STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2014 |
Stockholders' Equity Note [Abstract] | ' |
Stockholders' Equity Note Disclosure [Text Block] | ' |
NOTE 8: STOCKHOLDERS’ EQUITY |
|
The Company is authorized to issue a total of 85,000,000 shares of stock consisting of 75,000,000 shares of Common Stock, par value $0.001 per share, and 10,000,000 shares of Preferred Stock, par value $0.001 per share. |
|
Reverse Stock-Split |
|
On September 28, 2010, the Board of Directors approved a 1-for-2.26332 reverse share split for all issued and outstanding shares of Common Stock, with no change to the par value of the Common Stock. |
|
Prior Issuances of Common Stock at Inception |
|
On April 30, 2009 (inception), the Company issued 1,767,316 shares (or 4,000,000 shares prior to the reverse stock-split on September 28, 2010) to Ensisheim Partners LLC, a related party to the Company through common ownership, for cash in the amount of $24,000, or $0.014 per share (or $0.006 per share prior to the reverse stock-split on September 28, 2010); 1,325,487 shares (or 3,000,000 shares prior to the reverse stock-split on September 28, 2010) to Manistee Ventures LLC, a related party to the Company through common ownership, for cash in the amount of $18,000, or $0.014 per share (or $0.006 per share prior to the reverse stock-split on September 28, 2010); and 883,662 shares (or 2,000,000 shares prior to the reverse stock-split on September 28, 2010) to the Chairman, CEO and President of the Company at that time for cash in the amount of $12,000, or $0.014 per share (or $0.006 per share prior to the reverse stock-split on September 28, 2010). |
|
Private Placements and Warrants |
|
On April 28, May 31, June 10, and June 23, 2011, pursuant to Securities Purchase Agreements with various investors (the “Investors”), the Company issued 5,256,800 shares of the Company’s common stock and 5,256,800 warrants (the “Investor Warrants”), each of which entitles the investors to purchase the Company’s common stock at $1.25 per share, for aggregate gross proceeds of $6,571,000 (the “Private Placement”). |
|
Placement Agent Fees |
|
In connection with the Private Placement, the Company paid Dawson James Securities, Inc. (the “Placement Agent”), a cash fee equal to 10% of the gross proceeds from sale of the common stocks and warrants, plus a 3% non-accountable expense allowance, which resulted in a payment to the Placement Agent of an aggregate of $857,230 (the “Placement Agent Fee”). In addition, the Company entered into Warrant Agreements with the Placement Agent pursuant to which the Placement Agent received 788,520 warrants, each of which entitles the Placement Agent to purchase one share of the Company’s common stock at $1.60 per share, plus an additional 788,520 warrants (collectively with the warrants exercisable at $1.25 per share, the “Placement Agent Warrants”), each of which entitles the placement agent to purchase the Company’s common stock at $1.25 per share. The cash payment of the $857,230 Placement Agent Fee and the $495,876 aggregated initial fair value of the Placement Agent Warrants (see Fair Value Considerations below) were directly attributable to an actual offering and were charged through additional paid-in capital in accordance with the SEC Staff Accounting Bulletin (SAB) Topic 5A. |
|
Warrants |
|
The Warrants, including the Investor Warrants and the Placement Agent Warrants, are exercisable at any time commencing after June 23, 2011 which is the date that the Company completed a “significant private financing” under the terms of the Warrants (the “Initial Exercise Date”). The Warrants shall expire and no longer be exercisable on the fifth anniversary of the Initial Exercise Date (the “Expiration Date”). The Warrants may be exercised for cash or, at the option of the holder, may be exercised on a cashless basis; however if a registration statement is in effect for the resale of the common stock issuable upon exercise of the Warrants then the Warrants cannot be exercised on a cashless basis. As of March 31, 2014 such a registration statement was in effect and, therefore, the Warrants cannot be exercised on a cashless basis. There are no redemption features embodied in the Warrants and they have met the conditions provided in current accounting standards for equity classification. |
|
Fair Value Considerations |
|
The Company’s accounting for the issuance of Warrants to the Investors and the Placement Agent required the estimation of fair values of the financial instruments. The development of fair values of financial instruments requires the selection of appropriate methodologies and the estimation of often subjective assumptions. The Company selected the valuation techniques based upon consideration of the types of assumptions that market participants would likely consider in exchanging the financial instruments in market transactions. The Warrants were valued using a Black-Scholes-Merton Valuation Technique because it embodies all of the requisite assumptions (including trading volatility, estimated terms and risk free rates) necessary to fair value these instruments. |
|
The Investor Warrants and the Placement Agent Warrants were initially valued at $1,808,025 or $0.34 per warrant, $228,712 or $0.29 per warrant, and $267,164 or $0.34 per warrant, respectively. The following tables reflect assumptions used to determine the fair value of the Warrants: |
|
| | Fair | | April-June 2011 | | | December 2011 | |
| | Value | | Investor Warrants | | | Placement Agent | | | Placement | |
Hierarchy | Warrants | Agent |
Level | | Warrants |
| | | | | | | | | | | | | | | |
Indexed shares | | | | | | 5,256,800 | | | | 788,520 | | | | 788,520 | |
Exercise price | | | | | $ | 1.6 | | | $ | 1.6 | | | $ | 1.25 | |
| | | | | | | | | | | | | | | |
Significant assumptions: | | | | | | | | | | | | | | | |
Stock price | | | 3 | | $ | 0.906 | | | $ | 0.906 | | | $ | 0.906 | |
Remaining term | | | 3 | | | 6 years | | | | 6 years | | | | 6 years | |
Risk free rate | | | 2 | | | 2.49 | % | | | 1.12 | % | | | 1.12 | % |
Expected volatility | | | 3 | | | 53.55 | % | | | 54.21 | % | | | 54.21 | % |
|
Fair value hierarchy of the above assumptions can be categorized as follows: |
|
| -1 | There were no Level 1 inputs. | | | | | | | | | | | | | |
|
| -2 | Level 2 inputs include: | | | | | | | | | | | | | |
|
Risk-free rate- The risk-free rate of return reflects the interest rate for United States Treasury Note with similar time-to-maturity to that of the warrants. |
|
| -3 | Level 3 inputs include: | | | | | | | | | | | | | |
|
Stock price- The Company’s common stock was not publicly traded at the time the Warrants were issued. Therefore, the stock price was determined implicitly from an iterative process in order for the combined fair value of the common stock and the warrants to equal the amount of proceeds received in the Private Placement, based upon the assumption that the Private Placement was the result of an arm’s length transaction. |
|
Remaining term- The Company does not have a history to develop the expected term for its Warrants. Accordingly, the Company expected that the Initial Exercise Date would occur within one year from the date of issuance plus the contractual term in the calculations. |
|
Expected volatility- We did not have a historical trading history sufficient to develop an internal volatility rate for use in the model. As a result, as required by ASC 718-10-30, the Company has accounted for the Warrants using the calculated value method. The Company identified seven public entities in the similar industry for which share price information was available, and considered the historical volatilities of those public entities’ share prices in calculating the expected volatility appropriate to the Company. |
|
Asset Purchase and Warrants |
|
On September 30, 2012, pursuant to the asset purchase agreement with Acueity, the Company issued 862,500 shares of common stock and 325,000 warrants (“Acueity Warrants”) to the shareholders of Acueity, each of which entitles the recipients to subscribe for and purchase from the Company one share of the Company’s common stock at $5.00 per share (the “Exercise Price”), subject to a six-month lock up agreement. |
|
Warrants |
|
The Acueity Warrants are exercisable at any time commencing after September 30, 2012 (the “Issuance Date”) and shall expire and no longer be exercisable on the fifth anniversary of the Issuance Date (the “Expiration Date”). The Company may at any time during the term of the Acueity Warrants reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company. The Acueity Warrants do not have a cashless exercise provision. There are no redemption features embodied in the Acueity Warrants and they have met the conditions provided in current accounting standards for equity classification. |
|
Fair Value Considerations |
|
The Company’s accounting for the issuance of the Acueity Warrants required the estimation of fair values of the financial instruments. The development of fair values of financial instruments requires the selection of appropriate methodologies and the estimation of often subjective assumptions. The Company selected the valuation techniques based upon consideration of the types of assumptions that market participants would likely consider in exchanging the financial instruments in market transactions. The warrants were valued using a Black-Scholes-Merton Valuation Technique because it embodies all of the requisite assumptions (including trading volatility, estimated terms and risk free rates) necessary to fair value these instruments. |
|
The Acueity Warrants were valued at $762,353 or $2.35 per warrant. The following tables reflect assumptions used to determine the fair value of the Warrants: |
|
| | Fair | | September 2012 | | | | | | | | | |
Value | | | | | | | | |
Hierarchy | | | | | | | | |
| | Level | | Acueity Warrants | | | | | | | | | |
| | | | | | | | | | | | | | | |
Indexed shares | | | | | | 325,000 | | | | | | | | | |
Exercise price | | | | | $ | 5 | | | | | | | | | |
| | | | | | | | | | | | | | | |
Significant assumptions: | | | | | | | | | | | | | | | |
Stock price | | | 3 | | $ | 5 | | | | | | | | | |
Remaining term | | | 3 | | | 5 years | | | | | | | | | |
Risk free rate | | | 2 | | | 0.62 | % | | | | | | | | |
Expected volatility | | | 3 | | | 56.54 | % | | | | | | | | |
|
Fair value hierarchy of the above assumptions can be categorized as follows: |
|
-1 | There were no Level 1 inputs. | | | | | | | | | | | | | | |
|
-2 | Level 2 inputs include: | | | | | | | | | | | | | | |
Risk-free rate- The risk-free rate of return reflects the interest rate for United States Treasury Note with similar time-to-maturity to that of the warrants. |
|
-3 | Level 3 inputs include: | | | | | | | | | | | | | | |
Stock price- The Company’s common stock was not publicly traded at the time the Acueity Warrants were issued. Therefore, the stock price was determined at the offering price of the then contemplated initial public offering, for which the registration statement on Form S-1 (File No. 333-179500) was subsequently declared effective by the Securities and Exchange Commission on November 7, 2012, and a prospectus was subsequently filed pursuant to Rule 424(b)(4) on November 9, 2012 (see Note 14). |
|
Remaining term- The Company does not have a history to develop the expected term for its warrants. Accordingly, the Company expected that the Initial Exercise Date would occur within one year from the date of issuance plus the contractual term in the calculations. |
|
Expected volatility- We did not have a historical trading history sufficient to develop an internal volatility rate for use in the model. As a result, as required by ASC 718-10-30, the Company has accounted for the warrants using the calculated value method. The Company identified seven public entities in the similar industry for which share price information was available, and considered the historical volatilities of those public entities’ share prices in calculating the expected volatility appropriate to the Company. |
|
2014 Public Offering of Common Stock and Warrants |
|
On January 29, 2014, the Company closed a public offering of 5,834,234 units at the price of $2.40 per unit for the total gross proceed of approximately $14.0 million. Each unit consists of one share of common stock and a warrant to purchase 0.20 of a share of common stock (the “2014 Investor Warrants”). The 2014 Investor Warrants are exercisable at $3.00 per share and callable by the Company at $6.00 per share if certain conditions are met. |
|
Placement Agent Fees |
|
In connection with the 2014 Public Offering, the Company paid Dawson James Securities, Inc. (the “Placement Agent”), a cash fee equal to 7% of the gross proceeds from sale of the units, which resulted in a payment to the Placement Agent of an aggregate of $980,151 (the “Placement Agent Fee”). In addition, the Company entered into Warrant Agreements with the Placement Agent pursuant to which the Placement Agent received 175,027 warrants, or 3% of the aggregate number of shares sold in the offering (the “2014 Placement Agent Warrants” and together with the 2014 Investor Warrants, the “2014 Warrants”). Each 2014 Placement Agent Warrant entitles the Placement Agent to purchase one share of the Company’s common stock at $3.00 per share. The cash payment of the $980,151 2014 Placement Agent Fee and the $121,707 aggregated initial fair value of the 2014 Placement Agent Warrants (see Fair Value Considerations below) were directly attributable to an actual offering and were charged through additional paid-in capital in accordance with the SEC Staff Accounting Bulletin (SAB) Topic 5A. |
|
Warrants |
|
The 2014 Warrants are exercisable at any time commencing after January 29, 2014 (the “Initial Exercise Date”). Subject to the call right described above, the 2014 Warrants shall expire and no longer be exercisable on the fifth anniversary of the Initial Exercise Date on November 29, 2018 (the “Expiration Date”). The 2014 Warrants cannot be exercised on a cashless basis. There are no redemption features embodied in the 2014 Warrants and they have met the conditions provided in current accounting standards for equity classification. |
|
Fair Value Consideration |
|
The Company’s accounting for the issuance of the 2014 Warrants required the estimation of fair values of the financial instruments. The development of fair values of financial instruments requires the selection of appropriate methodologies and the estimation of often subjective assumptions. The Company selected the valuation techniques based upon consideration of the types of assumptions that market participants would likely consider in exchanging the financial instruments in market transactions. The 2014 Warrants were valued using a Black-Scholes-Merton Valuation Technique because it embodies all of the requisite assumptions (including trading volatility, estimated terms and risk free rates) necessary to fair value these instruments. |
|
The 2014 Investor Warrants and the 2014 Placement Agent Warrants were valued at $834,986 or $0.72 per warrant, and $121,707 or $0.70 per warrant, respectively. The following tables reflect assumptions used to determine the fair value of the 2014 Warrants: |
|
| | Fair | | January 29, 2014 | | | | | |
| | Value | | 2014 Investor Warrants | | | Placement | | | | | |
Hierarchy | Agent | | | | |
Level | Warrants | | | | |
| | | | | | | | | | | | | | | |
Indexed shares | | | | | | 1,166,849 | | | | 175,027 | | | | | |
Exercise price | | | | | $ | 3 | | | $ | 3 | | | | | |
| | | | | | | | | | | | | | | |
Significant assumptions: | | | | | | | | | | | | | | | |
Stock price | | | 1 | | $ | 2.5 | | | $ | 2.47 | | | | | |
Remaining term | | | 3 | | | 5 years | | | | 5 years | | | | | |
Risk free rate | | | 2 | | | 1.45 | % | | | 1.42 | % | | | | |
Expected volatility | | | 3 | | | 37.96 | % | | | 37.95 | % | | | | |
|
Fair value hierarchy of the above assumptions can be categorized as follows: |
|
| -1 | Level 1 inputs include: | | | | | | | | | | | | | |
Stock price- The Fair value of Company’s common was derived from the closing prices in NASDAQ Capital Market as of the issuance. |
|
| -2 | Level 2 inputs include: | | | | | | | | | | | | | |
Risk-free rate- The risk-free rate of return reflects the interest rate for United States Treasury Note with similar time-to-maturity to that of the warrants. |
|
| -3 | Level 3 inputs include: | | | | | | | | | | | | | |
Remaining term- The Company does not have a history to develop the expected term for its warrants. Accordingly, the Company expected that the Initial Exercise Date would occur within one year from the date of issuance plus the contractual term in the calculations. |
|
Expected volatility- We did not have a historical trading history sufficient to develop an internal volatility rate for use in the model. As a result, as required by ASC 718-10-30, the Company has accounted for the warrants using the calculated value method. The Company identified five public entities in the similar industry for which share price information was available, and considered the historical volatilities of those public entities’ share prices in calculating the expected volatility appropriate to the Company. |
|
Outstanding Warrants |
|
As of March 31, 2014, warrants to purchase 6,073,426 shares of common stock are outstanding including: |
|
| -1 | 4,292,050 warrants from the 2011 private placement (exercisable at $1.25 or $1.60), | | | | | | | | | | | | | |
|
| -2 | 325,000 warrants issued in the Acueity transaction (exercisable at $5.00), | | | | | | | | | | | | | |
|
| -3 | 1,166,849 warrants from the January 29, 2014 Public Offering (exercisable at $3.00), and | | | | | | | | | | | | | |
|
| -4 | 242,027 warrants granted as placement agent fees for the Company’s offerings during 2013 and January 29, 2014 (exercisable from $2.12 to $12.43). | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| (5) | 47,500 warrants granted to an outside consulting firm (exercisable at $4.24). | | | | | | | | | | | | | |
|
Stock Options and Incentive Plan |
|
On September 28, 2010, the Board of Directors approved the adoption of the 2010 Stock Option and Incentive Plan, or the 2010 Plan, subject to stockholder approval, to provide for the grant of equity-based awards to employees, officers, non-employee directors and other key persons providing services to the Company. Awards of incentive options may be granted under the 2010 Plan until September 2020. No other awards may be granted under the 2010 Plan after the date that is 10 years from the date of stockholder approval. An aggregate of 1,000,000 shares (or 2,263,320 shares prior to the reverse stock-split on September 28, 2010) were initially reserved for issuance in connection with awards granted under the 2010 Plan, such number of shares to be subject to adjustment as provided in the plan and in any award agreements entered into by the Company under the plan, and upon the exercise or conversion of any awards granted under the plan. On January 1, 2012, 450,275 shares were added to the 2010 Plan and on January 1, 2013, 516,774 shares were added to the 2010 Plan, and on January 1, 2014, 742,973 shares were added to the 2010 plan as provided under the terms of the 2010 Plan. |
|
The Company granted options to purchase 334,397 shares of common stock to employees and directors during the three months ended March 31, 2014. During the quarter ended March 31, 2014, a new member of the Board of Directors was appointed and in connection with that appointment he earned the right to receive 22,728 shares of restricted stock under the 2010 Plan; however, these shares were not issued as of March 31, 2014. The Company issued no shares of common stocks in connection with the exercise of employee’s stock options during the three months ended March 31, 2014. As of March 31, 2014, there are 897,617 options available for grant under the 2010 Plan. |
| | | | | | | | | | | | | | | |