Convertible Preferred Stock and Derivative Liability | 3 Months Ended |
Sep. 30, 2014 |
Equity [Abstract] | ' |
Preferred Stock [Text Block] | ' |
5. Convertible Preferred Stock and Derivative Liability |
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Series B Convertible Preferred Stock |
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The Series B Convertible Preferred Stock carries a cumulative dividend of 6% per annum and a stated value of $17.50 per share. Each share is convertible into 11.67 common shares based on the current conversion price of $1.50. |
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Series C Convertible Preferred Stock |
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The Series C Convertible Preferred Stock carries a cumulative dividend of 14% per annum and a stated value of $1,000 per share. Each share is convertible into 200,000 common shares based on the current conversion price of $0.005. During the periods ended September 30, 2014 and June 30, 2014, and 1,045 and 543 shares, respectively were converted into 209,000 and 54,214,500 common shares, respectively. |
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Series D Convertible Preferred Shares |
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The Series D Convertible Preferred Stock carries a cumulative dividend of 8% per annum and a stated value of $1,000 per share. Each share is convertible into 200,000 common shares based on the current conversion price of $0.005. During the periods ended September 30, 2014 and June 30, 2014 zero and 841 shares, respectively were converted into zero and 84,098,622 common shares, respectively. |
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Series E Convertible Preferred Shares |
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The Series E Convertible Preferred Stock carries a cumulative dividend of 8% per annum and a stated value of $1,000 per share. Each share is convertible into 100,000 common shares based on the current conversion price of $0.01. |
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Series F Convertible Preferred Shares |
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On July 25, 2014, we entered into a stock purchase agreement with certain accredited investors whereby we issued 1,200 shares of Series F Convertible Preferred Stock and warrants to purchase 2.4 billion shares of common stock (the “Financing”). |
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Each share of Series F Preferred Stock has a stated value and liquidation preference of $1,000, and accrues a dividend of 8% of the Stated Value per annum, and is convertible at any time into 1,000,000 common shares. The Series F Preferred holders vote together with holders of Common Stock on an as converted basis. The Warrants are exercisable for a period of five (5) years from the date of issuance and are exercisable into shares of Common Stock at an exercise price of $0.001 per share. |
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In connection with the Financing, the Company filed a (i) Certificate of Amendment to the Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock, (ii) Certificate of Amendment to the Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock, (iii) Certificate of Amendment to the Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock and (iv) Certificate of Amendment to the Certificate of Designations, Preferences and Rights of Series E Convertible Preferred Stock. |
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In connection with the Financing, the Company and a majority of each Series B, Series C, Series D and Series E Preferred Stock, by written consent, agreed to the amendment of each respective series as follows: |
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| ⋅ | Series B Preferred Stock ⋅ Eliminate the ratchet provision for subsequent issuances of securities. |
| ⋅ | Series C Preferred Stock ⋅ The conversion price per share of Common Stock will be $0.005; and eliminate the ratchet provision for subsequent issuances of securities. |
| ⋅ | Series D Preferred Stock ⋅ The conversion price per share of Common Stock will be $0.005; and eliminate the ratchet provision for subsequent issuances of securities. |
| ⋅ | Series E Preferred Stock ⋅ Eliminate the ratchet provision for subsequent issuances of securities. |
| ⋅ | Series B, Series C, Series D and Series E Preferred Stock ⋅ Waive the covenant of the Company to refrain from issuing any shares of capital stock senior to or on parity with each series of preferred stock, and to reserve and keep available unissued shares of Common Stock for the purpose of effecting the conversion of the shares of each series of preferred stock for a period of six (6) months from the Closing Date. |
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In connection with the Financing, pursuant to consents and waivers obtained from holders of the Company’s outstanding convertible promissory notes (the “Promissory Notes”) their respective Promissory Notes were amended as follows, effective upon the issuance of one or more shares of Series F Preferred Stock: (i) eliminate the ratchet provision for subsequent issuances of securities going forward, (ii) waive the covenant of the Company to reserve and keep available unissued shares of Common Stock for the purpose of effecting the conversion of the Promissory Notes and (iii) provide that the conversion price will be $0.005, but for two of the holders holding an aggregate of $845,000 principal amount of Promissory Notes, the conversion price will be equal to $0.00032 per share of Common Stock and $0.00055 per share of Common Stock. |
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In connection with the Financing, the holders of the Company’s outstanding warrants, exclusive of the Warrants issued as part of the Financing, agreed as follows, effective upon the issuance of one or more Series F Preferred Stock: (i) eliminate the ratchet provision for subsequent issuances of securities going forward, (ii) waive the covenant of the Company to reserve and keep available unissued shares of Common Stock for the purpose of effecting the conversion of the Warrants for a period of six (6) months from the Closing Date and (iii) provide that the exercise price of the Warrants be the effective price per share, upon cashless exercise, shall be 50% of the fair market value of the Common Stock on the date of exercise. |
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In connection with the Financing, the Company repaid $300,000 of principal on outstanding promissory notes of a certain investor and purchased from such investor convertible preferred stock, and dividends accrued thereon, having an aggregate stated value of $16,750,000 for the total consideration of $100. |
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Based on authoritative guidance, the entire proceeds from the Financing were credited to preferred stock and additional paid in capital. |
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