COMMON STOCK, WARRANTS AND OPTIONS | 9 Months Ended |
31-May-14 |
COMMON STOCK, WARRANTS AND OPTIONS [Abstract] | ' |
COMMON STOCK, WARRANTS AND OPTIONS | ' |
NOTE 7: | COMMON STOCK, WARRANTS AND OPTIONS | | | | | | | | | | | | | | | |
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Common Stock |
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On December 29, 2013, the Company entered into an agreement to purchase certain intellectual property ("IP") from Motti Kushnir and Matan Protter (the "Sellers"). In consideration for the purchase of the IP, the Company issued 84,226 shares of common stock, valued at approximately 100,000 New Israeli Shekels ($26,110), of the Company which was restricted for a period of six months from the date of issuance. |
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During the nine months ended May 31, 2014, a consultant exercised 1,647,170 options at an exercise price of $0.10 per share. The Company received cash proceeds of $164,717 on exercise of those options. |
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As of May 31, 2014, there are 355,468 shares of common stock in the Company's treasury. |
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Warrants |
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Warrant transactions are summarized as follows: |
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| | Number of warrants | | | Weighted | | Weighted average life remaining | | | | | | | |
average | (in years) | | | | | | |
exercise | | | | | | | |
price | | | | | | | |
Balance as at August 31, 2013 | | | | | | | | | | | | | | |
Issued | | | 13,710,172 | | | | 0.28 | | 3.51 years | | | | | | | |
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Additions as of May 31, 2014 | | | | | | | | | | | | | | | | |
Issued | | | 12,520,000 | | | | 0.5 | | 4.64 years | | | | | | | |
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Balance as at May 31, 2014 | | | 26,230,172 | | | | 0.39 | | 3.66 years | | | | | | | |
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As of May 31, 2014, there were 26,230,172 warrants outstanding and exercisable with expiration dates commencing June 2015 through May 2019. |
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Stock Options |
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On March 24, 2014, the Company's board of directors adopted the 2014 Equity Incentive Plan, pursuant to which the Company may issue up to 30,000,000 shares (or options to purchase shares) of the Company's Common Stock to designated officers, directors, employees and service provides of the Company pursuant to the terms of the 2014 Plan. |
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On March 24, 2014, the Company's board of directors elected Moshe Hogeg ("Mr. Hogeg"), a Director of the Company, to serve as Chairman of the Board until the next Annual Meeting of the Board or until his successor is duly qualified and elected. In consideration of his services as Chairman of the Board, the Company issued to Mr. Hogeg options to acquire 20,000,000 shares of the Company's Common Stock under the Company's 2014 Plan, such options, in the aggregate, to vest in 24 equal monthly installments (with the first vesting date being one month following the date of grant), provided he continues to serve as Chairman of the Board as of the relevant vesting date, and to have an exercise price of $0.01 per share and an expiration date which is March 24, 2024 (or earlier as provided in the 2014 Plan), and which will be subject to the execution and the terms of an option agreement between the Company and Mr. Hogeg. |
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During the nine months ended May 31, 2014, the Board of Directors granted to a director 100,000 Non-Qualified Stock Options with an exercise price of $0.29, vesting semiannually over the next 2 years (at the beginning of the Company's quarterly reporting date), and expiring on September 1, 2018. 25,000 (or 25%) of the Options shall initially vest on March 1, 2014 through September 1, 2015. |
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During the nine months ended May 31, 2014, the Company's former Chief Financial Officer, Mr. Joshua Yifat, entered into a consulting agreement effective on January 1, 2014. Pursuant to the consulting agreement, the Board of Directors granted him 200,000 Non-Qualified Stock Options on November 7, 2013, at an exercise price of $0.35 vesting on April 16, 2014 and expiring on November 6, 2018. |
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During the nine months ended May 31, 2014, the Board of Directors unanimously resolved to approve the appointments of Professor Steve Mann and Mr. Ido Sadeh as members of the Company's Technology Advisory Board (the "Advisory Board"). |
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Professor Steve Mann was granted 200,000 Non-Qualified Stock Options with an exercise price of $0.33 (the "Options"), vesting semiannually over the next 2 years, and expiring on January 13, 2019. 50,000 (or 25%) of the Options shall initially vest on June 30, 2014 through December 31, 2015. |
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Mr. Ido Sadeh was granted 400,000 Non-Qualified Stock Options with an exercise price of $0.285 (the "Options"), vesting semiannually over the next 2 years, and expiring on February 21, 2019. 100,000 (or 25%) of the Options shall initially vest on August 31, 2014 through February 28, 2016. |
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During the nine months ended May 31, 2014, the Board of Directors granted to a director 200,000 Non-Qualified Stock Options with an exercise price of $0.285. 100,000 options will be vested immediately and 100,000 options vesting semiannually over the next 2 years, and expiring on February 22, 2019. |
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During the nine months ended May 31, 2014, the Board of Directors granted to Infinity Israel employees 300,000 Non-Qualified Stock Options with an exercise price of $0.285 (the "Options"), vesting semiannually over the next 3 years, and expiring on February 22, 2019. |
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During the nine months ended May 31, 2014, the Board of Directors granted to certain of the Company's officers 4,650,000 Non-Qualified Stock Options with exercise prices ranging from $0.10-$0.40 (the "Options"), vesting semiannually over the next 2-3 years, and expiring on February 22, 2019. |
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During the nine months ended May 31, 2014, the Board of Directors granted to a former employee of Infinity Israel 218,750 Non-Qualified Stock Options with an exercise price of $0.25 (the "Options"). The options vested immediately and expired on June 23, 2014. |
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During the nine months ended May 31, 2014, the Board of Directors granted to a former employee of Infinity Israel 50,000 Non-Qualified Stock Options with an exercise price of $0.285 (the "Options"). The options vested immediately and expired on May 24, 2014. |
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On March 4, 2013, the Company entered into four separate Consulting Agreements (each, a "2013 Consulting Agreement") with each of Agam Technologies LLC, SmartEyes Technologies LLC, XO Marketing LLC, and Gili Revensary as the managing member of GiliTech LLC (each, a "2013 Consultant") and, in connection with each such 2013 Consulting Agreement, issued to the such 2013 Consultant, options to purchase 22,500,000 shares of the Company's Common Stock with an exercise price of $0.10 under the Existing Plans and Nonqualified Stock Option Agreements, dated March 4, 2013 (each, the "2013 Consultant's Options" and the "2013 Option Agreement", respectively). In accordance with the 2013 Option Agreements, all the 2013 Consultant's Options which are vested at the termination of the 2013 Consulting Agreements may be exercised during a period of ninety (90) days after such termination date, and at the end of such ninety (90) day period, any unexercised 2013 Consultant's Options shall automatically expire and in accordance with the terms of the Existing Plans, shall be returned to the pool of shares available under the Existing Plans. Effective March 4, 2014 the Company terminated each of the 2013 Consulting Agreements. Any of the 2013 Consultant's Options which were not be exercised within ninety (90) days after the termination date, expired and were returned to the pool of shares available under the Existing Plans. As of May 31, 2014, there were 19,852,830 exercisable options to these consultants which expired on June 4, 2014. |
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Total grant date fair value of these options was $5,568,709. As of May 31, 2014, the unamortized stock compensation expense is $3,678,646, which will be amortized over the period ended February 28, 2017. |
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Valuation Assumptions |
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The Company estimates the fair value of stock option grants using a Black-Scholes option pricing model. In applying this model, the Company uses the following assumptions: |
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| " | Risk-Free Interest Rate: The Company determined the risk-free interest rate equivalent to the expected term based on the U.S. Treasury constant maturity rate. | | | | | | | | | | | | | | |
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| " | Expected Volatility: The Company determined its future stock price volatility based on the average historical stock price volatility of comparable peer companies. | | | | | | | | | | | | | | |
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| " | Expected Term: Due to the limited exercise history of the Company's stock options, the Company determined the expected term based on the stratification of employee groups and the expected effect of events that have indications on future exercise activity. Expected life for options granted to employees uses the Simplified Method, while options granted to non-employees uses a term equal to the life of the contract. | | | | | | | | | | | | | | |
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| " | Expected Dividend Rate: The Company has not paid and does not anticipate paying any cash dividends in the near future. | | | | | | | | | | | | | | |
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The fair value of each option award was estimated on the grant date using the Black Scholes option-pricing model and expensed under the straight line method. The following assumptions were used: |
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| | Three Months ended | | Nine Months ended | | | | | | | | | | | | |
31-May-14 | 31-May-14 | | | | | | | | | | | |
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Exercise price | | $0.01 | | $0.01 - $0.40 | | | | | | | | | | | | |
Expected stock price volatility | | 84.90% | | 66.3% - 92.4% | | | | | | | | | | | | |
Risk-free rate of interest | | 2.74% | | 0.04% - 2.74% | | | | | | | | | | | | |
Expected life of options | | 5.5-6.5 Years | | 1-6.5 Years | | | | | | | | | | | | |
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The following table summarizes the stock-based compensation expense from stock option, employee stock purchase programs and restricted Common Stock awards for the three months and nine months ended May 31, 2014 and 2013: |
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| | Three months ended May 31, | | | Nine months ended | |
May 31, |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
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Employee awards | | $ | 1,549,165 | | | $ | 118,783 | | | $ | 1,807,798 | | | $ | 122,294 | |
Non- employee awards, net of forfeitures | | | - | | | | 4,286,044 | | | $ | 35,989 | | | | 4,286,044 | |
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Total stock options compensation expense | | $ | 1,549,165 | | | $ | 4,404,827 | | | $ | 1,843,787 | | | $ | 4,408,338 | |
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The following table summarizes stock option activity: |
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| | Number of Shares | | | Weighted | | | Total | | | Weighted | |
Average | Weighted | Average |
Exercise | Average | Remaining |
Price | Intrinsic | Contractual |
| Value | Life |
| | (in years) |
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Outstanding at August 31, 2013 | | | 22,430,000 | | | | 0.11 | | | | 0.19 | | | | 4.51 | |
Options granted | | | 26,318,750 | | | | 0.08 | | | | 0.15 | | | | 8.62 | |
Options exercised | | | (1,647,170 | ) | | | 0.1 | | | | - | | | | - | |
Options forfeited | | | (716,661 | ) | | | 0.29 | | | | - | | | | - | |
Options cancelled | | | - | | | | - | | | | - | | | | - | |
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Outstanding at May 31, 2014 | | | 46,384,919 | | | | 0.09 | | | | 0.12 | | | | 4.8 | |
Options exercisable at May 31, 2014 | | | 23,718,247 | | | | 0.1 | | | | 0.09 | | | | 0.97 | |
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