8. CAPITAL STOCK AND STOCK BASED COMPENSATION | 12 Months Ended |
Aug. 31, 2014 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
8. CAPITAL STOCK AND STOCK BASED COMPENSATION | ' |
Convertible Notes |
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In connection with the 2013 Convertible Note Offering (Note 6), the Company issued the Stock Purchase Warrants providing for the purchase of up to 1,127,500 shares of its common stock (1 full share for each $2.00 invested in the 2013 Convertible Notes) at an exercise price of $1.25 per share for a period of three years. The Company applied the Black-Scholes option pricing model to determine the fair market value of the Stock Purchase Warrants. In applying the model, the Company used the following parameters: contractual lives of 3 years, historical stock price volatility of 77%, a risk-free rate of 4.5% and an annual dividend rate of 0%. As a result, the Company determined that the total fair market value of the Stock Purchase Warrants was $533,803, and that amount was recognized as a discount against the principal of 2013 Convertible Notes. This is considered to be a Level 2 fair value measurement. During the year ended August 31, 2014, $299,839 of the 2013 Convertible Note discount was amortized to interest expense. |
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In aggregate, 3,357,500 shares of the Company’s common stock (comprised of 2,230,000 shares issuable on conversion of the principal of the 2013 Convertible Notes and 1,127,500 shares issuable on exercise of the Stock Purchase Warrants), or such greater number of shares as may be issuable upon election of the interest repayment in common stock under the terms of the 2013 Convertible Notes, has been reserved for issuance upon conversion of the Convertible Notes or exercise of the Stock Purchase Warrants in accordance with their terms. |
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Sales of Common Stock and Investment Units |
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During January and February 2013, the Company sold 350,000 shares of its common stock to two (2) accredited investors at a price of $1.20 per share. Gross proceeds from these private placements totaled $420,000. The Company paid $14,700 in finders’ fees in connection with the sale of these shares. |
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During October 2012, the Company sold 1,530,666 shares of its common stock to ten (10) accredited investors at a price of $1.20 per share. Gross proceeds from these private placements totaled $1,836,800. The Company paid $64,289 in finders’ fees in connection with the sale of these shares. |
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The Company relied upon the exemption provided by Section 4(2) of the Securities Act of 1933 with respect to the sale of these securities. |
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Non-Qualified Stock Option Plan and a Stock Bonus Plan |
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On August 27, 2012, the Company established a Non-Qualified Stock Option Plan and a Stock Bonus Plan (the “Plans”). The Non-Qualified Stock Option Plan (the “Option Plan”) authorizes the issuance of up to 2,000,000 shares of the Company’s common stock. The Stock Bonus Plan provides for the issuance of up to 350,000 common shares (“Bonus Shares”). Under the Plans, shares may only be issued to employees, directors, officers, consultants and advisors, provided qualifying services are rendered. |
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The Company has full and final authority in its discretion, subject to the provisions of the Plans, and subject to the approval of its Board of Directors, to determine the individuals to whom, and the time or times at which shares or options shall be granted and the number of such shares or options; to construe and interpret the Plans; to determine the terms and provisions of the respective option agreements, which need not be identical, including, but without limitation, terms covering the payment of the option price; and to make all other determinations and take all other actions deemed necessary or advisable for the proper administration of the Plans. All such actions and determinations shall be conclusively binding for all purposes and upon all persons. |
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The Company may at any time, and from time to time, amend, terminate, or suspend one or more of the Plans in any manner it deems appropriate, provided that any amendment, termination or suspension may not adversely affect rights or obligations with respect to options or shares previously granted. |
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On August 27, 2012, the Company granted options to officers, directors and consultants under the terms shown below. The options were granted pursuant to the Option Plan. |
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Number of Shares | | | Exercise | | | | First Date | | Expiration | | | | | |
Issuable Upon | Price | Vesting | Exercisable | Date | | | | | |
Exercise of Option | | Period | | | | | | | |
| 300,000 | | | $ | 2.15 | | None | | 8/27/12 | | 8/27/14 | | | | | |
| 300,000 | | | $ | 2.3 | | 6 Months | | 2/27/13 | | 8/27/14 | | | | | |
| 300,000 | | | $ | 2.5 | | 2 Years | | 8/27/14 | | 8/27/17 | | | | | |
| 300,000 | | | $ | 2.65 | | 2 Years | | 8/27/14 | | 8/27/17 | | | | | |
| 1,200,000 | | | | | | | | | | | | | | | |
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In applying the Black-Scholes model, the Company used; expected terms of 2-5 years, historical stock price volatility of 67%, a risk-free rate of 4.5% and annual dividend rate of 0%. As a result, the Company determined that the total fair market value of the options granted was $1,131,900 and the weighted-average grant-date fair value per option granted was $0.94. |
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In addition, on August 27, 2012, the Company issued 300,000 shares of its common stock to officers and directors pursuant to the Stock Bonus Plan. The fair value for shares of common stock given as compensation was the market price of the stock at date of grant. The 300,000 Bonus Shares had a value of $2.07 per share. |
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On January 15, 2013, the Company also authorized the issuance of 50,000 bonus shares of its common stock to its new Chief Operating Officer pursuant to the 2012 Stock Bonus Plan. The Company recognized non-cash management fees of $97,000, or $1.94 per share related to these Bonus Shares in the statements of operations during the year ended August 31, 2013. |
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On January 15, 2013, the Company granted its new Chief Operating Officer 400,000 stock options in accordance with its 2012 Non-Qualified Stock Option Plan under the terms shown below: |
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No. of Shares | | | Exercise | | Vesting | | First Date | | Expiration Date | | | | | |
Issuable Upon Exercise | Price | Period | Exercisable | | | | | |
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| 100,000 | | | $ | 2.3 | | None | | 1/15/13 | | 1/15/15 | | | | | |
| 100,000 | | | $ | 2.5 | | 1 Year | | 1/14/14 | | 1/15/16 | | | | | |
| 100,000 | | | $ | 2.75 | | 2 Years | | 1/14/15 | | 1/15/17 | | | | | |
| 100,000 | | | $ | 3 | | 2.5 Years | | 7/14/15 | | 7/15/17 | | | | | |
| 400,000 | | | | | | | | | | | | | | | |
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The Company applied the Black-Scholes option pricing model to determine the fair market value of the options granted. In applying the model, the Company used the following parameters: contractual lives of 2 to 4.5 years, historical stock price volatility of 65%, a risk-free rate of 4.5% and an annual dividend rate of 0%. As a result, the Company determined that the total fair market value of the options granted was $313,646 and the weighted-average grant-date fair value per option granted was $0.78. |
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During the years ended August 31, 2014 and 2013, the Company recognized $437,107 and $714,665, respectively, of non-cash expense related to stock-based compensation under the Option Plan. As of August 31, 2014, $46,798 of total unrecognized compensation cost remains under the Option Plan. This amount, $46,798 is expected to be recognized during fiscal 2015. |
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Options | | Shares | | | | | | Weighted-Average | | | Aggregate Intrinsic value | |
0 | Weighted-Average | Remaining Contract Term (yrs) |
| Exercise Price | |
Outstanding – September 1, 2012 | | | 1,200 | | | $ | 2.40 | | | | | | | |
Granted | | | 400 | | | | 2.64 | | | | | | | |
Exercised | | | –– | | | | –– | | | | | | | |
Forfeited or expired | | | –– | | | | –– | | | | | | | |
Outstanding – August 31, 2013 | | | 1,600 | | | $ | 2.46 | | | 3.68 | | | $ | 0 | |
Granted | | | | | | | | | | | | | | |
Exercised | | | –– | | | | –– | | | | | | | |
Forfeited or expired | | | -600 | | | | 2.22 | | | | | | | |
Outstanding – August 31, 2014 | | | 1,000 | | | $ | 2.6 | | | | 2.49 | | | $ | 0 | |
Exercisable – August 31, 2014 | | | 800 | | | $ | 2.53 | | | | 2.46 | | | $ | 0 | |
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The weighted-average grant-date fair value of options granted during the year ended August 31, 2013 was $0.78. |
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Other Stock-Based Compensation |
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During the years ended August 31, 2014 and 2013, $120,000 and $120,000 in fees were paid to entities controlled by the Company’s Chief Executive Officer using 124,021 and 64,344 shares of the Company’s restricted common stock at weighted average prices of $0.97 and $1.87 per share, respectively. |
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During the year ended August 31, 2014, fees totaling $60,000 incurred in connection with an administrative services agreement were paid to the Company’s largest shareholder using 62,010 shares of the Company’s restricted common stock at a weighted average price of $0.97. |
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On June 2, 2014 the Company’s President resigned. On that date, $54,350 in unpaid fees were settled using 67,938 shares of the Company’s restricted common stock. The Company also granted the outgoing President 100,000 shares of its common stock as additional compensation. On June 2, 2014, the closing price of the Company’s common stock was $0.80 per share. |
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During the year ended August 31, 2014, fees totaling $30,000 were paid using 31,005 shares of the Company’s restricted common stock at a weighted average price of $0.97 to an unrelated consultant. |
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The Company relied upon the exemption provided by Section 4(2) of the Securities Act of 1933 with respect to the sale of these securities. |
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Stock Warrants and Other |
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At August 31, 2014, warrants for 1,127,500 shares of the Company’s common stock were outstanding with a weighted-average remaining life and exercise price of 26 months and $1.25, respectively. During the year ended August 31, 2014, 1,127,500 warrants were issued and 23,334 warrants were forfeited or expired. During the year ended August 31, 2013, 23,334 warrants were issued and 596,870 warrants were forfeited or expired. |
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On April 28, 2010, shareholders owning a majority of the Company’s outstanding shares approved a 20 for 1 forward split of its common stock. The forward stock split became effective on June 30, 2010. All references in these financial statements and related notes to number of shares, price per share and weighted average number of shares outstanding prior to this split have been adjusted to reflect the split on a retroactive basis unless otherwise noted. At no time has the Company issued more common stock than is legally authorized. |
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