Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 09, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | GelTech Solutions, Inc. | |
Entity Central Index Key | 1,403,676 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 50,379,735 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,016 | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Current Reporting Status | Yes |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
ASSETS | ||
Cash | $ 82,486 | $ 135,266 |
Accounts receivable trade, net | 38,326 | 156,733 |
Inventories | 1,380,164 | 1,428,157 |
Prepaid expenses and other current assets | 56,087 | 89,808 |
Total current assets | 1,557,063 | 1,809,964 |
Furniture, fixtures and equipment, net | 170,380 | 134,259 |
Deposits | 16,086 | 16,086 |
Total assets | 1,743,529 | 1,960,309 |
LIABILITIES AND STOCKHOLDERS' DEFICIT | ||
Accounts payable | 157,330 | 271,566 |
Accrued expenses | $ 342,039 | 344,094 |
Settlement accrual | 80,000 | |
Insurance premium finance contract | $ 28,397 | 54,611 |
Total current liabilities | 527,766 | 750,271 |
Convertible notes - related party, net of discounts | 2,948,676 | 2,946,118 |
Convertible line of credit - related party, net of discounts | 3,328,426 | 2,746,336 |
Total liabilities | $ 6,804,868 | $ 6,442,725 |
Commitments and contingencies (Note 5) | ||
Stockholders' deficit | ||
Preferred stock: $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding | ||
Common stock: $0.001 par value; 150,000,000 shares authorized; 49,926,878 and 48,972,496 shares issued and outstanding as of March 31, 2016 and December 31, 2015, respectively. | $ 49,927 | $ 48,972 |
Additional paid in capital | 39,757,587 | 38,754,495 |
Accumulated deficit | (44,868,853) | (43,285,883) |
Total stockholders' deficit | (5,061,339) | (4,482,416) |
Total liabilities and stockholders' deficit | $ 1,743,529 | $ 1,960,309 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (Unaudited) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 49,926,878 | 48,972,496 |
Common stock, shares outstanding | 49,926,878 | 48,972,496 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Sales | $ 218,370 | $ 100,357 |
Cost of goods sold | 76,023 | 34,812 |
Gross profit | 142,347 | 65,545 |
Operating expenses: | ||
Selling, general and administrative expenses | 1,174,472 | 1,072,676 |
Research and development | 117,949 | 10,982 |
Total operating expenses | 1,292,421 | 1,083,658 |
Loss from operations | (1,150,074) | (1,018,113) |
Other income (expense) | ||
Interest income | $ 3 | 2 |
Other income | 200 | |
Gain (loss) on conversion of interest | $ (72,765) | $ 12,841 |
Loss on extension of warrants | $ 206,620 | |
Loss on extinguishment of debt | $ (596,648) | |
Interest expense | $ (153,514) | (88,216) |
Total other income (expense) | (432,896) | (671,821) |
Net loss | $ (1,582,970) | $ (1,689,934) |
Net loss per common share - basic and diluted | $ (0.03) | $ (0.04) |
Weighted average shares outstanding - basic and diluted | 49,429,254 | 46,928,084 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Reconciliation of net loss to net cash used in operating activities: | ||
Net loss | $ (1,582,970) | $ (1,689,934) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 16,237 | 14,156 |
Amortization of debt discounts | 27,922 | 28,494 |
Loss (gain) on conversion of interest | $ 72,765 | (12,841) |
Loss on extinguishment of debt | $ 596,648 | |
Warrants issued for services | $ 61,211 | |
Common stock issued for services | 7,656 | |
Loss on extension of warrants | 206,620 | |
Employee stock option compensation expense | 157,464 | $ 221,759 |
Changes in assets and liabilities: | ||
Accounts receivable | 118,407 | (12,996) |
Inventories | 47,993 | (87,555) |
Prepaid expenses and other current assets | 33,721 | (349) |
Accounts payable | (114,236) | 23,463 |
Settlement accrual | (80,000) | |
Accrued expenses | 147,757 | 53,777 |
Net cash used in operating activities | (879,453) | (865,378) |
Cash flows from Investing Activities | ||
Purchases of equipment | (52,358) | (529) |
Net cash used in investing activities | (52,358) | (529) |
Cash flows from Financing Activities | ||
Proceeds from sale of stock under stock purchase agreement | 225,245 | |
Proceeds from sale of stock and warrants | 150,000 | |
Proceeds from advances on convertible line of credit with related parties | 680,000 | 625,000 |
Payments on insurance finance contract | (26,214) | (27,562) |
Net cash provided by financing activities | 879,031 | 747,438 |
Net (decrease) increase in cash and cash equivalents | (52,780) | (118,469) |
Cash and cash equivalents - beginning | 135,266 | 195,615 |
Cash and cash equivalents - ending | 82,486 | 77,146 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for interest | $ 835 | $ 945 |
Cash paid for income taxes | ||
Supplementary Disclosure of Non-cash Investing and Financing Activities: | ||
Beneficial conversion feature of convertible notes | $ 61,637 | $ 16,771 |
Loan discount from warrants | 61,637 | 16,771 |
Stock issued for accrued interest | $ 149,811 | $ 149,811 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | NOTE 1 Organization and Basis of Presentation Organization GelTech Solutions, Inc., or GelTech or the Company, generates revenue primarily from marketing products based around the following four product categories (1) FireIce®, a water enhancing powder that can be utilized both as a fire suppressant in wildland and urban firefighting, including fires in underground utility structures, and in wildland firefighting as a medium-term fire retardant to protect wildlands, structures and firefighters; (2) FireIce Shield®, a line of products used by industry, police departments and first responders to protect assets from fire; (3) Soil 2 2 2 Our unaudited condensed consolidated financial statements have been prepared on a going concern basis, and we need to generate sufficient material revenues to support the ongoing business of GelTech. The corporate office is located in Jupiter, Florida. Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its three wholly-owned subsidiaries: FireIce Gel, Inc., GelTech International, Inc. and Weather Tech Innovations, Inc. There has been no activity in FireIce Gel, Inc., Weather Tech Innovations, Inc. and GelTech International, Inc. These unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (SEC) for interim financial information. Accordingly, they do not include all of the information and footnotes required by "GAAP" for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The information included in these unaudited consolidated interim financial statements should be read in conjunction with Managements Discussion and Analysis of Financial Conditions and Results of Operations contained in this report and the audited consolidated financial statements and accompanying notes included in the Companys Transition Report on Form 10-KT for the six months ended December 31, 2015 filed on March 31, 2016. Inventories Inventories as of March 31, 2016 consisted of raw materials and finished goods in the amounts of $436,282 and $943,882, respectively. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management believes that the estimates utilized in preparing its consolidated financial statements are reasonable; however, actual results could differ materially from these estimates. Significant estimates for the three months ended March 31, 2016 include the allowance for doubtful accounts, depreciation and amortization, valuation of inventories, valuation of options and warrants granted for services or settlements, valuation of common stock granted for services or debt conversion, valuation of debt discount related to the beneficial conversion feature of convertible notes, accruals for litigation losses and the valuation of deferred tax assets. Net Earnings (Loss) per Share The Company computes net earnings (loss) per share in accordance with ASC 260-10, Earnings per Share Stock-Based Compensation The Company accounts for employee stock-based compensation in accordance with ASC 718-10, Share-Based Payment Determining Fair Value Under ASC 718-10 The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing formula. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. The Companys determination of fair value using an option-pricing model is affected by the stock price as well as assumptions regarding the number of highly subjective variables. The Company estimates volatility based upon the historical stock price of the Company and estimates the expected term for employee stock options using the simplified method for employees and directors and the contractual term for non-employees. The risk free rate is determined based upon the prevailing rate of United States Treasury securities with similar maturities. The fair values of stock options and warrants granted during the period from January 1, 2016 to March 31, 2016 were estimated using the following assumptions: Risk free interest rate 0.64% - 1.49% Expected term (in years) 2.0 - 5.0 Dividend yield Volatility of common stock 103.14% - 103.73% Estimated annual forfeitures New Accounting Pronouncements In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory No additional Accounting Standards Updates (ASUs) which were not effective until after March 31, 2016 are expected to have a significant effect on the Company's consolidated financial position or results of operations. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2016 | |
Going Concern [Abstract] | |
Going Concern | NOTE 2 Going Concern These unaudited condensed consolidated financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize it assets and discharge its liabilities in the normal course of business. As of March 31, 2016, the Company had an accumulated deficit and stockholders deficit of $44,868,853 and $5,061,339, respectively, and incurred losses from operations of $1,150,074 for the three months ended March 31, 2016 and used cash in operations of $879,453 during the three months ended March 31, 2016. In addition, the Company has not yet generated revenue sufficient to support ongoing operations. These factors raise substantial doubt regarding the Companys ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. During the three months ended March 31, 2016, the Company received $680,000 in advances from its convertible line of credit with its president and principal shareholder. The Company also received $225,245 from Lincoln Park Capital Fund LLC in connection with a $10 million stock purchase agreement entered into in August 2015. See Note 4. Management believes that the Purchase Agreement with Lincoln Park, additional funding from its president and principal shareholder and the revenue prospects from the Wildland industry provide the opportunity for the Company to continue as a going concern. Ultimately, the continuation of the Company as a going concern is dependent upon the ability of the Company to generate sufficient revenue to attain profitable operations. |
Convertible Note Agreements - R
Convertible Note Agreements - Related Party | 3 Months Ended |
Mar. 31, 2016 | |
Convertible Note Agreements - Related Party | |
Convertible Note Agreements - Related Party | NOTE 3 Convertible Note Agreements Related Party The Company currently has three debt facilities outstanding, all of them held by its president and principal shareholder. One convertible note in the amount of $1,997,483, dated February 1, 2013 was a consolidation of prior debt instruments. The note bore annual interest of 7.5%, was convertible at $0.35 per share and due December 31, 2016. On February 12, 2015, this note was modified by securing the note with all the assets of the Company and by extending the due date of the note from December 31, 2016 to December 31, 2020. The modification was accounted for as a debt extinguishment in accordance with ASC 470. As a result of the modification the Company recorded a loss on extinguishment of debt of $34,586. During the three months ended March 31, 2016, the Company recognized interest expense of $37,350. As of March 31, 2016, the principal balance of the note is $1,997,483 and accrued interest amounted to $24,626. In February 2016, the Company issued 428,032 shares of common stock to its president and principal shareholder in payment of accrued interest of $149,811 resulting in a loss on conversion of interest of $72,765. A second convertible note in the amount of $1,000,000 dated July 11, 2013 related to a new funding on that date. The note bore annual interest of 7.5%, was convertible at $1.00 per share and was due July 10, 2018. In connection with the note, the Company issued fiveyear warrants to purchase 500,000 shares of common stock at an exercise price of $1.30 per share. On February 12, 2015, this note was modified by securing the note with all the assets of the Company, by extending the due date of the note from July 10, 2018 to December 31, 2020 and by reducing the conversion rate of the note from $1.00 to $0.35 per share. The modification was accounted for as a debt extinguishment in accordance with ASC 470. As a result of the modification, the Company recorded a loss on extinguishment of debt of $562,062. Also, in connection with the modification the Company recorded a note discount of $60,390, related to the relative fair value of the warrants attached to the note. For the three months ended March 31, 2016 the Company recorded interest expense of $2,558 related to the amortization of the discounts related to the warrants of the note originated in July 2013. As of March 31, 2016, the balance of the unamortized discount related to the warrants was $48,807. As of March 31, 2016, the principal balance on this note is $1,000,000 and accrued interest amounted to $56,507. In connection with the debt modifications described above, the Company entered into a Secured Revolving Convertible Promissory Note Agreement for up to $4 million with its president and principal shareholder. See Note 8 related the amendment to this agreement. Under the agreement, the Company may, with the prior approval of its president and principal shareholder, receive advances under this agreement. Each advance bears an annual interest rate of 7.5%, is due December 31, 2020 and is convertible at the rate equal to the closing price of the Companys common stock on the day prior to the date the parties agree to the advance. In addition, the Company will issue the Companys president and principal shareholder two year warrants to purchase shares of common stock at an exercise price of $2.00 per share. The number of warrants issued equals 50% of the number of shares issuable upon the conversion of the related advance. For the three months ended March 31, 2016, the Company received four advances totaling $680,000 with conversion rates between $0.37 and $0.55 per share, and issued two year warrants to purchase 783,963 shares of common stock at an exercise price of $2.00 per share. In connection with these advances, the Company has recorded loan discounts related to the warrants and the beneficial conversion features of the advances amounting to $61,637 and $61,637, respectively. During the three months ended March 31, 2016, the Company has recognized interest expense of $25,364 related to the amortization of loan discounts. As of March 31, 2016, the principal balance of the advances was $3,945,000 and the balance of the unamortized discounts related to the warrants and the beneficial conversion feature was $308,287 and $308,287, respectively. The calculated loan discounts were based on the relative fair value of the warrants which were calculated by the Company using the Black Scholes option pricing model, using volatilities of between 103.14% and 103.73%, based on the Companys historical stock price, discount rates from 0.64% to 0.90%, and expected terms of 2 years, the term of the warrants. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Deficit | NOTE 4 Stockholders Deficit Preferred Stock The Company has authorized 5,000,000 shares of preferred stock, par value $0.001 per share with such rights, preferences and limitation as may be set from time to time by resolution of the board of directors and the filing of a certificate of designation as required by Delaware General Corporation Law. Common Stock On August 12, 2015, GelTech signed a $10 million Purchase Agreement with Lincoln Park. The Company also entered into a Registration Rights Agreement with Lincoln Park whereby we agreed to file a registration statement related to the transaction with the SEC covering the shares that may be issued to Lincoln Park under the Purchase Agreement. Under the terms and subject to the conditions of the Purchase Agreement, GelTech has the right to sell, and Lincoln Park is obligated to purchase, up to $10 million in shares of the Companys common stock, subject to certain limitations, from time to time, over the 30-month period commencing on the date that a registration statement, which the Company agreed to file with the SEC pursuant to the Registration Rights Agreement, is declared effective by the SEC. The Company filed the registration statement with the SEC on October 5, 2015 and it was declared effective by the SEC on October 16, 2015. During the three months ended March 31, 2016, the Company issued 508,822 shares of common stock in exchange for $225,245 in connection with the Lincoln Park Purchase Agreement. In February 2016, the Company issued 428,032 shares of common stock to its president and principal shareholder in payment of accrued interest of $149,811 resulting in a loss on conversion of interest of $72,765. During the three months ended March 31, 2016, the Company issued 13,947 shares of common stock in payment of investor relation services values at $6,000. In addition, the Company issued 3,581 shares of common stock in payment of consulting services valued at $1,656. Stock-Based Compensation Stock-based compensation expense recognized under ASC 718-10 for the period January 1, 2016 to March 31, 2016, was $157,464 for stock options granted to employees and directors. This expense is included in selling, general and administrative expenses in the unaudited consolidated statements of operations. Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. At March 31, 2016 the total compensation cost for stock options not yet recognized was approximately $166,513. This cost will be recognized over the remaining vesting term of the options of approximately two years. Stock-based awards granted to non-employees, in the form of warrants to purchase the Companys common stock, are valued at fair value in accordance with the measurement and recognition criteria of ASC 505-50 "Equity Based payments to Non-Employees. Stock based compensation to non-employees recognized for the three months ended March 31, 2016 was $61,211. During the three months ended March 31, 2016, there were no options granted to employees, directors, non-employees or non-directors. Warrants to Purchase Common Stock Warrants Issued as Settlements During the three months ended March 31, 2016, there were no warrants granted for settlements. Warrants Issued for Cash or Services In January 2016, the Company granted a one year extension for warrants to purchase 3,968,258 shares of common stock which were set to expire at various dates in 2016. Of the warrants extended, 2,443,565 were held by our president and principal shareholder and a director. In connection with the extension, the Company recorded other expense of approximately $207,000 for the three months ended March 31, 2016 representing the difference between the fair value of the old warrants and the extended warrants. During the three months ended March 31, 2016, the Company issued two year warrants to purchase 783,963 shares of common stock at an exercise price of $2.00 per shares in connection with advances of $680,000 from its president and principal shareholder related to the convertible line of credit agreement. During the three months ended March 31, 2016, the Company issued five year warrants to purchase 150,000 shares of common stock at an exercise price of $0.39 per share in exchange for legal services. The warrants were valued with the Black-Scholes option pricing model using a volatility of 103.14% based upon the historical price of the companys stock, a term of five years, the term of the warrants and a risk free rate of 1.49%. The calculated fair value, $44,477 was recorded as expense for the three months ended March 31, 2016. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 5 Commitments and Contingencies The Company was sued by a former employee on June 23, 2008, alleging breach of a consulting agreement and an employment agreement entered into in May and June 2007, respectively. In addition, the plaintiff sought to recover certain of his personal property, which was used or stored in the Companys offices and alleges the Company invaded his privacy by looking at his personal computer (which was used in the Companys business) in the Companys offices. On October 14, 2015, the Court issued an order on Defendant GelTechs Motion for Attorneys Fees and Costs granting GelTech attorney fees and costs in excess of the amount of its litigation accrual for the case. As such, the Company reversed the litigation accrual resulting in other income of $56,956 which was included in the Companys statement of operations for the six months ended December 31, 2015. In November 2015, the Court issued a Final Judgement against the former employee in the amount of $510,499. The plaintiff has filed appeals which are pending. In January 2016, the Company entered into a settlement agreement with a former shareholder of the Companys predecessor company under which the Company paid $80,000 in exchange for a general release. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6 Related Party Transactions During the three months ended March 31, 2016, the Company issued warrants to its president and principal shareholder in exchange for cash as more fully described in Note 3. |
Concentrations
Concentrations | 3 Months Ended |
Mar. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentrations | NOTE 7 Concentrations The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts through March 31, 2016. As of March 31, 2016, there were no cash balances held in depository accounts that are not insured. At March 31, 2016, two customers accounted for 63.8% and 13.4% of accounts receivable. For the three months ended March 31, 2016, three customers accounted for 32.3%, 31.9% and 11.2% of sales. Approximately 43.1% of revenue was generated from customers outside the United States during the three months ended March 31, 2016. During the three months ended March 31, 2016, sales primarily resulted from three products, FireIce®, Soil 2 2 2 2 One vendor accounted for 55.8% of the Companys approximately $32,000 in purchases of raw material, finished goods and packaging during the three months ended March 31, 2016. During the three months ended March 31, 2016, our president and principal shareholder provided 100% of the Companys debt financing. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 8 Subsequent Events Since April 1, 2016, the Company has issued two year warrants to purchase 529,058 shares of common stock at an exercise price of $2.00 per share in exchange for advances in the amount of $400,000 from the Companys president and principal shareholder in connection with the secured convertible line of credit agreement. The conversion rate of these advances were between $0.36 and $0.40 per share. Since April 1, 2016, the Company has issued 152,319 shares of commons stock to Lincoln Park in exchange for $59,200 in connection with the Purchase Agreement. Since April 1, 2016, the Company has issued 4,167 shares of common stock in exchange for investor relation services valued at $2,000. On April 8, 2016, the Company and its president and principal shareholder entered into the First Amendment to Secured Revolving Convertible Promissory Note Agreement increasing the credit facility from $4 million to $5 million. Under this agreement, the Company may receive advances only with the prior approval of our president and principal shareholder. In April 2016, the Company issued 296,371 shares of commons stock to its president and principal shareholder upon the conversion of accrued interest in the amount of $148,365 related to the advances under the Secured Revolving Convertible Promissory Note Agreement. No gain or loss will be recognized on the conversion as the conversion price used was the current price of the stock In April 2016, the Company issued ten year options to purchase 30,000 shares of common stock at an exercise price of $0.39 per share to a new director. The options vest annually over three years, subject to the continued service on the board. The options were valued using the Black-Scholes option pricing model using a volatility of 103.79% based upon the historical price of the companys stock, a term of 6.5 years, using the simplified method and a risk free rate of 1.52%. The calculated fair value, $9,631 will be recognized over the requisite service period. |
Organization and Basis of Pre14
Organization and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization GelTech Solutions, Inc., or GelTech or the Company, generates revenue primarily from marketing products based around the following four product categories (1) FireIce®, a water enhancing powder that can be utilized both as a fire suppressant in wildland and urban firefighting, including fires in underground utility structures, and in wildland firefighting as a medium-term fire retardant to protect wildlands, structures and firefighters; (2) FireIce Shield®, a line of products used by industry, police departments and first responders to protect assets from fire; (3) Soil 2 2 2 Our unaudited condensed consolidated financial statements have been prepared on a going concern basis, and we need to generate sufficient material revenues to support the ongoing business of GelTech. The corporate office is located in Jupiter, Florida. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its three wholly-owned subsidiaries: FireIce Gel, Inc., GelTech International, Inc. and Weather Tech Innovations, Inc. There has been no activity in FireIce Gel, Inc., Weather Tech Innovations, Inc. and GelTech International, Inc. These unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (SEC) for interim financial information. Accordingly, they do not include all of the information and footnotes required by "GAAP" for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The information included in these unaudited consolidated interim financial statements should be read in conjunction with Managements Discussion and Analysis of Financial Conditions and Results of Operations contained in this report and the audited consolidated financial statements and accompanying notes included in the Companys Transition Report on Form 10-KT for the six months ended December 31, 2015 filed on March 31, 2016. |
Inventories | Inventories Inventories as of March 31, 2016 consisted of raw materials and finished goods in the amounts of $436,282 and $943,882, respectively. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management believes that the estimates utilized in preparing its consolidated financial statements are reasonable; however, actual results could differ materially from these estimates. Significant estimates for the three months ended March 31, 2016 include the allowance for doubtful accounts, depreciation and amortization, valuation of inventories, valuation of options and warrants granted for services or settlements, valuation of common stock granted for services or debt conversion, valuation of debt discount related to the beneficial conversion feature of convertible notes, accruals for litigation losses and the valuation of deferred tax assets. |
Net Earnings (Loss) per Share | Net Earnings (Loss) per Share The Company computes net earnings (loss) per share in accordance with ASC 260-10, Earnings per Share |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for employee stock-based compensation in accordance with ASC 718-10, Share-Based Payment Determining Fair Value Under ASC 718-10 The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing formula. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. The Companys determination of fair value using an option-pricing model is affected by the stock price as well as assumptions regarding the number of highly subjective variables. The Company estimates volatility based upon the historical stock price of the Company and estimates the expected term for employee stock options using the simplified method for employees and directors and the contractual term for non-employees. The risk free rate is determined based upon the prevailing rate of United States Treasury securities with similar maturities. The fair values of stock options and warrants granted during the period from January 1, 2016 to March 31, 2016 were estimated using the following assumptions: Risk free interest rate 0.64% - 1.49% Expected term (in years) 2.0 - 5.0 Dividend yield Volatility of common stock 103.14% - 103.73% Estimated annual forfeitures |
New Accounting Pronouncements | New Accounting Pronouncements In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory No additional Accounting Standards Updates (ASUs) which were not effective until after March 31, 2016 are expected to have a significant effect on the Company's consolidated financial position or results of operations. |
Organization and Basis of Pre15
Organization and Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Organization And Basis Of Presentation Tables | |
Schedule of Fair Value Assumptions for Stock Options | The fair values of stock options and warrants granted during the period from January 1, 2016 to March 31, 2016 were estimated using the following assumptions: Risk free interest rate 0.64% - 1.49% Expected term (in years) 2.0 - 5.0 Dividend yield Volatility of common stock 103.14% - 103.73% Estimated annual forfeitures |
Organization and Basis of Pre16
Organization and Basis of Presentation (Details) | 3 Months Ended |
Mar. 31, 2016USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Raw materials | $ | $ 436,282 |
Finished goods | $ | $ 943,882 |
Employee Options and Stock Appreciation Rights [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares considered antidilutive | 10,680,340 |
Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares considered antidilutive | 11,251,267 |
Stock Options For Convertible Notes Reserved [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares considered antidilutive | 17,404,245 |
Organization and Basis of Pre17
Organization and Basis of Presentation (Schedule of Fair Value Assumptions) (Details) | 3 Months Ended |
Mar. 31, 2016 | |
Risk-free interest rate, minimum | 0.64% |
Risk-free interest rate, maximum | 1.49% |
Dividend yield | |
Volatility of common stock, minimum | 103.14% |
Volatility of common stock, maximum | 103.73% |
Estimated annual forfeitures | |
Minimum [Member] | |
Expected term (in years) | 2 years |
Maximum [Member] | |
Expected term (in years) | 5 years |
Going Concern (Details)
Going Concern (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Aug. 12, 2015 | |
Related Party Transaction [Line Items] | ||||
Accumulated deficit | $ (44,868,853) | $ (43,285,883) | ||
Stockholders' deficit | 5,061,339 | $ 4,482,416 | ||
Net loss | 1,582,970 | $ 1,689,934 | ||
Net cash used in operating activities | 879,453 | |||
President and Principal Shareholder [Member] | ||||
Related Party Transaction [Line Items] | ||||
Advances from convertible line of credit | 680,000 | |||
Lincoln Park Capital Fund, LLC. [Member] | ||||
Related Party Transaction [Line Items] | ||||
Common stock issued | $ 10,000,000 | |||
Proceeds from issuance of common stock | $ 225,245 |
Convertible Note Agreements -19
Convertible Note Agreements - Related Party (Details) - USD ($) | Feb. 12, 2015 | Jul. 11, 2013 | Feb. 01, 2013 | Feb. 29, 2016 | Sep. 30, 2015 | Mar. 31, 2016 | Sep. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2015 |
Debt Conversion [Line Items] | |||||||||
Loss on extinguishment of debt | $ 596,648 | ||||||||
Loss on conversion of interest | $ 72,765 | $ (12,841) | |||||||
Maximum [Member] | |||||||||
Debt Conversion [Line Items] | |||||||||
Expected term, simplified method | 5 years | ||||||||
New Employee [Member] | |||||||||
Debt Conversion [Line Items] | |||||||||
Term | 5 years | ||||||||
Volatility rate (as a percent) | 103.14% | ||||||||
Discount rate | 0.64% | ||||||||
Expected term, simplified method | 2 years | ||||||||
President [Member] | Convertible Note Payable Dated February 2013 [Member] | |||||||||
Debt Conversion [Line Items] | |||||||||
Debt issued | $ 1,997,483 | ||||||||
Debt, interest rate | 7.50% | ||||||||
Convertible note, conversion price | $ 0.35 | ||||||||
Maturity date | Dec. 31, 2020 | Dec. 31, 2016 | |||||||
Loss on extinguishment of debt | $ (34,586) | ||||||||
Accrued interest | 24,626 | ||||||||
Recognized interest expense | 37,350 | ||||||||
President [Member] | Convertible Note Payable Dated July 2013 [Member] | |||||||||
Debt Conversion [Line Items] | |||||||||
Debt issued | $ 1,000,000 | 1,000,000 | |||||||
Debt, interest rate | 7.50% | ||||||||
Convertible note, conversion price | $ 0.35 | $ 1 | |||||||
Maturity date | Dec. 31, 2020 | Jul. 10, 2018 | |||||||
Loss on extinguishment of debt | (562,062) | ||||||||
Term | 5 years | ||||||||
Number of shares callable by warrants | 500,000 | ||||||||
Accrued interest | 56,507 | ||||||||
Note discount | 60,390 | ||||||||
Recognized interest expense | 2,558 | ||||||||
Unamortized discount | 48,807 | ||||||||
Exercise price of shares called by warrants | $ 1.30 | ||||||||
President [Member] | Secured Convertible Line of Credit Agreement [Member] | |||||||||
Debt Conversion [Line Items] | |||||||||
Maximum borrowing capacity | $ 4,000,000 | ||||||||
Debt, interest rate | 7.50% | ||||||||
Maturity date | Dec. 31, 2020 | ||||||||
Term | 2 years | ||||||||
Recognized interest expense | $ 25,364 | ||||||||
Exercise price of shares called by warrants | $ 2 | ||||||||
Term | 2 years | ||||||||
Percentage of warrants issued equals of number of shares issuable upon the conversion | 50.00% | ||||||||
Number of advances received | 7 | ||||||||
Expected term, simplified method | 2 years | ||||||||
President [Member] | Secured Convertible Line of Credit Agreement [Member] | Maximum [Member] | |||||||||
Debt Conversion [Line Items] | |||||||||
Volatility rate (as a percent) | 103.73% | ||||||||
Discount rate | 0.90% | ||||||||
President and Principal Shareholder [Member] | Common Stock [Member] | |||||||||
Debt Conversion [Line Items] | |||||||||
Shares issued upon conversion of convertible note | 428,032 | ||||||||
Accrued interest | $ 149,811 | ||||||||
Loss on conversion of interest | $ 72,765 | ||||||||
President and Principal Shareholder [Member] | Convertible Note Payable Dated July 2013 [Member] | |||||||||
Debt Conversion [Line Items] | |||||||||
Accrued interest | $ 75,000 | ||||||||
President and Principal Shareholder [Member] | Secured Convertible Line of Credit Agreement [Member] | |||||||||
Debt Conversion [Line Items] | |||||||||
Debt issued | $ 3,945,000 | ||||||||
Number of shares callable by warrants | 783,963 | ||||||||
Unamortized discount | $ 308,287 | ||||||||
Unamortized beneficial conversion feature | 308,287 | ||||||||
Convertible amount | $ 680,000 |
Stockholders' Deficit (Preferre
Stockholders' Deficit (Preferred Stock) (Details) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Stockholders' Equity Note [Abstract] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Stockholders' Deficit (Common S
Stockholders' Deficit (Common Stock) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Feb. 29, 2016 | Aug. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Aug. 12, 2015 | Jun. 30, 2015 | |
Class of Stock [Line Items] | ||||||
Gain (loss) on conversion of interest | $ 72,765 | $ (12,841) | ||||
Common stock issued for services | $ 7,656 | |||||
Consultant Service [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock issued for services, shares | 3,581 | |||||
Common stock issued for services | $ 1,656 | |||||
Common stock issued for investor relation services, shares | 13,947 | |||||
Common stock issued for investor relation services | $ 6,000 | |||||
President and Principal Shareholder [Member] | Convertible Note Payable Dated July 2013 [Member] | ||||||
Class of Stock [Line Items] | ||||||
Accrued interest | $ 75,000 | |||||
President and Principal Shareholder [Member] | Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock issued for interest, shares | 428,032 | |||||
Common stock issued for interest | $ 149,811 | |||||
Gain (loss) on conversion of interest | $ 72,765 | |||||
Lincoln Park Capital Fund, LLC. [Member] | ||||||
Class of Stock [Line Items] | ||||||
Proceeds from issuance of common stock | 225,245 | |||||
Common stock issued | $ 10,000,000 | |||||
Lincoln Park Capital Fund, LLC. [Member] | Common Stock [Member] | Common Stock Purchase Agreement [Member] | ||||||
Class of Stock [Line Items] | ||||||
Proceeds from issuance of common stock per agreement | $ 10,000,000 | |||||
Common stock issued for cash in connection with stock purchase agreement | $ 225,245 | |||||
Common stock issued for cash in connection with stock purchase agreement, shares | 291,097 | 508,822 | ||||
Proceeds from issuance of common stock | $ 10,000,000 |
Stockholders' Deficit (Narrativ
Stockholders' Deficit (Narrative) (Options) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 157,464 | $ 221,759 | |
Non Employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 61,211 | ||
Employee Options and Stock Appreciation Rights [Member] | Non Directors [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted | 0 | ||
Share-based compensation expense | $ 157,464 | ||
Share-based compensaion expense not yet recognized | $ 166,513 | ||
Employee Options and Stock Appreciation Rights [Member] | Non Employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted | 0 | ||
Employee Options and Stock Appreciation Rights [Member] | Employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted | 0 | ||
Employee Options and Stock Appreciation Rights [Member] | Directors [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted | 0 | ||
President and Principal Shareholder [Member] | Secured Convertible Line of Credit Agreement [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares callable by warrants | 3,968,258 | ||
Warrants extended held by employees | 2,443,565 | ||
Expense recorded | $ 207,000 | ||
President and Principal Shareholder [Member] | Secured Convertible Line of Credit Agreement [Member] | Five Year Term Warrant [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Fair value of Warrants | $ 44,477 | ||
Expected term | 5 years | ||
Warrants issued to purchase common stock | 150,000 | ||
Volatility | 103.14% | ||
Warrants risk free rate | 1.49% | ||
President and Principal Shareholder [Member] | Secured Convertible Line of Credit Agreement [Member] | Two Year Term Warrant [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 2 years | ||
Warrants issued to purchase common stock | 783,963 | ||
Proceeds from exercise of warrants | $ 680,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation accrual included in other income | $ 56,956 |
Final judgement against plaintiff issued by court | 510,499 |
Term extension of compensation agreement | $ 80,000 |
Concentrations (Details)
Concentrations (Details) | 3 Months Ended |
Mar. 31, 2016USD ($)Customers | |
Concentration Risk [Line Items] | |
Total EMFIDS parts, raw material and packaging purchases made during the period | $ | $ 32,000 |
Sales Revenue [Member] | |
Concentration Risk [Line Items] | |
Number of customers in concentration | 3 |
Number of products in concentration | 3 |
Sales Revenue [Member] | Customer One Concentration Risk [Member] | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 32.30% |
Sales Revenue [Member] | Customer Two Concentration Risk [Member] | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 31.90% |
Sales Revenue [Member] | Customer Three Concentration Risk [Member] | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 11.20% |
Sales Revenue [Member] | Fire Ice [Member] | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 47.00% |
Sales Revenue [Member] | Soil 2 O [Member] | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 27.50% |
Sales Revenue [Member] | FireIce Shield [Member] | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 24.20% |
Sales Revenue [Member] | FireIce Eductors, EMFIDS and extinguishers [Member] | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 11.40% |
Sales Revenue [Member] | Soil 2 O Soil Cap Products [Member] | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 88.60% |
Sales Revenue [Member] | Soil 2 O Traditional Sales [Member] | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 50.10% |
Sales Revenue [Member] | Soil 2 O Dust Control Products [Member] | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 49.90% |
Sales Revenue [Member] | Canisters and Refills [Member] | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 84.90% |
Sales Revenue [Member] | Spray Bottles [Member] | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 15.10% |
Sales Revenue [Member] | Non-US [Member] | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 43.10% |
Accounts Receivable [Member] | |
Concentration Risk [Line Items] | |
Number of customers in concentration | 2 |
Accounts Receivable [Member] | Customer One Concentration Risk [Member] | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 63.80% |
Accounts Receivable [Member] | Customer Two Concentration Risk [Member] | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 13.40% |
Inventory purchases [Member] | |
Concentration Risk [Line Items] | |
Number of customers in concentration | 1 |
Inventory purchases [Member] | Supplier Two Concentration Risk [Member] | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 55.80% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Apr. 30, 2016 | Mar. 31, 2016 | |
Minimum [Member] | ||
Subsequent Event [Line Items] | ||
Expected term | 2 years | |
Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Expected term | 5 years | |
President and Principal Shareholder [Member] | ||
Subsequent Event [Line Items] | ||
Advances from convertible line of credit | $ 680,000 | |
President and Principal Shareholder [Member] | Secured Convertible Line of Credit Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares callable by warrants | 783,963 | |
Lincoln Park Capital Fund, LLC. [Member] | ||
Subsequent Event [Line Items] | ||
Proceeds from issuance of common stock | $ 225,245 | |
Subsequent Event [Member] | Two Year Warrants [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares callable by warrants | 529,058 | |
Warrant exercise price | $ 2 | |
Advances from convertible line of credit | $ 400,000 | |
Subsequent Event [Member] | Ten Year Warrants [Member] | ||
Subsequent Event [Line Items] | ||
Warrant exercise price | $ 0.39 | |
Discount rate | 1.52% | |
Term | 3 years | |
Volatility rate (as a percent) | 103.79% | |
Expected term | 6 years 6 months | |
Discount rate (as a percent) | 1.52% | |
Fair value of options | $ 9,631 | |
Subsequent Event [Member] | President and Principal Shareholder [Member] | ||
Subsequent Event [Line Items] | ||
Common shares issued for payment of accrued interest | 296,371 | |
Accrued interest paid from issuance of common shares | $ 148,365 | |
Subsequent Event [Member] | President and Principal Shareholder [Member] | Secured Revolving Convertible Promissory Note [Member] | ||
Subsequent Event [Line Items] | ||
Advances from convertible line of credit | $ 5,000,000 | |
Discount rate | 39.00% | |
Number of shares issued | 30,000 | |
Discount rate (as a percent) | 39.00% | |
Subsequent Event [Member] | President and Principal Shareholder [Member] | Secured Convertible Line of Credit Agreement [Member] | Minimum [Member] | ||
Subsequent Event [Line Items] | ||
Convertible note, conversion price | $ 0.36 | |
Subsequent Event [Member] | President and Principal Shareholder [Member] | Secured Convertible Line of Credit Agreement [Member] | Maximum [Member] | ||
Subsequent Event [Line Items] | ||
Convertible note, conversion price | $ 0.40 | |
Subsequent Event [Member] | Investor Relations Services [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares issued | 4,167 | |
Proceeds from issuance of common stock | $ 2,000 | |
Subsequent Event [Member] | Lincoln Park Capital Fund, LLC. [Member] | Common Stock Purchase Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Number of shares issued | 152,319 | |
Proceeds from issuance of common stock | $ 59,200 |