effective Date, (ii) operations services for a period of 30 days starting from the Effective Date and (iii) other services, as those are defined in the Transition Services Agreement, for a period of three months starting from the Effective Date. In exchange for the services, Displays has agreed to pay reasonable and documented direct costs incurred by Atmel in performing the services together with actual out-of-pocket third-party expenses reasonably incurred by Atmel in providing the services. The service fees include, but are not limited to, (a) the actual out-of-pocket employment costs (base salary, payroll taxes and out-of-pocket medical benefits) for the individuals performing the services (based on the actual time expended by such individuals in performing the services), (b) costs of materials, (c) the actual out-of-pocket third-party expenses reasonably incurred by Atmel in providing the services, and (d) direct supervisory and management expenses incurred by Atmel in providing the services. On the Effective Date, we paid $0.4 million to Atmel and was applied against certain designated services. CIT Technology Ltd. License Agreements and Manufacturing and Technology Transfer Agreement On the Effective Date Displays entered into an FLT (Fine Line Technology) Patent License Agreement (the “CIT Patent License Agreement”), an FLT (Fine Line Technology) Intellectual Property License Agreement (the “CIT IP License Agreement”) and a Manufacturing and Technology Transfer Agreement (the “Manufacturing Agreement”) with CIT Technology Ltd. (“CIT”). Through the CIT Patent License Agreement, CIT licensed to Displays a non-sublicensable, worldwide, royalty-bearing license under its fine line technology (“FLT”) patents to make or have made, use, offer for sale, sell, and import licensed FLT products (the “Licensed Products”), which are defined as capacitive touch sensors comprising fine lines of copper metal printed on flexible plastic film. In consideration for this license, Displays agreed to pay an annual royalty fee during the initial five year term of the license (the “Initial License Term”) of the greater of $1.65 million or 1.67% of the total net sales (as defined in the CIT Patent License Agreement) of the Licensed Products during the Initial License Term. Displays has the right to renew the license for a term of 10 years. If Displays exercises this right, the annual royalty fee will consist of 1.67% of the total net sales of the Licensed Products until it reaches a total of $8.25 million, at which time no further annual royalty fees will be due. Further, the total royalty fees payable for the initial 5 year term and the subsequent 10 year term is capped at $30 million. Upon execution of the CIT Patent License Agreement, Displays paid a non-refundable, non-returnable prepayment of minimum annual royalty fees of $4.67 million (the “CIT Royalty Prepayment”). The CIT Royalty Prepayment will be applied to the annual royalty fees Displays owes under the CIT Patent License Agreement. If, during the Initial License Term, Displays’ cash balances as of the quarter end immediately prior to the date of the royalty period to which an unpaid annual royalty relates is less than $30 million, Displays may pay the annual royalty fee with a secured promissory note. If Displays decides to pay the annual royalty fee with a secured promissory note, the security interest will be subordinate to the security interest held by the Investors, as discussed in Note 6. CIT has agreed that it will not enter into a license agreement for the licensed patents as they relate to the Licensed Products that is effective prior to the second anniversary of the Effective Date. Through the CIT IP License Agreement, CIT licensed to Displays a non-sublicensable, worldwide, royalty-free license to the intellectual property necessary to make or have made, use, offer for sale, sell, and import the Licensed Products. The term of the CIT IP License Agreement is co-extensive with the term of the CIT Patent License Agreement. CIT has agreed that it will not enter into a license agreement for the licensed intellectual property as it relates to the Licensed Products that is effective prior to the second anniversary of the Effective Date. Through the Manufacturing Agreement, which has a term of six months, Displays has agreed that for a period of 16 consecutive weeks it will order, on a weekly basis, 11,500 linear meters of coated film manufactured by CIT at a cost of $7.90 per linear meter (the “Initial Purchase Order”). Following this order, CIT will use all reasonable efforts to procure production materials for the coated film based on 11,500 linear meters per week for the remainder of the term. If Displays requires a lower volume of coated film, it has agreed to purchase all of CIT’s inventory of materials at cost, to the extent the inventory represents the unused quantity of such materials by reference to the six month forecast. Displays extended the term of the Manufacturing Agreement to October 31, 2015. Any requirement for monthly quantities different from those set out in the Initial Purchase Order will be subject to CIT’s prior written agreement. Because Displays intended to transfer the coated film manufacturing process to the facility in Colorado Springs, Colorado within 100 days of the Effective Date, CIT agreed to provide reasonable assistance to (i) train the Displays’ staff at its facilities in Cambridge, England in the operation of the coating line and the manufacture of ink, (ii) make CIT personnel available to travel to the facility in Colorado Springs, Colorado to train Displays’ personnel in the operation of the coating line, (iii) advise Displays on the procurement of inks, chemicals and equipment necessary to manufacture the coated film and (iv) provide Displays with information regarding the chemicals, materials and consumable items needed for the manufacturing process. Any reasonable costs and expenses incurred by CIT in relation to these requirements will be reimbursed to CIT by Displays. |
Note 8 - Loss on Discontinued O
Note 8 - Loss on Discontinued Operations | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Note 8 — Loss on Discontinued Operations On April 22, 2015, the Company, through its wholly owned subsidiary, Uni-Pixel Displays, Inc. (“Displays”), exercised its right to terminate that certain Manufacturing Facility Installation and Supply Agreement dated April 15, 2013 (the “Supply Agreement”), which was entered into by Displays and Eastman Kodak Company (“Kodak”). The term of the Supply Agreement was to end on December 31, 2017. Uni-Pixel did not renew that certain Joint Development Agreement dated February 5, 2013, also with Kodak, which was related to flexible patterned conductive films. In connection with the discontinued operations, the Company took a $7.6 million write down on equipment in the second quarter of 2015. On August 17, 2015, the Company transferred all assets to Kodak with a net book value of $0. The Company wrote down all the assets transferred in the second quarter. In addition, the Company granted Kodak an exclusive, perpetual, irrevocable, worldwide, royalty-free license with the right to sublicense. This exclusive license is for Know-How that was developed before July 23, 2015 and is owned by the Uni-Pixel. In addition, the license included patents related to the Kodak agreement. Furthermore, the Company granted a non-exclusive license for any Know-How that was created between July 24, 2015 and the effective date of the agreement. In addition, the Company granted a non-exclusive license patent for any applications, which are owned or licensable by the Company, that have a first effective filing date on or before July 24, 2015. |
Note 9 - Fair Value Measurement
Note 9 - Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 9 — Fair Value Measurements The Company accounts for its financial assets and liabilities that are remeasured and reported at fair value at each reporting period and non-financial assets and liabilities that are remeasured and reported at fair value at least annually. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. The Company’s financial assets consist solely of cash and cash equivalents and accounts receivable. The derivative liability is a Level 3 financial liability. The change in Level 3 financial instruments were as follows: Balance at December 31, 2014 $ -- Fair value of warrants on April 16, 2015 5,980 Gain on change in fair value of warrants (4,991 ) Balance at September 30, 2015 $ 989 |
Note 10 - Revenue and Credit Co
Note 10 - Revenue and Credit Concentrations | 9 Months Ended |
Sep. 30, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | Note 10 — Revenue and Credit Concentrations During the nine months ended September 30, 2015 and 2014, revenues by customers with more than 10% of revenue were as follows: Nine months ended September 30, 2015 Nine months ended September 30, 2014 Amount % Amount % Company A $ 1,839 64 % $ - - % Company B 930 32 % - - Total $ 2,769 96 % $ - - % As of September 30, 2015 and December 31, 2014 customers with more than 10% of accounts receivables balances were as follows: As of September 30, 2015 As of December 31, 2014 Amount % Amount % Company A $ 440 47 % $ - - % Company B 492 53 % - - Total $ 932 100 % $ - - % |
Note 11 - Subsequent Event
Note 11 - Subsequent Event | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 11 — Subsequent Event On October 15, 2015, the Company issued 95,309 shares of its common stock, $0.001 par value, to Capital Ventures International in payment of $83,333 and $2,812.50 of interest. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Examples include provision for excess and obsolete inventory, provisions for bad debts, useful lives of property and equipment and intangible assets, impairment of property and equipment and intangible assets, deferred taxes, valuation of warrants and beneficial conversion feature on debt, derivative liability, and the provision for and disclosure of litigation and loss contingencies and stock based compensation. Actual results may differ materially from those estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Statements of cash flows For purposes of the statements of cash flows, we consider all highly liquid investments (i.e., investments which, when purchased, have original maturities of three months or less) to be cash equivalents. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of credit risk We maintain our cash with major U.S. domestic banks. The amounts held in interest bearing accounts periodically exceed the Federal Deposit Insurance Corporation (“FDIC”) insured limit of $250,000 at September 30, 2015 and December 31, 2014. The amounts held in these banks exceeded the insured limit of $250,000 as of September 30, 2015 and December 31, 2014. We have not incurred losses related to these deposits. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted cash As of September 30, 2015 we had restricted cash of $6.0 million. This amount represents $6.0 million we are required to maintain on our balance sheets in accordance with the terms of the Securities Purchase Agreement we entered into on April 16, 2015 for the sale of our Senior Secured Convertible Promissory Notes. As of December 31, 2014, we had restricted cash of $17,439. This amount secured certain obligations under our lease agreement for our facility located in The Woodlands, Texas as of December 31, 2014. The restricted cash is reflected in a short-term classification based on its anticipated liquidation. |
Receivables, Policy [Policy Text Block] | Accounts Receivable The carrying value of our accounts receivable, net of allowance for doubtful accounts, represents their estimated net realizable value. We estimate the allowance for doubtful accounts based on type of customer, age of outstanding receivable, historical collection trends, and existing economic conditions. If events or changes in circumstances indicate that a specific receivable balance may be unrealizable, further consideration is given to the collectability of those balances, and the allowance is adjusted accordingly. Receivable balances deemed uncollectible are written off against the allowance. We have $0.9 million and $0 accounts receivable balances at September 30, 2015 and December 31, 2014, respectively, none of which was reserved as uncollectible. |
Inventory, Policy [Policy Text Block] | Inventory Inventory is stated at the lower of cost or market. Cost is determined using standard cost, which approximates the first-in, first-out method. Adjustments to reduce the carrying value of inventory to its net realizable value are made for estimated excess, obsolete or impaired balances. These adjustments are measured as the excess of the cost of the inventory over its market value based upon assumptions about future demand and charged to cost of revenue. At the point of the loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration of the original cost basis or increases in the newly established cost basis. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and equipment Property and equipment, consisting primarily of production equipment, lab equipment, computer equipment, software, leasehold improvements, and office furniture and fixtures is carried at cost less accumulated depreciation and amortization. Depreciation and amortization for financial reporting purposes is provided by the straight-line method over the estimated useful lives of three to five years. Leasehold improvements are amortized using the straight-line method over the remaining lease term or the life of the asset, whichever is shorter. The cost of repairs and maintenance is charged as an expense as incurred. Gains or losses related to retirements or dispositions of fixed assets are recognized in the period incurred. |
Debt, Policy [Policy Text Block] | Convertible debt The Company accounts for its convertible debt as equal to its proceeds, less discounts. The Company records discounts on its convertible debt for the fair value of freestanding and embedded derivatives and beneficial conversion features associated with the issuance of the debt. Discounts are amortized over the life of the convertible debt. The convertible debt is presented on the face of the financial statement as proceeds less the balance of unamortized discounts. |
Derivatives, Policy [Policy Text Block] | Derivative liabilities In accordance with ASC 815-40-25 and ASC 815-10-15 Derivatives and Hedging and ASC 480-10-25 Liabilities-Distinguishing from Equity, the Company’s convertible notes are accounted for net, outside of shareholder’s equity and warrants are accounted for as liabilities at their fair value during periods where the full ratchet anti-dilution provision is in effect. The warrants are accounted for a liability at their fair value at each reporting period. The value of the derivative warrant liability will be re-measured at each reporting period with changes in fair value recorded as earnings. To derive an estimate of the fair value of these warrants, a binomial model is utilized that computes the impact of share dilution upon the exercise of the warrant shares. This process relies upon inputs such as shares outstanding, estimated stock prices, strike price and volatility assumptions to dynamically adjust the payoff of the warrants in the presence of the dilution effect. |
Revenue Recognition, Policy [Policy Text Block] | Revenue recognition The Company sells its products to original equipment manufacturers (“OEMs”) and distributors and recognizes revenue when the rights and risks of ownership have passed to the customer, when persuasive evidence of an arrangement exists, the product has been delivered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured. Allowances for sales returns and other credits are recorded at the time of sale. Contracts and customer purchase orders are used to determine the existence of an arrangement. Shipping documents are used to verify delivery. The Company assesses whether the price is fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. The Company assesses collectability based primarily on the creditworthiness of the customer as determined by credit checks and analysis, as well as the customer’s payment history. Sales terms do not include post-shipment obligations except for product warranty. Advance payments are deferred until shipment of product has occurred or the service has been rendered. Revenue from licenses and other up-front fees are recognized on a ratable basis over the term of the respective agreement. Revenue on certain fixed price contracts where we provide research and development services is recognized over the contract term based on achievement of milestones. When the contracts provide for milestone or other interim payments, the Company will recognize revenue under the milestone method. Contracts with Dell, Inc. (“Dell”) and Intel Corporation (“Intel”) entered into during 2012 and 2013, respectively, are being accounted for under the milestone method. The milestone method requires the Company to designate all milestone payments within each contract as either substantive or non-substantive. That conclusion is determined based upon a thorough review of each contract and the deliverables to be made by the Company pursuant to each contract. For substantive milestones, the Company concludes that upon achievement of each milestone, the amount of the corresponding defined payments is commensurate with the effort required to achieve such milestone or the value of the delivered item. The payment associated with each milestone relates solely to past performance and is deemed reasonable upon consideration of the deliverables and the payment terms within the contract. For non-substantive milestones, including advance payments, the recognition of such payments is pro-rated to the substantive milestones. In December 2012, the Company and Dell entered into a touch sensor Preferred Price and Capacity License Agreement and entered into Statement of Work Number One (collectively, the “Original Agreement”) to manufacture specified touch sensors. Statement of Work Number One had three phases and three milestones. The three phases were as follows: · Phase 1 – The parties were to engage with designated manufacturers to design product solutions based on the Company’s technology · Phase 2 - The Company was to deliver production-quality samples of products based on Dell’s specifications for specific products · Phase 3 – The Company was to deliver to the designated manufacturers production-level volumes in calendar year 2013 The three milestones were as follows: · Milestone 1 – Execution of contract (non-substantive) and completion of new plating manufacturing facility per specifications on or about April 30, 2013 (substantive) - $5.0 million · Milestone 2 – Deliver production quality metal mesh sensors on or around July 31, 2013 (substantive) - $5.0 million · Milestone 3 – Production purchase order at production level volumes to be delivered in calendar year 2013 (non-substantive) - $5.0 million During 2013, we recognized $5.0 million of revenue from Dell as non-recurring engineering revenue under the milestone method for completion of Milestone 1. Because this was a one-time payment, the Company does not believe that the loss of this customer would have a material adverse effect on the Company’s business. Effective February 25, 2014, the Company and Dell entered into Amendment No. 1 to Statement of Work No. 1 (the “Amendment”). The Amendment affirmed that the parties had agreed not to proceed with Phase 2 and Phase 3 as described in the Original Agreement and agreed that, as a result, no further payments were due to the Company. The Amendment also revised the Milestone 2 due date from July 31, 2013 to June 30, 2014 and terminated the exclusivity option relating to notebook computers. No further amendments to the Original Agreement have been entered into. In April 2013, we entered into an agreement with Intel (the “Agreement”), whereby we were to receive $10.0 million of cash proceeds to assist us in increasing our production capacity. Under the terms of the Agreement, there were two milestones with related contingent consideration of $5 million for each milestone plus certain commissions as described below. The Agreement required us to purchase certain equipment, which we purchased in 2013 and which we considered not a substantive milestone. The Agreement required us to have the capability to produce at least 1 million sensor units per month (as defined in the Agreement) by April 2014, which we considered a substantive milestone. We received $5.0 million in May 2013, which was non-refundable and is recorded as accrued liabilities in the accompanying consolidated balance sheet at September 30, 2015 and as deferred revenue at December 31, 2014. Upon achieving the deliverables of the Agreement, we would have paid a commission to Intel of 10% on revenue derived from the sales of InTouch sensors made directly to Intel or to those of Intel’s manufacturing partners that use Intel’s Preferred Price and Capacity License Agreement (“Designated Customers”). The commission amount was to be paid until the aggregate commissions paid equaled the commission cap of $18.5 million. The term of the Agreement is the later of 3 years or the full payment of the commission cap. If the Company committed a material breach of the license agreement, certain equipment of the Company with an original cost of approximately $10.1 million would be assigned to Intel to make Intel whole on any remaining amounts due under the commission cap of $18.5 million. In April 2014, we entered into the First Amendment to the Capacity License Agreement with Intel (the “Amended Agreement”). The Amended Agreement modified the original Agreement terms as follows: 1) the inability of the Company to reach, by April 2014, the minimum production capability and the required quality standards specified in the Agreement no longer constitute a material breach of the Agreement; 2) the total amount of cash proceeds to be received was reduced from $10.0 million to $5.0 million, which included the $5.0 million we received in May 2013; 3) the cap on the commission amount was reduced from $18.5 million to $6.25 million; 4) the term “commission” is defined as 10% of gross revenue from the sale of all sensors sold by the Company, which includes sales of sensors to all customers including, but not limited to, Intel and its Designated Customers; 5) if the Company becomes the subject of any proceeding under any bankruptcy, insolvency or liquidation law, the Company will assign all title and ownership to certain designated equipment (the “Equipment”) to Intel; and 6) if the Company materially breaches the Amended Agreement, which breach is not cured within 30 days after receipt of notice from Intel, the Company may choose to either (A) pre-pay the cap on the commission to Intel (less the total of all previously paid commissions) or (B) assign all title and ownership to the Equipment to Intel. The only remaining milestone of the Amended Agreement is the capability to produce at least 1 million sensors units per month. As the Company has discontinued its joint development activities with Kodak to develop, manufacture and market touch sensors based on the InTouch technology (Note 8), the Company is currently in discussions with Intel regarding the Capacity License Agreement. Therefore the $5.0 million that Intel funded pursuant to the Capacity License Agreement to support the increase in production capacity for that technology has now been reclassified from deferred revenue to accrued liabilities in the accompanying balance sheet pending further discussion with Intel. |
Earnings Per Share, Policy [Policy Text Block] | Loss per share data Basic loss per share is calculated based on the weighted average common shares outstanding during the period. Diluted earnings per share also gives effect to the dilutive effect of stock options, warrants (calculated based on the treasury stock method), convertible notes and convertible preferred stock. The Company does not present diluted earnings per share for years in which it incurred net losses as the effect is antidilutive. At September 30, 2015, 698,400 restricted shares and 2,245,124 options and 1,441,580 warrants to purchase shares of common stock at exercise prices ranging from $1.24 to $38.70 per share were outstanding, and were not included in the computation of diluted earnings per share as their effect would be anti-dilutive. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently issued accounting pronouncements Accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. |
Description of New Accounting Pronouncements Not yet Adopted [Text Block] | Accounting Guidance Not Yet Effective Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations and cash flows. |
Note 3 - Commitments and Cont19
Note 3 - Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future minimum lease commitments as of September 30, 2015 are as follows: Year Ending December 31 Three months ending 2015 $ 127 2016 279 2017 148 2018 75 2019 -- 2020 -- Thereafter -- Total $ 629 |
Note 4 - Equity, Stock Plan a20
Note 4 - Equity, Stock Plan and Warrants (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of the changes in the total stock options outstanding during the nine months ended September 30, 2015 follows: Weighted Average Options Exercise Price Outstanding and expected to vest, at December 31, 2014 2,061,344 $ 10.00 Granted 574,000 $ 1.57 Forfeited or expired (377,720 ) $ 13.62 Exercised (12,500 ) $ 6.00 Outstanding and expected to vest, at September 30, 2015 2,245,124 $ 7.26 Vested and exercisable at September 30, 2015 1,751,002 $ 8.28 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The fair values of the Company’s options were estimated on the date of grant using the Black-Scholes valuation model with the following weighted-average assumptions: Three Months ended September 30, 2015 Three Months ended September 30, 2014 Nine Months ended September 30, 2015 Nine Months ended September 30, 2014 Expected life (years) 5 years 5 years 5 years 5 years Interest rate 1.63 % 1.59 to 1.74 % 1.31 to 1.63 % 1.59 to 1.74 % Dividend yield — — — — Volatility 157.66% 136.96 to 138.73 % 144.34 to 157.66 % 129.58 to 138.73 % Forfeiture rate — — — — Weighted average fair value of options granted $ 1.15 $ 6.77 $ 1.41 $ 7.02 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Information regarding outstanding warrants as of September 30, 2015 is as follows: Grant date Warrants Outstanding Exercisable Weighted Exercise Price Remaining Life (Years) June 10, 2009 15,796 15,796 $ 7.50 3.68 August 31, 2009 24,934 24,934 $ 7.50 3.68 October 2, 2009 205,000 205,000 $ 5.00 4.08 March 15, 2010 8,337 8,337 $ 7.50 4.25 April 5, 2010 930 930 $ 7.50 4.25 December 15, 2010 35,462 35,462 $ 6.00 0.17 April 16, 2015 1,151,121 1,151,121 $ 9.63 4.50 Total 1,441,580 1,441,580 |
Note 5 - Property and Equipme21
Note 5 - Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | A summary of the components of property and equipment at September 30, 2015 and December 31, 2014 are as follows: Estimated Useful Lives September 30, 2015 December 31, 2014 Production equipment 3 years $ 1,826 $ — Research and development equipment 3 to 5 years 3,801 13,668 Leasehold improvements 5 years 210 385 Computer equipment 5 years 98 97 Office equipment 3 to 5 years 95 95 Construction-in-progress 131 122 6,161 14,367 Accumulated depreciation (4,226 ) (10,867 ) Property and equipment, net $ 1,935 $ 3,500 |
Note 6 - Senior Secured Conve22
Note 6 - Senior Secured Convertible Notes and Warrants (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Debt [Table Text Block] | At inception, the Notes balance and unamortized discount in millions were as follows: Notes $ 15,000 Discount attributable to warrants (5,980 ) Discount attributable to BCF (5,970 ) Carrying amount of Notes at inception $ 3,050 Notes $ 6,425 Less: Current portion of Notes discount (4,779 ) Carrying amount of Notes at September 30, 2015 $ 1,646 |
Schedule of Debt [Table Text Block] | The following table summarizes the charges to interest, amortization and other expense, net for the nine months ended September 30, 2015: Interest expense on Notes $ 434 Accretion of Note discount $ 7,171 |
Note 9 - Fair Value Measureme23
Note 9 - Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The change in Level 3 financial instruments were as follows: Balance at December 31, 2014 $ -- Fair value of warrants on April 16, 2015 5,980 Gain on change in fair value of warrants (4,991 ) Balance at September 30, 2015 $ 989 |
Note 10 - Revenue and Credit 24
Note 10 - Revenue and Credit Concentrations (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Customer Concentration Risk [Member] | |
Note 10 - Revenue and Credit Concentrations (Tables) [Line Items] | |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | During the nine months ended September 30, 2015 and 2014, revenues by customers with more than 10% of revenue were as follows: Nine months ended September 30, 2015 Nine months ended September 30, 2014 Amount % Amount % Company A $ 1,839 64 % $ - - % Company B 930 32 % - - Total $ 2,769 96 % $ - - % |
Credit Concentration Risk [Member] | |
Note 10 - Revenue and Credit Concentrations (Tables) [Line Items] | |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | As of September 30, 2015 and December 31, 2014 customers with more than 10% of accounts receivables balances were as follows: As of September 30, 2015 As of December 31, 2014 Amount % Amount % Company A $ 440 47 % $ - - % Company B 492 53 % - - Total $ 932 100 % $ - - % |
Note 1 - Basis of Presentatio25
Note 1 - Basis of Presentation, Business and Organization (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2015 | Apr. 16, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 |
Note 1 - Basis of Presentation, Business and Organization (Details) [Line Items] | |||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | |||
Retained Earnings (Accumulated Deficit) | $ (143,618) | $ (112,168) | |||
Cash and Cash Equivalents, at Carrying Value | 2,178 | 23,663 | $ 26,824 | $ 39,370 | |
Restricted Cash and Cash Equivalents, Current | $ 6,004 | $ 0 | |||
Atmel Corporation-XTouch [Member] | Convertible Debt [Member] | |||||
Note 1 - Basis of Presentation, Business and Organization (Details) [Line Items] | |||||
Debt Instrument, Face Amount | $ 15,000 | ||||
Restricted Cash and Cash Equivalents, Current | $ 6,000 |
Note 2 - Summary of Significa26
Note 2 - Summary of Significant Accounting Policies (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Apr. 30, 2014USD ($) | May. 31, 2013USD ($) | Apr. 30, 2013USD ($) | Sep. 30, 2015USD ($)$ / sharesshares | Dec. 31, 2013USD ($) | Dec. 31, 2014USD ($) | |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 | ||||
Restricted Cash and Cash Equivalents, Current | 6,004,000 | 0 | ||||
Accounts Receivable, Net, Current | 932,000 | 0 | ||||
Revenue Other Manufactured Products | $ 5,000,000 | |||||
Deferred Revenue, Current | $ 35,000 | 5,000,000 | ||||
Restricted Stock [Member] | ||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | shares | 698,400 | |||||
Employee Stock Option [Member] | ||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | shares | 2,245,124 | |||||
Warrant [Member] | ||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | shares | 1,441,580 | |||||
Agreement with Eco-System Partners [Member] | ||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Revenue Other Manufactured Products | $ 5,000,000 | |||||
Proceeds to be Received in Increase Production | $ 10,000,000 | |||||
Commisson, Percentage | 10.00% | |||||
Revenue Agreement, Term | 3 years | |||||
Payments to Acquire Machinery and Equipment | $ 10,100,000 | |||||
First Amendment to Agreement with Eco-System Partner [Member] | ||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Proceeds to be Received in Increase Production | $ 5,000,000 | |||||
Securities Purchase Agreement [Member] | ||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Restricted Cash and Cash Equivalents, Current | $ 6,000,000 | |||||
Cash [Member] | ||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Restricted Cash and Cash Equivalents, Current | $ 17,000 | |||||
Minimum [Member] | ||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Property, Plant and Equipment, Useful Life | 3 years | |||||
Minimum [Member] | Options and Warrants [Member] | ||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Net Income, Per Outstanding Unit, Amount (in Dollars per share) | $ / shares | $ 1.24 | |||||
Minimum [Member] | Agreement with Eco-System Partners [Member] | ||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Number of Units Produced, Capability Requirement | 1,000,000 | |||||
Minimum [Member] | First Amendment to Agreement with Eco-System Partner [Member] | ||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Number of Units Produced, Capability Requirement | 1,000,000 | |||||
Maximum [Member] | ||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Property, Plant and Equipment, Useful Life | 5 years | |||||
Maximum [Member] | Options and Warrants [Member] | ||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Net Income, Per Outstanding Unit, Amount (in Dollars per share) | $ / shares | $ 38.70 | |||||
Maximum [Member] | Agreement with Eco-System Partners [Member] | ||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Fees and Commissions | $ 18,500,000 | |||||
Maximum [Member] | First Amendment to Agreement with Eco-System Partner [Member] | ||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Fees and Commissions, Other | $ 6,250,000 |
Note 3 - Commitments and Cont27
Note 3 - Commitments and Contingencies (Details) | Apr. 30, 2015USD ($)shares | Apr. 16, 2015USD ($) | Apr. 13, 2015USD ($)shares | Nov. 30, 2014USD ($)shares | Apr. 30, 2014USD ($) | May. 31, 2013USD ($) | Apr. 30, 2013USD ($) | Sep. 30, 2015USD ($)ft² | Dec. 31, 2013USD ($) | Dec. 31, 2014USD ($) |
Note 3 - Commitments and Contingencies (Details) [Line Items] | ||||||||||
Deferred Revenue, Current | $ 35,000 | $ 5,000,000 | ||||||||
Revenue Other Manufactured Products | $ 5,000,000 | |||||||||
Chief Executive Officer [Member] | ||||||||||
Note 3 - Commitments and Contingencies (Details) [Line Items] | ||||||||||
Other Commitments, Description | The Company has agreed that, if the employment of Jeff Hawthorne, the Company’s Chief Executive Officer and President, is terminated as a result of a Change of Control, Mr. Hawthorne will receive a severance payment consisting of 2 times his annual base salary and all unvested options and restricted shares of stock shall become vested immediately. | |||||||||
Chief Financial Officer [Member] | ||||||||||
Note 3 - Commitments and Contingencies (Details) [Line Items] | ||||||||||
Other Commitments, Description | The Company has also agreed that, if the employment of Christine Russell, the Company’s Chief Financial Officer, is terminated during the period that begins when negotiations for a Change in Control (as defined in the offer letter dated May 21, 2015) begin and ends on the nine month anniversary of the closing of the Change in Control transaction and such termination is not a termination for any other reason, (i) Ms. Russell will receive a severance payment equal to one year of her annual salary, (ii) all unvested equity awards she may have received during her employment will, to the extent that such awards are unvested, immediately vest and (iii) should she elect to continue to receive group health benefits under COBRA, for a period of 12 months following her termination the Company will pay the premiums for her continuation coverage, up to a maximum of $1,500 per month. | |||||||||
Building and Building Improvements [Member] | ||||||||||
Note 3 - Commitments and Contingencies (Details) [Line Items] | ||||||||||
Area of Real Estate Property (in Square Feet) | ft² | 13,079 | |||||||||
Lease Expiration Date | Apr. 30, 2016 | |||||||||
Description of Lessee Leasing Arrangements, Operating Leases | right to extend the lease term for two additional five year terms or one term of ten years, at the Company’s option. | |||||||||
Building [Member] | ||||||||||
Note 3 - Commitments and Contingencies (Details) [Line Items] | ||||||||||
Area of Real Estate Property (in Square Feet) | ft² | 7,186 | |||||||||
Lease Expiration Date | May 31, 2016 | |||||||||
Building [Member] | Atmel Corporation-XTouch [Member] | ||||||||||
Note 3 - Commitments and Contingencies (Details) [Line Items] | ||||||||||
Area of Real Estate Property (in Square Feet) | ft² | 28,918 | |||||||||
Lease Expiration Date | Oct. 15, 2016 | |||||||||
Building [Member] | Santa Clara, CA [Member] | ||||||||||
Note 3 - Commitments and Contingencies (Details) [Line Items] | ||||||||||
Area of Real Estate Property (in Square Feet) | ft² | 4,478 | |||||||||
Lessor Leasing Arrangements, Operating Leases, Term of Contract | 36 months | |||||||||
Building 2 and 4 [Member] | ||||||||||
Note 3 - Commitments and Contingencies (Details) [Line Items] | ||||||||||
Description of Lessee Leasing Arrangements, Operating Leases | The term of the lease may be extended for two additional six-month periods | |||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 100 | |||||||||
Building 2 and 4 [Member] | Atmel Corporation [Member] | ||||||||||
Note 3 - Commitments and Contingencies (Details) [Line Items] | ||||||||||
Lease Expiration Date | Oct. 15, 2016 | |||||||||
Description of Lessee Leasing Arrangements, Operating Leases | The term of each lease may be extended for two additional six month periods. | |||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 100 | |||||||||
Lessor Leasing Arrangements, Operating Leases, Term of Contract | 18 months | |||||||||
Building 2, First Renewal Term [Member] | Atmel Corporation [Member] | ||||||||||
Note 3 - Commitments and Contingencies (Details) [Line Items] | ||||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 5,625 | |||||||||
Building 2, Second Renewal Term [Member] | Atmel Corporation [Member] | ||||||||||
Note 3 - Commitments and Contingencies (Details) [Line Items] | ||||||||||
Operating Leases, Rent Expense, Minimum Rentals | 8,437.50 | |||||||||
Building 4, First Renewal Term [Member] | Atmel Corporation [Member] | ||||||||||
Note 3 - Commitments and Contingencies (Details) [Line Items] | ||||||||||
Operating Leases, Rent Expense, Minimum Rentals | 39,375 | |||||||||
Building 4, Second Renewal Term [Member] | Atmel Corporation [Member] | ||||||||||
Note 3 - Commitments and Contingencies (Details) [Line Items] | ||||||||||
Operating Leases, Rent Expense, Minimum Rentals | 59,062.50 | |||||||||
Two Lawsuites Filed by Conductive Inkjet Technology Limited (CIT) [Member] | ||||||||||
Note 3 - Commitments and Contingencies (Details) [Line Items] | ||||||||||
Loss Contingency, Actions Taken by Court, Arbitrator or Mediator | The Amended Agreement modified the original Agreement terms as follows: 1) the inability of the Company to reach, by April 2014, the minimum production capability and the required quality standards specified in the Agreement no longer constitutes a material breach of the Agreement; 2) the total amount of cash proceeds to be received was reduced from $10.0 million to $5.0 million, which included the $5.0 million we received in May 2013; 3) the cap on the commission amount was reduced from $18.5 million to $6.25 million; 4) the term “commission” is defined as 10% of gross revenue from the sale of all sensors sold by the Company, which includes sales of sensors to all customers including, but not limited to, Intel and its Designated Customers; 5) if the Company becomes the subject of any proceeding under any bankruptcy, insolvency or liquidation law, the Company will assign all title and ownership to certain designated equipment (the “Equipment”) to Intel; and 6) if the Company materially breaches the Amended Agreement, which breach is not cured within 30 days after receipt of notice from Intel, the Company may choose to either (A) pre-pay the cap on the commission to Intel (less the total of all previously paid commissions) or (B) assign all title and ownership to the Equipment to Intel. | |||||||||
Minimum Rentals, Year One [Member] | Building [Member] | Santa Clara, CA [Member] | ||||||||||
Note 3 - Commitments and Contingencies (Details) [Line Items] | ||||||||||
Operating Leases, Rent Expense, Minimum Rentals | 11,785 | |||||||||
Minimum Rentals, Year Two [Member] | Building [Member] | Santa Clara, CA [Member] | ||||||||||
Note 3 - Commitments and Contingencies (Details) [Line Items] | ||||||||||
Operating Leases, Rent Expense, Minimum Rentals | 12,136 | |||||||||
Minimum Rentals, Year Three [Member] | Building [Member] | Santa Clara, CA [Member] | ||||||||||
Note 3 - Commitments and Contingencies (Details) [Line Items] | ||||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 12,500 | |||||||||
Agreement with Eco-System Partners [Member] | ||||||||||
Note 3 - Commitments and Contingencies (Details) [Line Items] | ||||||||||
Proceeds to be Received in Increase Production | $ 10,000,000 | |||||||||
Commisson, Percentage | 10.00% | |||||||||
Revenue Agreement, Term | 3 years | |||||||||
Payments to Acquire Machinery and Equipment | $ 10,100,000 | |||||||||
Revenue Other Manufactured Products | $ 5,000,000 | |||||||||
First Amendment to Agreement with Eco-System Partner [Member] | ||||||||||
Note 3 - Commitments and Contingencies (Details) [Line Items] | ||||||||||
Proceeds to be Received in Increase Production | $ 5,000,000 | |||||||||
Pending Litigation [Member] | Class Action Litigation [Member] | Class Action Litigation [Member] | ||||||||||
Note 3 - Commitments and Contingencies (Details) [Line Items] | ||||||||||
Litigation Settlement, Amount | $ (2,350,000) | |||||||||
Pending Litigation [Member] | Settlement, Cash Portion [Member] | Class Action Litigation [Member] | ||||||||||
Note 3 - Commitments and Contingencies (Details) [Line Items] | ||||||||||
Litigation Settlement, Amount | $ (2,150,000) | |||||||||
Settled Litigation [Member] | Class Action Litigation [Member] | Subsequent Event [Member] | ||||||||||
Note 3 - Commitments and Contingencies (Details) [Line Items] | ||||||||||
Loss Contingency, Settlement Agreement, Date | April 30, 2015 | |||||||||
Loss Contingency, Settlement Agreement, Terms | As a result, the Company issued 430,000 shares of common stock. The cash payment portion of the settlement of $2.35 million was paid from insurance proceeds. | |||||||||
Settled Litigation [Member] | Class Action Litigation [Member] | Settlement, Stock Portion [Member] | ||||||||||
Note 3 - Commitments and Contingencies (Details) [Line Items] | ||||||||||
Share Price, Description | calculated by using the trailing 5 day average stock price from the date of Court approval of the settlement | |||||||||
Settled Litigation [Member] | Class Action Litigation [Member] | Settlement, Stock Portion [Member] | Subsequent Event [Member] | ||||||||||
Note 3 - Commitments and Contingencies (Details) [Line Items] | ||||||||||
Litigation Settlement, Amount | $ (2,150,000) | |||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in Shares) | shares | 430,000 | |||||||||
Settled Litigation [Member] | Shareholder Derivative Litigation [Member] | Subsequent Event [Member] | ||||||||||
Note 3 - Commitments and Contingencies (Details) [Line Items] | ||||||||||
Loss Contingency, Settlement Agreement, Terms | Court approved the settlement of the Shareholder Derivative Litigation, which required the payment of $150,000 in cash and the issuance of 20,833 shares of the common stock. The cash payment portion of the settlement was paid from insurance proceeds. | |||||||||
Settled Litigation [Member] | Shareholder Derivative Litigation [Member] | Settlement, Stock Portion [Member] | Subsequent Event [Member] | ||||||||||
Note 3 - Commitments and Contingencies (Details) [Line Items] | ||||||||||
Litigation Settlement, Amount | $ (125,000) | |||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in Shares) | shares | 20,833 | |||||||||
Settled Litigation [Member] | Shareholder Derivative Litigation [Member] | Settlement, Cash Portion [Member] | Subsequent Event [Member] | ||||||||||
Note 3 - Commitments and Contingencies (Details) [Line Items] | ||||||||||
Litigation Settlement, Amount | $ (150,000) | |||||||||
Minimum [Member] | Agreement with Eco-System Partners [Member] | ||||||||||
Note 3 - Commitments and Contingencies (Details) [Line Items] | ||||||||||
Number of Units Produced, Capability Requirement | 1,000,000 | |||||||||
Minimum [Member] | First Amendment to Agreement with Eco-System Partner [Member] | ||||||||||
Note 3 - Commitments and Contingencies (Details) [Line Items] | ||||||||||
Number of Units Produced, Capability Requirement | 1,000,000 | |||||||||
Minimum [Member] | Pending Litigation [Member] | Class Action Litigation [Member] | Settlement, Stock Portion [Member] | ||||||||||
Note 3 - Commitments and Contingencies (Details) [Line Items] | ||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in Shares) | shares | 358,333 | |||||||||
Maximum [Member] | Agreement with Eco-System Partners [Member] | ||||||||||
Note 3 - Commitments and Contingencies (Details) [Line Items] | ||||||||||
Fees and Commissions | $ 18,500,000 | |||||||||
Maximum [Member] | First Amendment to Agreement with Eco-System Partner [Member] | ||||||||||
Note 3 - Commitments and Contingencies (Details) [Line Items] | ||||||||||
Fees and Commissions, Other | $ 6,250,000 | |||||||||
Maximum [Member] | Settled Litigation [Member] | Class Action Litigation [Member] | Settlement, Stock Portion [Member] | ||||||||||
Note 3 - Commitments and Contingencies (Details) [Line Items] | ||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in Shares) | shares | 430,000 |
Note 3 - Commitments and Cont28
Note 3 - Commitments and Contingencies (Details) - Schedule of Future Minimum Rental Payments for Operating Leases $ in Thousands | Sep. 30, 2015USD ($) |
Schedule of Future Minimum Rental Payments for Operating Leases [Abstract] | |
Three months ending 2015 | $ 127 |
2,016 | 279 |
2,017 | 148 |
2,018 | 75 |
2,019 | 0 |
2,020 | 0 |
Thereafter | 0 |
Total | $ 629 |
Note 4 - Equity, Stock Plan a29
Note 4 - Equity, Stock Plan and Warrants (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($)shares | |
Note 4 - Equity, Stock Plan and Warrants (Details) [Line Items] | ||
Employee Benefits and Share-based Compensation | $ | $ 1,061 | $ 937 |
Stock incentive plans adopted | 4 | |
Share-based Compensation | $ | $ 1,329 | $ 1,845 |
Class of Warrant or Right, Outstanding (in Shares) | 1,441,580 | |
Class of Warrant or Rights, Weighted Average Exercise Price, Outstanding (in Dollars per share) | $ / shares | $ 8.81 | |
Stock Issued, Settlement of Derivative Lawsuit [Member] | ||
Note 4 - Equity, Stock Plan and Warrants (Details) [Line Items] | ||
Stock Issued During Period, Shares, Other (in Shares) | 20,833 | |
Stock Issued, Settlement of Class Action Lawsuit [Member] | ||
Note 4 - Equity, Stock Plan and Warrants (Details) [Line Items] | ||
Stock Issued During Period, Shares, Other (in Shares) | 430,000 | |
Stock Issued, Exercise of Warrants [Member] | ||
Note 4 - Equity, Stock Plan and Warrants (Details) [Line Items] | ||
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares) | 64,699 | |
Directors, Officers and Employees [Member] | ||
Note 4 - Equity, Stock Plan and Warrants (Details) [Line Items] | ||
Stock Issued During Period, Shares, Share-based Compensation, Gross (in Shares) | 105,017 | 35,634 |
Employee Stock Option [Member] | ||
Note 4 - Equity, Stock Plan and Warrants (Details) [Line Items] | ||
Stock Issued During Period, Shares, Conversion of Convertible Securities (in Shares) | 12,500 | 4,000 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 339 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in Shares) | 3,900,001 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in Shares) | 274,275 | |
Share-based Compensation | $ | $ 1,300 | $ 1,800 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ | $ 1,100 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares (in Shares) | (57,000) | |
Employee Stock Option [Member] | Research and Development Expense [Member] | ||
Note 4 - Equity, Stock Plan and Warrants (Details) [Line Items] | ||
Share-based Compensation | $ | $ 800 | 1,200 |
Employee Stock Option [Member] | Selling, General and Administrative Expenses [Member] | ||
Note 4 - Equity, Stock Plan and Warrants (Details) [Line Items] | ||
Share-based Compensation | $ | 500 | 700 |
Employee Stock Option [Member] | Cost of Sales [Member] | ||
Note 4 - Equity, Stock Plan and Warrants (Details) [Line Items] | ||
Share-based Compensation | $ | 46 | |
Restricted Stock [Member] | ||
Note 4 - Equity, Stock Plan and Warrants (Details) [Line Items] | ||
Employee Benefits and Share-based Compensation | $ | $ 1,100 | 900 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ | 1,700 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 21 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (in Shares) | 105,017 | |
Restricted Stock [Member] | Research and Development Expense [Member] | ||
Note 4 - Equity, Stock Plan and Warrants (Details) [Line Items] | ||
Employee Benefits and Share-based Compensation | $ | $ 200 | $ 400 |
Restricted Stock [Member] | Selling, General and Administrative Expenses [Member] | ||
Note 4 - Equity, Stock Plan and Warrants (Details) [Line Items] | ||
Employee Benefits and Share-based Compensation | $ | $ 500 | |
Convertible Debt [Member] | ||
Note 4 - Equity, Stock Plan and Warrants (Details) [Line Items] | ||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 6,548,225 | |
Convertible Debt [Member] | Principal [Member] | ||
Note 4 - Equity, Stock Plan and Warrants (Details) [Line Items] | ||
Debt Conversion, Original Debt, Amount | $ | $ 8,100 | |
Convertible Debt [Member] | Interest [Member] | ||
Note 4 - Equity, Stock Plan and Warrants (Details) [Line Items] | ||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 300,000 |
Note 4 - Equity, Stock Plan a30
Note 4 - Equity, Stock Plan and Warrants (Details) - Schedule of Share-based Compensation, Stock Options, Activity | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Schedule of Share-based Compensation, Stock Options, Activity [Abstract] | |
Outstanding and expected to vest, at December 31, 2014 | 2,061,344 |
Outstanding and expected to vest, at December 31, 2014 | $ / shares | $ 10 |
Granted | 574,000 |
Granted | $ / shares | $ 1.57 |
Forfeited or expired | (377,720) |
Forfeited or expired | $ / shares | $ 13.62 |
Exercised | (12,500) |
Exercised | $ / shares | $ 6 |
Outstanding and expected to vest, at September 30, 2015 | 2,245,124 |
Outstanding and expected to vest, at September 30, 2015 | $ / shares | $ 7.26 |
Vested and exercisable at September 30, 2015 | 1,751,002 |
Vested and exercisable at September 30, 2015 | $ / shares | $ 8.28 |
Note 4 - Equity, Stock Plan a31
Note 4 - Equity, Stock Plan and Warrants (Details) - Schedule of Stock Options, Valuation Assumptions - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Note 4 - Equity, Stock Plan and Warrants (Details) - Schedule of Stock Options, Valuation Assumptions [Line Items] | ||||
Expected life (years) | 5 years | 5 years | 5 years | 5 years |
Interest rate | 1.63% | |||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Volatility | 157.66% | |||
Forfeiture rate | 0.00% | 0.00% | 0.00% | 0.00% |
Weighted average fair value of options granted (in Dollars per share) | $ 1.15 | $ 6.77 | $ 1.41 | $ 7.02 |
Minimum [Member] | ||||
Note 4 - Equity, Stock Plan and Warrants (Details) - Schedule of Stock Options, Valuation Assumptions [Line Items] | ||||
Interest rate | 1.59% | 1.31% | 1.59% | |
Volatility | 136.96% | 144.34% | 129.58% | |
Maximum [Member] | ||||
Note 4 - Equity, Stock Plan and Warrants (Details) - Schedule of Stock Options, Valuation Assumptions [Line Items] | ||||
Interest rate | 1.74% | 1.63% | 1.74% | |
Volatility | 138.73% | 157.66% | 138.73% |
Note 4 - Equity, Stock Plan a32
Note 4 - Equity, Stock Plan and Warrants (Details) - Schedule of Stockholders' Equity Note, Warrants | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding | 1,441,580 |
Warrants Exercisable | 1,441,580 |
Weighted Exercise Price (in Dollars per share) | $ / shares | $ 8.81 |
Warrants Granted June 10, 2009 [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding | 15,796 |
Warrants Exercisable | 15,796 |
Weighted Exercise Price (in Dollars per share) | $ / shares | $ 7.50 |
Remaining Life | 3 years 248 days |
Warrants Granted August 31, 2009 [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding | 24,934 |
Warrants Exercisable | 24,934 |
Weighted Exercise Price (in Dollars per share) | $ / shares | $ 7.50 |
Remaining Life | 3 years 248 days |
Warrants Granted October 2, 2009 [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding | 205,000 |
Warrants Exercisable | 205,000 |
Weighted Exercise Price (in Dollars per share) | $ / shares | $ 5 |
Remaining Life | 4 years 29 days |
Warrants Granted March 15, 2010 [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding | 8,337 |
Warrants Exercisable | 8,337 |
Weighted Exercise Price (in Dollars per share) | $ / shares | $ 7.50 |
Remaining Life | 4 years 3 months |
Warrants Granted April 5, 2010 [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding | 930 |
Warrants Exercisable | 930 |
Weighted Exercise Price (in Dollars per share) | $ / shares | $ 7.50 |
Remaining Life | 4 years 3 months |
Warrants Granted December 15, 2010 [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding | 35,462 |
Warrants Exercisable | 35,462 |
Weighted Exercise Price (in Dollars per share) | $ / shares | $ 6 |
Remaining Life | 62 days |
Warrants Granted April 16, 2015 [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding | 1,151,121 |
Warrants Exercisable | 1,151,121 |
Weighted Exercise Price (in Dollars per share) | $ / shares | $ 9.63 |
Remaining Life | 4 years 6 months |
Note 5 - Property and Equipme33
Note 5 - Property and Equipment (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 3.6 | $ 4.5 |
Asset Impairment Charges | $ 10.2 |
Note 5 - Property and Equipme34
Note 5 - Property and Equipment (Details) - Schedule of Property and Equipment - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | $ 6,161 | $ 14,367 |
Accumulated depreciation | (4,226) | (10,867) |
Property and equipment, net | $ 1,935 | 3,500 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Estimated Useful Lives | 3 years | |
Property and Equipment, Gross | $ 1,826 | 0 |
Other Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | $ 3,801 | 13,668 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Estimated Useful Lives | 5 years | |
Property and Equipment, Gross | $ 210 | 385 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Estimated Useful Lives | 5 years | |
Property and Equipment, Gross | $ 98 | 97 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | 95 | 95 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Gross | $ 131 | $ 122 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Estimated Useful Lives | 3 years | |
Minimum [Member] | Other Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Estimated Useful Lives | 3 years | |
Minimum [Member] | Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Estimated Useful Lives | 3 years | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Estimated Useful Lives | 5 years | |
Maximum [Member] | Other Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Estimated Useful Lives | 5 years | |
Maximum [Member] | Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, Estimated Useful Lives | 5 years |
Note 6 - Senior Secured Conve35
Note 6 - Senior Secured Convertible Notes and Warrants (Details) $ / shares in Units, $ in Thousands | Apr. 16, 2015USD ($)$ / sharesshares | Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) |
Note 6 - Senior Secured Convertible Notes and Warrants (Details) [Line Items] | ||||
Restricted Cash and Cash Equivalents, Current | $ 6,004 | $ 0 | ||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 5,970 | $ 0 | ||
Convertible Debt [Member] | ||||
Note 6 - Senior Secured Convertible Notes and Warrants (Details) [Line Items] | ||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 6,548,225 | |||
Convertible Debt [Member] | Principal [Member] | ||||
Note 6 - Senior Secured Convertible Notes and Warrants (Details) [Line Items] | ||||
Debt Conversion, Original Debt, Amount | $ 8,100 | |||
Convertible Debt [Member] | Interest [Member] | ||||
Note 6 - Senior Secured Convertible Notes and Warrants (Details) [Line Items] | ||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 300,000 | |||
Atmel Corporation-XTouch [Member] | Convertible Debt [Member] | ||||
Note 6 - Senior Secured Convertible Notes and Warrants (Details) [Line Items] | ||||
Debt Instrument, Face Amount | $ 15,000 | |||
Class of Warrant or Rights, Granted | shares | 1,151,121 | |||
Number of Investers | 2 | |||
Equity Method Investment, Ownership Percentage | 65.00% | |||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | |||
Debt Instrument, Maturity Date | Apr. 16, 2016 | |||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 8.47 | |||
Debt Instrument, Convertible, Terms of Conversion Feature | subject to adjustment as set forth in the Notes for stock splits, dividends, recapitalizations and similar events, which equaled 110% of the last closing price of our common stock prior to the execution and delivery of the Securities Purchase Agreement and 85% of the lowest closing sale price during the prior 30 trading day period.Provided there has been no Equity Conditions Failure, as defined in the Notes, we will pay the Installment Amount, as defined in the Notes, by converting all or some of the Installment Amount into common stock (a “Company Conversion”). However, we may also, at our option, pay the Installment Amount by redeeming the Installment Amount in cash (a “Company Redemption”) or by any combination of a Company Conversion and a Company Redemption. Any Company Conversion occurs at a price which is the lower of the Conversion Price and 85% of the lower of the arithmetic average of the 4 lowest daily weighted average prices of the common stock during the prior 12 consecutive trading days and the closing sale price on the prior day. | |||
Debt Instrument, Payment Terms | The Investors have the right to accelerate payment on each monthly redemption date of up to two monthly redemption amounts upon written notice to us, and the Investors have the option to be paid such accelerated amount in common stock as if it were a Company Conversion. The Investors also have the right to defer payment of a monthly redemption amount. | |||
Debt Instrument, Debt Default, Description of Violation or Event of Default | Following an Event of Default, as defined in the Notes, the Investors may require us to redeem all or any portion of the Notes. The redemption amount may be paid in cash or with shares of our common stock, at the election of the Investor, at a price equal to the Event of Default Redemption Price, as defined in the Notes. | |||
Warrants, Term of Warrants | 5 years | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 9.63 | |||
Class of Warrant or Rights, Exercise Price of Warrants or Rights, Description | If, after the Effective Date, we issue or sell, or are deemed to have issued or sold, any shares of common stock (with the exception of certain Excluded Securities, as those are defined in the Warrants) for a consideration per share less than a price equal to the exercise price of the Warrants in effect immediately prior to such issue or sale (or deemed issuance or sale) (a “Dilutive Issuance”), then immediately after the Dilutive Issuance, (x) if the Dilutive Issuance occurs prior to the one year anniversary of the Effective Date, then the exercise price then in effect will be reduced to an amount equal to the product of (A) the exercise price in effect immediately prior to the Dilutive Issuance and (B) the quotient determined by dividing (1) the sum of (I) the product derived by multiplying the exercise price in effect immediately prior to the Dilutive Issuance and the number of Common Shares Deemed Outstanding (as defined in the Warrants) immediately prior to the Dilutive Issuance plus (II) the consideration, if any, received by us on such Dilutive Issuance, by (2) the product derived by multiplying (I) the exercise price in effect immediately prior to the Dilutive Issuance by (II) the number of Common Shares Deemed Outstanding immediately after the Dilutive Issuance and (y) if the Dilutive Issuance occurs after the one year anniversary of the Effective Date but within five years of the Effective Date, the exercise price then in effect will be reduced to an amount equal to the price of the shares of common stock issued in the Dilutive Issuance. The Warrants will be exercisable for cash, but if a prospectus covering the shares of common stock underlying the Warrants is not available, the Investors may exercise the Warrants using a cashless exercise provision. The Warrants may not be exercised if, after giving effect to the exercise, the Investor would beneficially own in excess of 4.99% or 9.99% of the outstanding shares of common stock, depending on the Investor. At the Investor’s option, the cap applicable to the exercise of the Warrants may be raised or lowered to any other percentage not in excess of 9.99%, except that any increase will only be effective upon 61-days’ prior notice to us. | |||
Registration Rights Agreement, Description | In conjunction with the issuance of the Notes and the Warrants, we entered into a Registration Rights Agreement pursuant to which we agreed to file a registration statement covering the sum of (i) 200% of the maximum number of shares underlying the Notes and (ii) the maximum number of shares underlying the Warrants (the “Registrable Securities”). We have agreed to keep any registration statement we file pursuant to the Registration Rights Agreement effective until the earlier of (i) the date as of which the Investors may sell all of the Registrable Securities covered by the Registration Statement without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1) (or any successor thereto) or (ii) the date on which the Investors shall have sold all of the securities covered by such Registration Statement.We were to use our reasonable best efforts to have the registration statement declared effective within 90 days after the Effective Date (the “Registration Statement Effective Date”). If we failed to register the Registrable Securities or the registration statement is not declared effective by the SEC before the Registration Statement Effective Date, or if on any day after the Registration Statement Effective Date, sales of the Registrable Securities required to be included on the Registration Statement cannot be made (collectively, a “Registration Default”), we will pay to each Investor an amount in cash equal to 1% of the aggregate Purchase Price (as that term is defined in the Securities Purchase Agreement) of the Investor’s Registrable Securities, whether or not the Registrable Securities were included in the registration statement, and 1% per month (or a portion thereof pro rata) that the Registration Default continues to exist. We are not required to make these payment if, when a Registration Default occurs, the Investors can freely sell our common stock pursuant to Rule 144 without restriction or limitation. | |||
Secruities Purchase Agreement, Investor Rights | Investors in the offering have the right to participate for no less than 35% of any future offering of our equity or equity equivalent securities until the second anniversary of the Effective Date. | |||
Securities Purchase Agreement, Description | Pursuant to the terms of the Securities Purchase Agreement, we agreed to seek shareholder approval within 60 days of the Effective Date for the issuance of all shares underlying the Notes and the Warrants, as required by NASDAQ Listing Rule 5635(d). So long as shareholder approval is obtained within 60 days of the Effective Date and so long as we have satisfied, or the Investors have waived, certain conditions set forth in the Securities Purchase Agreement, the Investors have committed to investing an additional $5 million of Notes that will be funded on our request within 10 trading days of (a) our receipt shareholder approval and (b) the Registration Statement Effective Date. If such additional Notes are purchased, the number of shares of common stock issuable pursuant to the Warrants will be automatically increased pursuant to their terms. | |||
Restricted Cash and Cash Equivalent Item, Agreement | We have agreed to keep at least $6 million ($8 million if the additional $5 million is funded) of restricted cash on our balance sheet at all times until the Maturity Date or until the outstanding principal amount of the Notes is less than $6 million (or less than $8 million if the additional $5 million is funded), at which time the amount of restricted cash we are required to keep on our balance sheet will be adjusted downward, dollar for dollar. | |||
Restricted Cash and Cash Equivalents, Current | $ 6,000 | |||
Payments of Stock Issuance Costs | 1,700 | |||
Convertible Notes Payable | 3,050 | $ 1,646 | ||
Warrants, Fair Value of Warrants, Granted | 6,000 | |||
Debt Instrument, Convertible, Beneficial Conversion Feature | 5,970 | |||
Debt Conversion, Converted Instrument, Shares Issued | shares | 6,548,225 | |||
Debt Instrument, Unamortized Discount | $ 5,980 | $ 4,779 | ||
Atmel Corporation-XTouch [Member] | Convertible Debt [Member] | Principal [Member] | ||||
Note 6 - Senior Secured Convertible Notes and Warrants (Details) [Line Items] | ||||
Debt Conversion, Original Debt, Amount | 8,100 | |||
Atmel Corporation-XTouch [Member] | Convertible Debt [Member] | Interest [Member] | ||||
Note 6 - Senior Secured Convertible Notes and Warrants (Details) [Line Items] | ||||
Debt Conversion, Original Debt, Amount | $ 300 |
Note 6 - Senior Secured Conve36
Note 6 - Senior Secured Convertible Notes and Warrants (Details) - Schedule of Convertible Debt - USD ($) $ in Thousands | Apr. 16, 2015 | Sep. 30, 2015 | Sep. 30, 2014 |
Note 6 - Senior Secured Convertible Notes and Warrants (Details) - Schedule of Convertible Debt [Line Items] | |||
Discount attributable to BCF | $ (5,970) | $ 0 | |
Atmel Corporation-XTouch [Member] | Convertible Debt [Member] | |||
Note 6 - Senior Secured Convertible Notes and Warrants (Details) - Schedule of Convertible Debt [Line Items] | |||
Notes | $ 15,000 | ||
Discount | (5,980) | (4,779) | |
Discount attributable to BCF | (5,970) | ||
Carrying amount of Notes | $ 3,050 | 1,646 | |
Notes | $ 6,425 |
Note 6 - Senior Secured Conve37
Note 6 - Senior Secured Convertible Notes and Warrants (Details) - Schedule of Interest, Amortization and Other Expenses Related to Debt - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Schedule of Interest, Amortization and Other Expenses Related to Debt [Abstract] | ||||
Interest expense on Notes | $ 434 | |||
Accretion of Note discount | $ 4,049 | $ 0 | $ 7,171 | $ 0 |
Note 7 - Agreements with Atme38
Note 7 - Agreements with Atmel Corporation and CIT Technology LTD. (Details) - USD ($) | Apr. 16, 2015 | Sep. 30, 2015 | Sep. 30, 2014 |
Note 7 - Agreements with Atmel Corporation and CIT Technology LTD. (Details) [Line Items] | |||
Payments to Acquire Property, Plant, and Equipment | $ 623,000 | $ 1,149,000 | |
Building 2 and 4 [Member] | |||
Note 7 - Agreements with Atmel Corporation and CIT Technology LTD. (Details) [Line Items] | |||
Description of Lessee Leasing Arrangements, Operating Leases | The term of the lease may be extended for two additional six-month periods | ||
Operating Leases, Rent Expense, Minimum Rentals | $ 100 | ||
Atmel Corporation [Member] | Machinery and Equipment [Member] | |||
Note 7 - Agreements with Atmel Corporation and CIT Technology LTD. (Details) [Line Items] | |||
Payments to Acquire Property, Plant, and Equipment | $ 450,000 | ||
Debt Instrument, Maturity Date, Description | (i) the second anniversary of the Effective Date or (ii) the sale of equity and/or debt securities after the Effective Date pursuant to which Displays or any affiliate of our receives gross proceeds of no less than $5 million. | ||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | ||
Debt Instrument, Payment Terms | compounded semi-annually and is to be paid in arrears semi-annually, commencing with the six-month anniversary of the Effective Date | ||
Atmel Corporation [Member] | Building 2 and 4 [Member] | |||
Note 7 - Agreements with Atmel Corporation and CIT Technology LTD. (Details) [Line Items] | |||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 18 years | ||
Description of Lessee Leasing Arrangements, Operating Leases | The term of each lease may be extended for two additional six month periods. | ||
Operating Leases, Rent Expense, Minimum Rentals | $ 100 | ||
Atmel Corporation [Member] | Building 2, First Renewal Term [Member] | |||
Note 7 - Agreements with Atmel Corporation and CIT Technology LTD. (Details) [Line Items] | |||
Operating Leases, Rent Expense, Minimum Rentals | 5,625 | ||
Atmel Corporation [Member] | Building 2, Second Renewal Term [Member] | |||
Note 7 - Agreements with Atmel Corporation and CIT Technology LTD. (Details) [Line Items] | |||
Operating Leases, Rent Expense, Minimum Rentals | 8,437.50 | ||
Atmel Corporation [Member] | Building 4, First Renewal Term [Member] | |||
Note 7 - Agreements with Atmel Corporation and CIT Technology LTD. (Details) [Line Items] | |||
Operating Leases, Rent Expense, Minimum Rentals | 39,375 | ||
Atmel Corporation [Member] | Building 4, Second Renewal Term [Member] | |||
Note 7 - Agreements with Atmel Corporation and CIT Technology LTD. (Details) [Line Items] | |||
Operating Leases, Rent Expense, Minimum Rentals | $ 59,062.50 | ||
CIT Technology Ltd. [Member] | Manufacturing Agreement [Member] | |||
Note 7 - Agreements with Atmel Corporation and CIT Technology LTD. (Details) [Line Items] | |||
Other Commitments, Description | Through the Manufacturing Agreement, which has a term of six months, Displays has agreed that for a period of 16 consecutive weeks it will order, on a weekly basis, 11,500 linear meters of coated film manufactured by CIT at a cost of $7.90 per linear meter (the “Initial Purchase Order”). Following this order, CIT will use all reasonable efforts to procure production materials for the coated film based on 11,500 linear meters per week for the remainder of the term. If Displays requires a lower volume of coated film, it has agreed to purchase all of CIT’s inventory of materials at cost, to the extent the inventory represents the unused quantity of such materials by reference to the six month forecast. Displays extended the term of the Manufacturing Agreement to October 31, 2015. Any requirement for monthly quantities different from those set out in the Initial Purchase Order will be subject to CIT’s prior written agreement.Because Displays intended to transfer the coated film manufacturing process to the facility in Colorado Springs, Colorado within 100 days of the Effective Date, CIT agreed to provide reasonable assistance to (i) train the Displays’ staff at its facilities in Cambridge, England in the operation of the coating line and the manufacture of ink, (ii) make CIT personnel available to travel to the facility in Colorado Springs, Colorado to train Displays’ personnel in the operation of the coating line, (iii) advise Displays on the procurement of inks, chemicals and equipment necessary to manufacture the coated film and (iv) provide Displays with information regarding the chemicals, materials and consumable items needed for the manufacturing process. Any reasonable costs and expenses incurred by CIT in relation to these requirements will be reimbursed to CIT by Displays. | ||
Long-term Purchase Commitment, Period | 6 months | ||
Licensing Agreements [Member] | Atmel Corporation [Member] | |||
Note 7 - Agreements with Atmel Corporation and CIT Technology LTD. (Details) [Line Items] | |||
Transition Services Agreement, Description | In conjunction with the above-described transaction, Displays and Atmel entered into a Transition Services Agreement. Pursuant to the Transition Services Agreement, Atmel agreed to provide the following services for the periods described: (i) quality assurance and failure analysis services for the XTouch Touch Sensors for a period of six months starting from the Effective Date, (ii) operations services for a period of 30 days starting from the Effective Date and (iii) other services, as those are defined in the Transition Services Agreement, for a period of three months starting from the Effective Date. In exchange for the services, Displays has agreed to pay reasonable and documented direct costs incurred by Atmel in performing the services together with actual out-of-pocket third-party expenses reasonably incurred by Atmel in providing the services. The service fees include, but are not limited to, (a) the actual out-of-pocket employment costs (base salary, payroll taxes and out-of-pocket medical benefits) for the individuals performing the services (based on the actual time expended by such individuals in performing the services), (b) costs of materials, (c) the actual out-of-pocket third-party expenses reasonably incurred by Atmel in providing the services, and (d) direct supervisory and management expenses incurred by Atmel in providing the services. | ||
Licensing Agreements [Member] | Atmel Corporation-XTouch [Member] | |||
Note 7 - Agreements with Atmel Corporation and CIT Technology LTD. (Details) [Line Items] | |||
Patent License Agreement, Term | 5 years | ||
Patent License Agreement, Royalty Fee, Description | greater of $3.25 million or 3.33% of the total net sales (as defined in the Patent License Agreement) of the Touch Sensors during the Initial Term. | ||
Licensing Agreements [Member] | Atmel Corporation-XTouch [Member] | License Agreement, Renewal Terms [Member] | |||
Note 7 - Agreements with Atmel Corporation and CIT Technology LTD. (Details) [Line Items] | |||
Patent License Agreement, Term | 10 years | ||
Patent License Agreement, Royalty Fee, Description | annual royalty fee will consist of 2.5% of the total net sales of the Touch Sensors until it reaches a total of $16.75 million, at which time no further annual royalty fees will be due. Upon execution of the Patent License Agreement, Displays paid a non-refundable, non-returnable prepayment of minimum annual royalty fees of $9.33 million (the “Royalty Prepayment”). The Royalty Prepayment will be applied to the annual royalty fees Displays owes under the Patent License Agreement. If, during the Initial Term, Displays’ cash balances as of the quarter end immediately prior to the date of the royalty period to which an unpaid annual royalty relates is less than $30 million, it may pay the annual royalty fee with a secured promissory note. If Displays decides to pay the annual royalty fee with a secured promissory note, the security interest will be subordinate to the security interest held by the Investors, as discussed in Note 6. Atmel has agreed that it will not enter into a license agreement for the licensed patents that is effective prior to the second anniversary of the Effective Date | ||
Licensing Agreements [Member] | CIT Technology Ltd. [Member] | |||
Note 7 - Agreements with Atmel Corporation and CIT Technology LTD. (Details) [Line Items] | |||
Patent License Agreement, Term | 5 years | ||
Patent License Agreement, Royalty Fee, Description | greater of $1.65 million or 1.67% of the total net sales (as defined in the CIT Patent License Agreement) of the Licensed Products during the Initial License Term. | ||
Licensing Agreements [Member] | CIT Technology Ltd. [Member] | License Agreement, Renewal Terms [Member] | |||
Note 7 - Agreements with Atmel Corporation and CIT Technology LTD. (Details) [Line Items] | |||
Patent License Agreement, Term | 10 years | ||
Patent License Agreement, Royalty Fee, Description | annual royalty fee will consist of 1.67% of the total net sales of the Licensed Products until it reaches a total of $8.25 million, at which time no further annual royalty fees will be due. Further, the total royalty fees payable for the initial 5 year term and the subsequent 10 year term is capped at $30 million. Upon execution of the CIT Patent License Agreement, Displays paid a non-refundable, non-returnable prepayment of minimum annual royalty fees of $4.67 million (the “CIT Royalty Prepayment”). The CIT Royalty Prepayment will be applied to the annual royalty fees Displays owes under the CIT Patent License Agreement. If, during the Initial License Term, Displays’ cash balances as of the quarter end immediately prior to the date of the royalty period to which an unpaid annual royalty relates is less than $30 million, Displays may pay the annual royalty fee with a secured promissory note. If Displays decides to pay the annual royalty fee with a secured promissory note, the security interest will be subordinate to the security interest held by the Investors, as discussed in Note 6. CIT has agreed that it will not enter into a license agreement for the licensed patents as they relate to the Licensed Products that is effective prior to the second anniversary of the Effective Date. |
Note 8 - Loss on Discontinued39
Note 8 - Loss on Discontinued Operations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Note 8 - Loss on Discontinued Operations (Details) [Line Items] | |||||
Gain (Loss) on Disposition of Property Plant Equipment | $ 0 | $ (7,600,000) | $ 0 | $ (7,608,000) | $ 0 |
Displays and Eastman Kodak Company [Member] | |||||
Note 8 - Loss on Discontinued Operations (Details) [Line Items] | |||||
Property, Plant and Equipment, Transfers and Changes | $ 0 |
Note 9 - Fair Value Measureme40
Note 9 - Fair Value Measurements (Details) - Schedule of Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at December 31, 2014 | $ 0 |
Fair value of warrants on April 16, 2015 | 5,980 |
Gain on change in fair value of warrants | (4,991) |
Balance at September 30, 2015 | $ 989 |
Note 10 - Revenue and Credit 41
Note 10 - Revenue and Credit Concentrations (Details) - Schedules of Customer Concentration Risk - Sales Revenue, Goods, Net [Member] - Customer Concentration Risk [Member] - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Concentration Risk [Line Items] | ||
Revenue | $ 2,769 | $ 0 |
Percentage of Revenue | 96.00% | 0.00% |
Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Revenue | $ 1,839 | $ 0 |
Percentage of Revenue | 64.00% | 0.00% |
Customer B [Member] | ||
Concentration Risk [Line Items] | ||
Revenue | $ 930 | $ 0 |
Percentage of Revenue | 32.00% | 0.00% |
Note 10 - Revenue and Credit 42
Note 10 - Revenue and Credit Concentrations (Details) - Schedules of Credit Concentration Risk - Accounts Receivable [Member] - Credit Concentration Risk [Member] - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Concentration Risk [Line Items] | ||
Accounts Receivable | $ 932 | $ 0 |
Percentage of Accounts REceivable | 100.00% | 0.00% |
Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Accounts Receivable | $ 440 | $ 0 |
Percentage of Accounts REceivable | 47.00% | 0.00% |
Customer B [Member] | ||
Concentration Risk [Line Items] | ||
Accounts Receivable | $ 492 | $ 0 |
Percentage of Accounts REceivable | 53.00% | 0.00% |
Note 11 - Subsequent Event (Det
Note 11 - Subsequent Event (Details) - USD ($) | Oct. 15, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Note 11 - Subsequent Event (Details) [Line Items] | |||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | |
Convertible Debt [Member] | |||
Note 11 - Subsequent Event (Details) [Line Items] | |||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 6,548,225 | ||
Convertible Debt [Member] | Principal [Member] | |||
Note 11 - Subsequent Event (Details) [Line Items] | |||
Debt Conversion, Original Debt, Amount | $ 8,100,000 | ||
Convertible Debt [Member] | Interest [Member] | |||
Note 11 - Subsequent Event (Details) [Line Items] | |||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 300,000 | ||
Convertible Debt [Member] | Subsequent Event [Member] | |||
Note 11 - Subsequent Event (Details) [Line Items] | |||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 95,309 | ||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | ||
Convertible Debt [Member] | Subsequent Event [Member] | Principal [Member] | |||
Note 11 - Subsequent Event (Details) [Line Items] | |||
Debt Conversion, Original Debt, Amount | $ 83,333 | ||
Convertible Debt [Member] | Subsequent Event [Member] | Interest [Member] | |||
Note 11 - Subsequent Event (Details) [Line Items] | |||
Debt Conversion, Original Debt, Amount | $ 2,812.50 |