SHAREHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2015 |
Equity [Abstract] | |
SHAREHOLDERS' EQUITY | Capital Stock |
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The Company is authorized to issue 150.0 million shares, all of which are common stock with a par value of $.001 per share. |
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Issuances of Common Stock |
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On January 17, 2013, the Company entered into an investor relations agreement with a third party pursuant to which the Company agreed to issue over the term of the agreement an aggregate of 250,000 shares of common stock in exchange for investor relations’ services to be rendered. The Company extended the terms of the investor relations agreement on a monthly basis. For the three months ended March 31, 2015, the Company issued 70,000 shares related to the service rendered. The Company recognized expense of $11,900, and $44,000 under the investor relations agreements during the three months ended March 31, 2015 and 2014 respectively. |
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On March 17, 2015, the Company entered into an agreement with a consultant to provide investor relations services to the Company. In consideration of such services, the Company issued 28,125 shares during the three months ended March 31, 2015 to the consultant, which were valued at the closing price of the Company’s common stock on the date of issuance. The aggregate value of the shares issued was $3,938 which corresponds to the service period of the consultant’s services. |
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On August 27, 2014, the Company agreed to issue 200,000 shares of stock pursuant to a consulting contract with a third party for marketing and public relations services. The Company issued 100,000 shares of stock pursuant to this agreement on September 2, 2014. The remaining 100,000 shares were issued on November 4, 2014. The Company extended the consulting contract in January of 2015, and agreed to issue an additional 200,000 shares. The issued shares have been valued at the closing price of the Company’s common stock on the date of issuance and are expensed over the period that the services are rendered. The Company recognized $12,667 during the three months ended March 31, 2015, related to services provided. |
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On March 12, 2015, the Company entered into an amendment agreement with the holder of the February 2014 Convertible Debenture. Pursuant to the Agreement, the maturity date of the Debenture was amended from March 13, 2015 to September 13, 2015. In connection with the execution of the Agreement, the Company issued 250,000 shares of the Company’s common stock. (See Note 7). |
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The Company issued 230,000 shares of common stock upon conversion of the September 2014 Convertible Debenture. The September 2014 Convertible Debenture was converted according to the terms of the note, by the investor on March 30, 2015. (See Note 7). |
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On January 23, 2015, the Company entered into a settlement agreement with CRI where-by CRI agreed to return 200,000 shares to the Company. The share return was in consideration for the Company completing certain product development and regulatory efforts relating to the sale of the product in foreign territories. (See Note 4). |
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The Company issued an additional 137,500 shares of common stock to other consultants under consulting agreements during the three months ended March 31, 2015. The shares were issued under the Company’s 2013 Equity Incentive Plan (the “Incentive Plan”) or under the corresponding S-8 Plan, as filed with the Securities Exchange Commission. All issued shares have been valued at the closing price of the Company’s common stock on the date of issuance. The aggregate value of the shares issued was $25,900, and $29,900 for the three months ended March 31, 2015 and 2014, respectively. |
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2013 Equity Plan |
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The Company has issued share-based stock, stock unit and option awards to employees, non-executive directors and outside consultants under the Incentive Plan, which was approved by the Company’s Board of Directors in February of 2013. The Incentive Plan allows for the issuance of up to 10,000,000 shares of the Company’s common stock to be issued in the form of stock options, stock awards, stock unit awards, stock appreciation rights, performance shares and other share-based awards. The exercise price for all equity awards issued under the Incentive Plan is based on the fair market value of the common stock. Currently, because the Company’s common stock is quoted on the OTCQB, the fair market value of the common stock is equal to the last-sale price reported by the OTCQB as of the date of determination, or if there were no sales on such date, on the last date preceding such date on which a sale was reported. Generally, each vested stock unit entitles the recipient to receive one share of Company common stock which is eligible for settlement at the earliest of their termination, a change in control of the Company or a specified date. Stock units can vest according to a schedule or immediately upon award. Stock options generally vest over a three-year period, first year cliff vesting with quarterly vesting thereafter on the three-year awards, and have a ten-year life. Stock options outstanding are subject to time-based vesting as described above and thus are not performance-based. |
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As of March 31, 2015, there were 8,345,239 stock units and 123,500 shares subject to options outstanding, the Company issued 1,071,772 shares as payments for services, and 459,489 shares were available for future grants under the Incentive Plan. |
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2014 Equity Plan |
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The Company has issued share-based stock, stock unit and option awards to employees, non-executive directors and outside consultants under the Incentive Plan, which was approved by the Company’s Board of Directors in November 2014. The Incentive Plan allows for the issuance of up to 20,000,000 shares of the Company’s common stock to be issued in the form of stock options, stock awards, stock unit awards, stock appreciation rights, performance shares and other share-based awards. The exercise price for all equity awards issued under the Incentive Plan is based on the fair market value of the common stock. Currently, because the Company’s common stock is quoted on the OTCQB, the fair market value of the common stock is equal to the last-sale price reported by the OTCQB as of the date of determination, or if there were no sales on such date, on the last date preceding such date on which a sale was reported. Generally, each vested stock unit entitles the recipient to receive one share of Company common stock which is eligible for settlement at the earliest of their termination, a change in control of the Company or a specified date. Stock units can vest according to a schedule or immediately upon award. Stock options generally vest over a three-year period, first year cliff vesting with quarterly vesting thereafter on the three-year awards, and have a ten-year life. Stock options outstanding are subject to time-based vesting as described above and thus are not performance-based. |
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As of March 31, 2015, there were 10,390,000 stock units outstanding, the Company issued 10,390,000 shares to employees and consultants, and 9,630,000 shares were available for future grants under the Incentive Plan. |
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Stock-based Compensation |
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The stock-based compensation expense for the three months ended March 31, 2015 was $630,518, for the issuance of stock units and stock options. The stock-based compensation expense for the three months ended March 31, 2014 was $564,226. The Company calculates the fair value of the stock units based upon the quoted market value of the common stock at the date of grant. The Company calculates the fair value of each stock option award on the date of grant using the Black-Scholes Option-Pricing Model. For the three months ended March 31, 2015, the following weighted average assumptions were utilized for the stock option granted during the period: |
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| | 31-Mar-15 | | | | | | | | | | | | | |
Expected life (in years) | | | 6 | | | | | | | | | | | | | |
Expected volatility | | | 222.79 | % | | | | | | | | | | | | |
Average risk free interest rate | | | 1.54 | % | | | | | | | | | | | | |
Dividend yield | | | 0 | % | | | | | | | | | | | | |
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The dividend yield of zero is based on the fact that the Company has never paid cash dividends and has no present intention to pay cash dividends. Expected volatility is based on the historical volatility of the Company’s common shares over the period commensurate with the expected life of the options. Expected life in years is based on the “simplified” method as permitted by ASC Topic 718. The Company believes that all stock options issued under its stock option plans meet the criteria of “plain vanilla” stock options. The Company uses a term of six years for all employee stock options. The risk free interest rate is based on average rates for five and seven year treasury notes as published by the Federal Reserve. |
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The following table summarizes the number of options outstanding and the weighted average exercise price: |
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| | Options | | | Weighted average exercise price | | | Weighted remaining contractual life (years) | | | Aggregate intrinsic value | |
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Outstanding at December 31, 2014 | | | 113,000 | | | $ | 0.37 | | | | 9.5 | | | $ | - | |
Granted | | | 10,500 | | | | 0.14 | | | | 10 | | | | - | |
Exercised | | | - | | | | - | | | | - | | | | - | |
Cancelled | | | - | | | | - | | | | - | | | | - | |
Forfeited | | | - | | | | - | | | | - | | | | - | |
Outstanding at March 31, 2015 | | | 123,500 | | | | 0.35 | | | | 9.3 | | | $ | - | |
Vested at March 31, 2015 | | | 123,500 | | | $ | 0.35 | | | | 9.3 | | | $ | - | |
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The aggregate intrinsic value is calculated as the difference between the exercise price of all outstanding options and the quoted price of the Company’s common shares that were in the money at March 31, 2015. At March 31, 2015 and December 31, 2014, the aggregate intrinsic value of all outstanding options was $0. |
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The Company granted 10,500 and 92,000 options during the three months ended March 31, 2015 and the year ended December 31, 2014, respectively. The weighted average grant date fair value per share of options granted during the three months ended March 31, 2015 and the year ended December 31, 2014 was $0.14 and $0.31, respectively. |
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Stock Units |
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The following table summarizes the number of stock units outstanding: |
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| | Restricted Stock Units | | | | | | | | | | | | | |
Outstanding at December 31, 2014 | | | 8,270,239 | | | | | | | | | | | | | |
Granted | | | 10,507,143 | | | | | | | | | | | | | |
Expired | | | - | | | | | | | | | | | | | |
Cancelled | | | - | | | | | | | | | | | | | |
Forfeited | | | - | | | | | | | | | | | | | |
Outstanding at March 31, 2015 | | | 18,777,382 | | | | | | | | | | | | | |
Vested at March 31, 2015 | | | 11,403,623 | | | | | | | | | | | | | |
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The vested stock units at March 31, 2015 have not settled and are not showing as issued and outstanding shares of the Company. Settlement of these vested stock units will occur on the earliest of (i) the date of termination of service of the employee or consultant, (ii) change of control of the Company, or (iii) 10 years from date of issuance. Settlement of vested stock units may be made in the form of (i) cash, (ii) shares, or (iii) any combination of both, as determined by the board of directors. |
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On February 15, 2013, the Company entered into a stock unit agreement with its President and Chief Executive Officer pursuant to his employment agreement. Under the terms of the agreement, the Company issued 6,000,000 stock units, 2,000,000 of the units vested immediately, while the remaining 4,000,000 vest in eight equal quarterly installments until January 1, 2015, subject to his continued service to the Company as of the vesting date. As of March 31, 2015, all of the stock units have vested under this agreement. There were 500,000 stock units which vested during the three months ended March 31, 2015 and the Company recognized expense of $210,000 which corresponds to the service period. |
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On February 15, 2013, the Company entered into a stock unit agreement with a consultant. Under the terms of the agreement, the Company issued 300,000 stock units, with one thirty-sixth of the units vesting on the 7th day of each month beginning on March 7, 2013, subject to the consultant’s continued service to the Company as of the vesting date. At March 31, 2015, 208,325 shares have vested under this agreement. There were 24,999 stock units which vested during the three months ended March 31, 2015 and the Company recognized expense of $9,333, which corresponds to the service period. |
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In connection with the appointment of Ms. Dillen as Executive Vice President, Chief Financial Officer, the Company entered into an employment letter with her on February 6, 2014. Under the terms of the employment letter, Ms. Dillen received 600,000 stock units. 200,000 of the units vested after six months of employment, while the remaining 400,000 vest in eight equal quarterly installments until August 6, 2016, subject to her continued service to the Company as of the vesting date. Ms. Dillen is also eligible to receive a grant of 100,000 stock units when the Company’s shares of common stock are listed on Nasdaq, all subject to Ms. Dillen’s continued employment. As of March 31, 2015, 300,000 stock units have vested under this agreement. The Company recognized a total expense of $119,933 which corresponds to the service period. |
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On February 6, 2014, the Company issued 852,273 stock units to the President and CEO in lieu of cash for the annual bonus. |
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In May 2014, the Company issued an additional 75,000 restricted stock units to an employee, which vest according to the Company’s standard vesting plan. As of March 31, 2015, the Company recognized expense of $27,750 which corresponds to the service period. |
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During the three months ended March 31, 2015, the Company issued 85,714 stock units to its Board of Directors, related to Board Compensation, and recognized $12,000 of expense related to the stock units. |
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On March 31, 2015, the Company issued 10,370,000 restricted stock units to employees and consultants, which vest one-third on the issuance date and then monthly for the next 2 years. As of March 31, 2015, the Company recognized expense of $ 483,933 for the vested units. |
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The Company recognized total compensation expense for the three months ended March 31, 2015 of $628,694 for the vested portion of the stock units related to employees. As of March 31, 2015, compensation expense related to unvested shares not yet recognized in the income statement was $770,459 and is expected to be recognized over an average remaining period of 2 years. |
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Warrants |
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On December 7, 2011, the Company entered into a promissory note with Dawson James Securities, Inc. (“DJS”) whereby, as compensation for consulting services rendered, the Company agreed to pay DJS a sum of $50,000 at a rate of 8.0% per annum. On January 28, 2013, the Company paid DJS $54,548, which represents the principal and accrued interest due on the note, discharging the note in full. The Company issued 380,973 warrants in connection with the Dawson James notes. The warrants have an exercise price of $0.10 and expire December 6, 2018. |
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The Company issued 250,000 warrants in connection with the February 2014 Convertible Debentures. The warrants had an exercise price of $0.50 and expire February 13, 2019 (See Note 4). On March 6, 2015 the Company entered into an agreement with the note holder to extend the February 2014 Convertible Debentures for six months. As consideration for the extension, the Company granted the note holder an additional 250,000 warrants and reduced the exercise price of the warrants from $0.50 to $0.30. (See Note 7). |
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The Company issued 750,000 warrants in connection with the January 2015 Non-Convertible Debentures. The warrants, are exercisable for five years from the closing date at an exercise price of $0.30 per share of Common Stock. The warrants contain anti-dilution protection, including protection upon dilutive issuances. (See Notes 7 and 8). |
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At March 31, 2015, there are 1,630,973 fully vested warrants outstanding. |
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Warrant Derivative Liability |
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The Warrants issued in connection with the January 2015 Non-Convertible Debentures and the February 2014 Convertible Debenture are measured at fair value and classified as a liability because these warrants contain anti-dilution protection and therefore, cannot be considered indexed to the Company’s own stock which is a requirement for the scope exception as outlined under ASC 815. The estimated fair value of the warrants was determined using the Black-Scholes Option-Pricing Model, resulting in a value of $235,736, which was limited to the value of the debt of $150,000 in accordance with the relative fair value method, and $76,299 respectively, on the date they were issued. The fair value will be affected by changes in inputs to that model including our stock price, expected stock price volatility, the contractual term, and the risk-free interest rate. The Company will continue to classify the fair value of the warrants as a liability until the warrants are exercised, expire or are amended in a way that would no longer require these warrants to be classified as a liability, whichever comes first. The anti-dilution protection for the warrants survives for the life of the warrants which ends in January 2020 and March 2020. (See Notes 7 and 8). |
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The assumptions for the Black-Scholes Option-Pricing Model are represented in the table below for the warrants issued with the January 2015 Non-Convertible Notes and the February 2014 Convertible Debenture , reflected on a per share common stock equivalent basis. |
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| | 31-Mar-15 | | | | | | | | | | | | | |
Expected life (in years) | | | 6 | | | | | | | | | | | | | |
Expected volatility | | | 100 | % | | | | | | | | | | | | |
Average risk free interest rate | | | 1.54 | % | | | | | | | | | | | | |
Dividend yield | | | 0 | % | | | | | | | | | | | | |
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The following table presents the changes in fair value of our warrants measured at fair value on a recurring basis for each reporting period-end. |
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| | 31-Mar-15 | | | | | | | | | | | | | |
Beginning Balance | | $ | - | | | | | | | | | | | | | |
Value of Derivative Liability with January 2015 Non-Convertible Debentures | | | 150,000 | | | | | | | | | | | | | |
Value of Derivative Liability with the February 2014 Convertible Debentures | | | 76,299 | | | | | | | | | | | | | |
Change in Fair Value | | | 11,223 | | | | | | | | | | | | | |
Ending Balance | | $ | 237,522 | | | | | | | | | | | | | |