STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2014 |
Stockholders' Equity Note [Abstract] | ' |
Stockholders' Equity Note Disclosure [Text Block] | ' |
NOTE 4 – STOCKHOLDERS’ EQUITY |
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On January 9, 2014, the Company entered into agreements with the holder of certain of its outstanding warrants originally issued in private placement transactions in September 2011 and April 2012. Pursuant to such agreements, which are more fully described below, the Company agreed to extend the period during which the warrants are exercisable at a reduced exercise price. |
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On January 9, 2014, the Company entered into Amendment No. 4 to the warrants that were originally issued in September 2011. Pursuant to Amendment No. 4, the exercise price of the warrants was reduced to $0.05 per share until March 10, 2014. |
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On January 9, 2014, the Company entered into Amendment No. 3 to the warrant that was originally issued in April 19, 2012. Pursuant to Amendment No. 3, the exercise price of the warrants was reduced to $0.05 per share until March 10, 2014. |
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On January 10, 2014, holders of such warrants exercised an aggregate of 11,200,000 warrants to purchase common stock at the reduced exercise price of $0.05 per share resulting in $560,000 in cash proceeds. In connection with the warrant exercise, the Company incurred a non-cash interest expense due to warrant modification of $241,176 when the inducement offer was accepted during the three months ended March 31, 2014. |
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On March 24, 2014, the holder of such warrants exercised an aggregate of 9,291,164 warrants to purchase common stock at the reduced exercise price of $0.05 per share resulting in $464,558 in cash proceeds. As of March 31, 2014, the shares of common stock were not issued. Such shares were issued in April 2014, but were included in the calculation of net loss per share for the three months ended March 31, 2014. In connection with the warrant exercise, the Company incurred a non-cash interest expense due to warrant modification of $205,749 when the inducement offer was accepted during the three months ended March 31, 2014. |
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Options |
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Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from an index of historical stock prices of comparable entities until sufficient data exists to estimate the volatility using the Company’s own historical stock prices. Management determined this assumption to be a more accurate indicator of value. The Company accounts for the expected life of options in accordance with the “simplified” method which enables the use of the simplified method for “plain vanilla” share options as defined in Staff Accounting Bulletin No. 107. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. The fair value of stock-based payment awards during the three months ended March 31, 2014 was estimated using the Black-Scholes pricing model. |
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In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company’s forfeiture rate, the Company analyzed its historical forfeiture rate, the remaining lives of unvested options, and the number of vested options as a percentage of total options outstanding. If the Company’s actual forfeiture rate is materially different from its estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based compensation expense could be significantly different from what the Company has recorded in the current period. |
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The Company estimated forfeitures related to option grants at a weighted average annual rate of 0% per year, as the Company does not yet have adequate historical data, for options granted during the three months ended March 31, 2014 and 2013. |
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The following assumptions were used in determining the fair value of employee and vesting non-employee options: |
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| | March 31, | | March 31, | | | | | | |
2014 | 2013 | | | | | | |
Risk-free interest rate | 0 | 2.65%-2.73% | | 0.77%-0.86% | | | | | | |
Dividend yield | | 0% | | 0% | | | | | | |
Stock price volatility | | 78.9%-79.2% | | 20%-37% | | | | | | |
Expected life | | 8-10 years | | 5.75 years | | | | | | |
Weighted average grant date fair value | | $0.11 | | $0.11 | | | | | | |
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On March 14, 2014, the Compensation Committee of the Board of Directors approved an equity bonus for the Company’s Chief Executive Officer consisting of stock options with a fair value of $800,000. The total bonus awarded was $1,140,000 of which $85,000 will be paid in cash and $1,055,000 will be paid in stock options valued using the Black Scholes method. Accordingly, the Company granted options to purchase 9,232,745 shares of common stock to the Chief Executive Officer effective March 14, 2014 exercisable at $0.14 per share for ten years, vesting over a term of three years. |
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The following table summarizes the stock option activity for the three months ended March 31, 2014: |
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| Shares | | Weighted-Average | | Weighted-Average | | Aggregate |
Exercise Price | Remaining | Intrinsic |
| Contractual Term | Value |
Outstanding at January 1, 2014 | 13,877,573 | | $ | 0.19 | | | 8.4 | | $ | - |
Grants | 9,232,745 | | $ | 0.14 | | | 10 | | $ | - |
Exercised | - | | | | | | | | | |
Outstanding at March 31, 2014 | 23,110,318 | | $ | 0.17 | | | 9.1 | | $ | 253,064 |
Vested and expected to vest at March 31, 2014 | 23,110,318 | | $ | 0.17 | | | 9.1 | | $ | 253,064 |
Exercisable at March 31, 2014 | 9,928,556 | | $ | 0.16 | | | 8.2 | | $ | 253,064 |
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The following table presents information related to employee stock options at March 31, 2014: |
Options Outstanding | | Options Exercisable | | | |
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| | | | Average | | Exercisable | | | |
Exercise | | Number of | | Remaining Life | | Number of | | | |
Price | | Options | | In Years | | Options | | | |
$ | 0.00-0.10 | | 7,049,043 | | 8 | | 7,049,043 | | | |
| 0.11-0.25 | | 14,791,275 | | 9.6 | | 1,856,179 | | | |
| 0.26-0.50 | | 750,000 | | 8.2 | | 750,000 | | | |
| 0.51 – 0.90 | | 520,000 | | 8.3 | | 273,334 | | | |
| | | 23,110,318 | | 9.1 | | 9,928,556 | | | |
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As of March 31, 2014, stock-based compensation of $1,418,265 remains unamortized and is expected to be amortized over the weighted average remaining period of 2 years. |
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The stock-based compensation expense related to option grants was $75,717 and $41,506 during the three months ended March 31, 2014 and 2013, respectively. |
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Restricted Stock |
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The following table summarizes the restricted stock activity for the three months ended March 31, 2014: |
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Restricted shares issued as of January 1, 2014 | 13,456,667 | | | | | | | | |
| Granted | - | | | | | | | | |
| Forfeited | - | | | | | | | | |
| Total Restricted Shares Issued at March 31, 2014 | 13,456,667 | | | | | | | | |
| Vested at March 31, 2014 | -7,924,027 | | | | | | | | |
| Unvested restricted shares as of March 31, 2014 | 5,532,640 | | | | | | | | |
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Stock based compensation expense related to restricted stock grants was $438,010 and $436,194 for the three months ended March 31, 2014 and 2013, respectively. As of March 31, 2014, the stock-based compensation relating to restricted stock of $2,039,206 remains unamortized and is expected to be amortized over the remaining period of approximately 1.25 years. |
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Warrants |
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The following table summarizes information with respect to outstanding warrants to purchase common stock of the Company, all of which were exercisable, at March 31, 2014: |
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Exercise | | Number | | | | | | | |
Price | | Outstanding | | Expiration Date | | | | | |
$ | 0.05 | | 20,336,818 | | March 2017 to April 2018 | | | | | |
$ | 0.5 | | 487,235 | | November 2014 to December 2014 | | | | | |
$ | 0.75 | | 471,700 | | Jul-14 | | | | | |
| | | 21,295,753 | | | | | | | |
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| Shares | | Weighted-Average | | Weighted-Average | | Aggregate |
Exercise Price | Remaining | Intrinsic |
| Contractual Term | Value |
Outstanding at January 1, 2014 | 32,495,753 | | $ | 0.08 | | | 3.4 | | $ | - |
Issued | - | | | | | | | | $ | - |
Exercised | -11,200,000 | | $ | 0.05 | | | | | | |
Forfeitures or expirations | - | | | | | | | | | |
Outstanding at March 31, 2014 | 21,295,753 | | $ | 0.08 | | | 2.6 | | $ | 1,626,945 |
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Vested and expected to vest at March 31, 2014 | 21,295,753 | | $ | 0.08 | | | 2.6 | | $ | 1,626,945 |
Exercisable at March 31, 2014 | 21,295,753 | | $ | 0.08 | | | 2.6 | | $ | 1,626,945 |
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