STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2014 |
Stockholders' Deficit: | ' |
STOCKHOLDERS' EQUITY | ' |
NOTE 3 – STOCKHOLDERS’ EQUITY |
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Warrants to Purchase Common Stock of the Company |
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We use the Black-Scholes-Merton option pricing model (“Black-Scholes Model”) to determine the fair value of warrants to purchase shares of our Common Stock (“Warrant(s)”), except those Warrants issued that contain down round provisions (defined hereinafter as the “Private Placement Warrants”). The Black-Scholes Model is an acceptable model in accordance with GAAP. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the weighted average risk-free interest rate, and the weighted average term of the Warrant. The fair value of the Private Placement Warrants were computed using the Binomial Lattice model, incorporating transaction details such as the price of our Common Stock, contractual terms, maturity and risk free rates, as well as assumptions about future financings, volatility, and holder behavior. We determined that the Binomial Lattice model was the most appropriate model for valuing these instruments. |
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The risk-free interest rate assumption is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for the term of the Warrants and is calculated by using the average daily historical stock prices through the day preceding the grant date. |
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Estimated volatility is a measure of the amount by which our stock price is expected to fluctuate each year during the expected life of the award. Our estimated volatility is an average of the historical volatility of our stock prices and that of peer entities whose stock prices were publicly available. Our calculation of estimated volatility is based on historical stock prices over a period equal to the expected life of the awards. Where appropriate, we used the historical volatility of peer entities due to the lack of sufficient historical data of our stock price prior to 2007. |
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Warrant Activity during the Three Months Ended March 31, 2014 |
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On January 16, 2014, we entered into a Fourth Amendment to the Note and Warrant Purchase Agreement with HealthCor Partners Fund, LP and HealthCor Hybrid Offshore Master Fund, LP and agreed to sell and issue (i) additional notes in the initial aggregate principal amount of $5,000,000, with a conversion price per share equal to $0.40 (subject to adjustment for standard anti-dilution provisions) and (ii) additional warrants to purchase an aggregate of up to 4,000,000 shares of our Common Stock at an exercise price per share equal to $0.40 (subject to adjustment for standard anti-dilution provisions). The fair value of the convertible debt was determined to be $5,000,000. This resulted in a relative fair value of $1,146,732 for the warrants on the date of grant. At March 31, 2014,$1,12,688 remained as debt discount and $24,044 was amortized to interest expense on the accompanying condensed consolidated financial statements. |
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On April 1, 2013, the closing date of a Securities Purchase Agreement (the “Purchase Agreement”), we sold (i) an aggregate of 6,220,000 shares of our Common Stock for $0.495 per share and (ii) Common Stock Purchase Warrants for the purchase of an aggregate of 2,500,000 shares for $0.01 per share (the “Private Placement Warrants”) for aggregate gross proceeds of approximately $3.1 million. The five-year Private Placement Warrants vested immediately upon issuance, contain provisions for a cashless exercise and had an exercise price of $0.60 per share. The Private Placement Warrants contain provisions that protect the holders from a decline in the issue price of our Common Stock or “down round” provisions. As a result of the transaction discussed in the previous paragraph and the “down round” provision, the exercise price of the Private Placement Warrants was reduced to $0.40. In accordance with GAAP, we concluded these instruments are to be accounted for as liabilities instead of equity due to the down round protection feature available on the exercise price of the Private Placement Warrants. We recognized these Private Placement Warrants as liabilities at their fair value and will re-measure them at fair value on each reporting date with the change reported in other income and expense. GAAP provides requirements for disclosure of liabilities that are measured at fair value on a recurring basis in periods subsequent to the initial recognition. Fair value for the Private Placement Warrants is determined using the Binomial Lattice Model valuation technique. The Binomial Lattice Model valuation model provides for dynamic assumptions regarding volatility and risk-free interest rates within the total period to maturity. Accordingly, within the contractual term, we provided multiple date intervals over which multiple volatilities and risk free interest rates were used. These intervals allow the Binomial Lattice Model valuation to project outcomes along specific paths which consider volatilities and risk free rates that would be more likely in an early exercise scenario. As of December 31, 2013, we recorded a Warrant Liability of $370,865 in our consolidated financial statements. At March 31, 2014, the Private Placement Warrants were re-valued with a relative fair value determination of $1,004,007 and the difference of $633,142 was included as change in fair value of warrant liability in other income and expense in the accompanying condensed consolidated financial statements. |
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We also amortized $142,347 of previously capitalized Warrant costs as interest expense in the accompanying condensed consolidated financial statements. |
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Warrant Activity during the Three Months Ended March 31, 2013 |
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During the three months ended March 31, 2013, we did not issue any Warrants; however, we amortized certain previously capitalized Warrant costs in the accompanying condensed consolidated financial statements as follows: (i) $79,449 as non-cash costs in general and administration and (ii) $133,537 as interest expense. |
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On January 15, 2013, the Company and Comerica Bank and Bridge Bank, NA (collectively the “Banks”) entered into a Second Amendment of the Agreement in which the Banks agreed to amend the defining term for “Eligible Accounts” and add the defining term for “Verification of Accounts.” In conjunction with this amendment, amendments to the Warrants issued to the Banks were also made. This amendment affected the exercise price which was reduced from $1.40 to $1.10 per share (subject to adjustment for capital events) and the expiration date which was extended from August 8, 2018 to January 15, 2020. All other provisions of the Agreement and the Warrants remained unchanged. The Warrants were revalued as of January 15, 2013 resulting in an increase in fair value of $11,429 which is amortized to interest expense using the effective interest method. |
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Options to Purchase Common Stock of the Company |
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During the three months ended March 31, 2014, we granted options to purchase 650,000 shares of our Common Stock (’‘Option(s)’’) to certain members of our board of directors. No Options were granted during the three months ended March 31, 2013. During those same three month periods, resulting from the resignation or termination of employees, 15,001 and 16,667 Options, respectively, were cancelled. During the three months ended March 31, 2014 and 2013, 31,666 and 1,667 Options, respectively, expired. |
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A summary of our stock option activity and related information follows: |
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| | Number of Shares Under Options | | | Weighted Average Exercise Price | | | Weighted Average Remaining Contractual Life | | | Aggregate Intrinsic Value | |
Balance at December 31, 2013 | | | 12,747,476 | | | $ | 0.59 | | | | 7.1 | | | $ | — | |
Granted | | | 650,000 | | | $ | 0.4 | | | | 9.8 | | | | | |
Exercised | | | — | | | | | | | | | | | | | |
Expired | | | (31,666 | ) | | $ | 1.38 | | | | | | | | | |
Cancelled | | | (15,001 | ) | | $ | 0.85 | | | | | | | | | |
Balance at March 31, 2014 | | | 13,350,809 | | | $ | 0.58 | | | | 6.8 | | | $ | 1,902,879 | |
Vested and Exercisable at March 31, 2014 | | | 8,143,972 | | | $ | 0.61 | | | | 5 | | | $ | 1,121,329 | |
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The valuation methodology used to determine the fair value of the Options issued was the Black-Scholes Model. |
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The assumptions used in the Black-Scholes Model are set forth in the table below. |
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| | Three Months Ended | | | Year Ended December 31, 2013 | | | | | | | | | |
31-Mar-14 | | | | | | | | |
Risk-free interest rate | | | 1.72 | % | | | 0.61-0.67% | | | | | | | | | |
Volatility | | | 73.27 | % | | | 101.81-102.81% | | | | | | | | | |
Expected life in years | | | 6 | | | | 3 | | | | | | | | | |
Dividend yield | | | 0 | % | | | 0 | % | | | | | | | | |
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The risk-free interest rate assumption is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for the expected term of the stock option and is calculated by using the average daily historical stock prices through the day preceding the grant date. |
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Estimated volatility is a measure of the amount by which our stock price is expected to fluctuate each year during the expected life of the award. Our estimated volatility is an average of the historical volatility of our stock prices. Our calculation of estimated volatility is based on historical stock prices over a period equal to the expected life of the awards. |
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Share-based compensation expense for stock options charged to our operating results for the three months ended March 31, 2014 and 2013 ($196,444 and $98,151, respectively) is based on awards vested. Forfeitures are to be estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from the estimates. We have not included an estimate for forfeitures due to our limited history and we revise based on actual forfeitures each period. |
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At March 31, 2014, total unrecognized estimated compensation expense related to non-vested stock options granted prior to that date was approximately $1,600,000, which is expected to be recognized over a weighted-average period of 2.4 years. No tax benefit was realized due to a continued pattern of operating losses. |