Document_and_Entity_Informatio
Document and Entity Information Document (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 21, 2014 | Jun. 30, 2013 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'IZEA, INC. | ' | ' |
Entity Central Index Key | '0001495231 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'Q4 | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 56,946,381 | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Public Float | ' | ' | $1,506,252 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current: | ' | ' |
Cash and cash equivalents | $530,052 | $657,946 |
Accounts receivable | 1,659,802 | 426,818 |
Prepaid expenses | 109,960 | 162,565 |
Deferred finance costs, net of accumulated amortization of $53,884 and $25,923 | 5,217 | 1,877 |
Other current assets | 78,269 | 11,627 |
Total current assets | 2,383,300 | 1,260,833 |
Property and equipment, net | 156,482 | 113,757 |
Intangible assets, net of accumulated amortization of $77,276 and $59,276 | 0 | 18,000 |
Software development costs | 362,346 | 0 |
Security deposits | 46,574 | 9,048 |
Total assets | 2,948,702 | 1,401,638 |
Current liabilities | ' | ' |
Accounts payable | 817,057 | 1,163,307 |
Accrued expenses | 365,454 | 187,868 |
Unearned revenue | 1,292,228 | 1,140,140 |
Compound embedded derivative | 0 | 11,817 |
Current portion of capital lease obligations | 43,852 | 17,638 |
Current portion of notes payable | 0 | 75,000 |
Total current liabilities | 2,518,591 | 2,595,770 |
Capital lease obligations, less current portion | 34,013 | 10,212 |
Notes payable, less current portion | 0 | 106,355 |
Deferred Rent Credit, Noncurrent | 14,179 | 0 |
Warrant liability | 1,832,945 | 2,750 |
Total liabilities | 4,399,728 | 2,715,087 |
Stockholders’ deficit: | ' | ' |
Common stock, $.0001 par value; 100,000,000 shares authorized; 22,560,653 and 6,186,997 issued and outstanding | 2,256 | 619 |
Additional paid-in capital | 24,672,132 | 21,489,354 |
Accumulated deficit | -26,125,414 | -22,803,422 |
Total stockholders’ deficit | -1,451,026 | -1,313,449 |
Total liabilities and stockholders’ deficit | 2,948,702 | 1,401,638 |
Series A Convertible Preferred Stock [Member] | ' | ' |
Stockholders’ deficit: | ' | ' |
Series A convertible preferred stock; $.0001 par value; 240 shares authorized; zero and 5 shares issued and outstanding | $0 | $0 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets Parentheticals (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Accumulated amortization on deferred finance costs | $53,884 | $25,923 |
Accumulated amortization on intangible assets | $77,276 | $59,276 |
Common stock, par value (per share) | $0.00 | $0.00 |
Common stock, shares authorized (shares) | 100,000,000 | 100,000,000 |
Common stock, shares, issued (shares) | 22,560,653 | 6,186,997 |
Common stock, shares outstanding (shares) | 22,560,653 | 6,186,997 |
Series A Preferred stock, par value (per share) | $0.00 | ' |
Series A Preferred stock, shares authorized (shares) | 10,000,000 | ' |
Series A Convertible Preferred Stock [Member] | ' | ' |
Series A Preferred stock, par value (per share) | $0.00 | $0.00 |
Series A Preferred stock, shares authorized (shares) | 240 | 240 |
Series A Preferred stock, shares issued (shares) | 0 | 5 |
Series A Preferred stock, shares outstanding (shares) | 0 | 5 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Statement [Abstract] | ' | ' |
Revenue | $6,626,943 | $4,954,239 |
Cost of sales | 2,698,364 | 2,150,379 |
Gross profit | 3,928,579 | 2,803,860 |
Operating expenses: | ' | ' |
General and administrative | 6,460,800 | 6,287,774 |
Sales and marketing | 380,835 | 981,542 |
Total operating expenses | 6,841,635 | 7,269,316 |
Loss from operations | -2,913,056 | -4,465,456 |
Other income (expense): | ' | ' |
Interest expense | -63,404 | -115,799 |
Loss on exchange of warrants and debt | -94,214 | -802,123 |
Change in fair value of derivatives and notes payable carried at fair value, net | -251,847 | 711,379 |
Other income (expense), net | 529 | -639 |
Total other income (expense) | -408,936 | -207,182 |
Net loss | ($3,321,992) | ($4,672,638) |
Weighted average common shares outstanding – basic and diluted (shares) | 12,400,366 | 4,736,073 |
Loss per common share – basic and diluted (per share) | ($0.27) | ($0.99) |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Deficit (USD $) | Total | Series A Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Beginning balance at Dec. 31, 2011 | ($1,851,435) | $0 | $97 | $16,279,252 | ($18,130,784) |
Beginning Balance (shares) at Dec. 31, 2011 | ' | 230 | 966,227 | ' | ' |
Sale of common stock, shares, net offering costs | ' | ' | 2,636,336 | ' | ' |
Sale of common stock, value, net offering costs | 2,998,230 | ' | 263 | 2,997,967 | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Conversion of preferred stock | ' | -225 | ' | ' | ' |
Conversion of notes payable into common stock (shares) | ' | ' | 170,455 | ' | ' |
Conversion of preferred stock | ' | ' | -17 | -17 | ' |
Conversion of notes payable into common stock (shares) | 2,069,439 | ' | 2,069,439 | ' | ' |
Conversion of notes payable into common stock | 521,513 | ' | 207 | 521,306 | ' |
Exchange of warrants for common stock (shares) | ' | ' | 135,782 | ' | ' |
Exchange of warrants for common stock | 821,946 | ' | 13 | 821,933 | ' |
Common shares, exercises | ' | ' | 551 | ' | ' |
Exercise of stock options | 1,099 | ' | 1 | 1,098 | ' |
Stock issued for payment of services (shares) | ' | ' | 207,942 | ' | ' |
Stock issued for payment of services | 686,226 | ' | 21 | 686,205 | ' |
Stock-based compensation | 181,610 | ' | ' | 181,610 | ' |
Rounding shares | ' | ' | 265 | ' | ' |
Net loss | -4,672,638 | ' | ' | ' | -4,672,638 |
Ending balance at Dec. 31, 2012 | -1,313,449 | 0 | 619 | 21,489,354 | -22,803,422 |
Ending Balance (shares) at Dec. 31, 2012 | ' | 5 | 6,186,997 | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Sale of common stock and conversion of notes payable, net of offering costs | ' | ' | 14,236,472 | ' | ' |
Sale of common stock and conversion of notes payable, net of offering costs (shares) | 1,884,210 | ' | 1,424 | 1,882,786 | ' |
Conversion of preferred stock | ' | -5 | ' | ' | ' |
Conversion of notes payable into common stock (shares) | ' | ' | 3,788 | ' | ' |
Conversion of notes payable into common stock (shares) | 6,903,872 | ' | 773,983 | ' | ' |
Conversion of notes payable into common stock | 124,611 | ' | 77 | 124,534 | ' |
Exchange of warrants for common stock (shares) | ' | ' | 5,001 | ' | ' |
Exchange of warrants for common stock | 732 | ' | 1 | 731 | ' |
Stock issued for payment of services (shares) | ' | ' | 1,354,412 | ' | ' |
Stock issued for payment of services | 442,399 | ' | 135 | 442,264 | ' |
Stock-based compensation | 725,254 | ' | ' | 725,254 | ' |
Fair value of warrants issued | 7,209 | ' | ' | 7,209 | ' |
Net loss | -3,321,992 | ' | ' | ' | -3,321,992 |
Ending balance at Dec. 31, 2013 | ($1,451,026) | $0 | $2,256 | $24,672,132 | ($26,125,414) |
Ending Balance (shares) at Dec. 31, 2013 | ' | 0 | 22,560,653 | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flow from operating activites: [Abstract] | ' | ' |
Net loss | ($3,321,992) | ($4,672,638) |
Adjustments to rconcile net loss to net cash used for operating activities: [Abstract] | ' | ' |
Depreciation and amortization | 51,229 | 49,980 |
Amortization of intangible assets | 45,961 | 67,765 |
Impairment of Intangible Assets, Finite-lived | 0 | 48,249 |
Gain (Loss) on Disposition of Property Plant Equipment | -2,879 | 0 |
Stock-based compensation | 725,254 | 181,610 |
Stock issued for payment of services | 443,588 | 675,538 |
Loss on exchange of warrants and debt | 94,214 | 802,123 |
Change in fair value of derivatives and notes payable carried at fair value, net | 251,847 | -711,379 |
Bad debt expense | 26,389 | 17,623 |
Cash provided by (used for): [Abstract] | ' | ' |
Accounts receivable, net | -1,259,373 | 246,134 |
Prepaid expense and other current assets | -15,226 | 41,129 |
Accounts payable | -346,250 | 83,292 |
Accrued expenses | 203,990 | 38,911 |
Unearned revenue | 152,088 | 7,346 |
Deferred rent | 14,179 | -10,830 |
Net cash used for operating activities | -2,936,981 | -3,135,147 |
Cash flows from investing activities: [Abstract] | ' | ' |
Purchase of equipment | -17,586 | -11,303 |
Payments to Develop Software | -362,346 | 0 |
Security deposits | -37,526 | 11,990 |
Net cash provided by (used for) investing activities | -417,458 | 687 |
Cash flows from financing activities: [Abstract] | ' | ' |
Proceeds from issuance of notes payable, net | 1,439,798 | 543,700 |
Proceeds from issuance of common stock and warrants, net | 2,004,111 | 3,047,400 |
Proceeds from exercise of stock options | 0 | 1,099 |
Payments on notes payable and capital leases | -217,364 | -25,070 |
Net cash provided financing activities | 3,226,545 | 3,567,129 |
Net increase in cash and cash equivalents | -127,894 | 432,669 |
Cash and cash equivalents, beginning of year | 657,946 | 225,277 |
Cash and cash equivalents, end of year | 530,052 | 657,946 |
Supplemental cash flow information: [Abstract] | ' | ' |
Cash paid during period for interest | 13,045 | 10,389 |
Non-cash financing and investing activities: | ' | ' |
Fair value of compound embedded derivative in promissory notes | 0 | 27,776 |
Fair value of common stock issued for future services | 0 | 10,688 |
Fair value of warrants issued | 2,352,108 | 49,170 |
Conversion of notes to common stock | 1,501,229 | 521,513 |
Acquisition of assets through capital lease | $73,489 | $0 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies (Notes) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Accounting Policies [Abstract] | ' | ||||
Significant Accounting Policies [Text Block] | ' | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Nature of Business and Reverse Merger and Recapitalization | |||||
IZEA, Inc. (the "Company"), formerly known as IZEA Holdings, Inc. and before that, Rapid Holdings, Inc., was incorporated in Nevada on March 22, 2010. On May 12, 2011, the Company completed a share exchange pursuant to which it acquired all of the capital stock of IZEA Innovations, Inc. ("IZEA"), which became its wholly owned subsidiary. IZEA was incorporated in the state of Florida in February 2006 and was later reincorporated in the state of Delaware in September 2006 and changed its name to IZEA, Inc. from PayPerPost, Inc. on November 2, 2007. In connection with the share exchange, the Company discontinued its former business and continued the social sponsorship business of IZEA as its sole line of business. The Company's headquarters are in Orlando, FL. | |||||
The Company is a leading company in the social sponsorship space. The Company currently operates multiple online properties including its premiere platforms, SocialSpark and SponsoredTweets, as well as its legacy platform PayPerPost. In 2012, the Company launched a new platform called Staree and a display-advertising network to use within its platforms called IZEAMedia. Social sponsorship is when a company compensates a social media publisher or influencer such as a blogger or tweeter ("creators") to share sponsored content with their social network audience. This sponsored content is shared within the body of a content stream, a practice known as “native advertising.” The Company generates its revenue primarily through the sale of sponsorship campaigns to its advertisers. The Company fulfills these campaigns through its platforms by utilizing its creators to complete sponsorship opportunities for its advertisers. The Company also generates revenue from the posting of targeted display advertising and from various service fees. | |||||
Reverse Stock Split | |||||
On July 30, 2012, the Company filed a Certificate of Change with the Secretary of State of Nevada to effect a reverse stock split of the issued and outstanding shares of its common stock at a ratio of one share for every 40 shares outstanding prior to the effective date of the reverse stock split. Additionally, the Company's total authorized shares of common stock were decreased from 500,000,000 shares to 12,500,000 shares and subsequently increased to 100,000,000 shares in February 2013. All current and historical information contained herein related to the share and per share information for the Company's common stock or stock equivalents issued on or after May 12, 2011 reflects the 1-for-40 reverse stock split of the Company's outstanding shares of common stock that became market effective on August 1, 2012. | |||||
Principles of Consolidation | |||||
The consolidated financial statements include the accounts of IZEA, Inc. and its wholly owned subsidiary, IZEA Innovations, Inc. (collectively, the "Company"). All significant intercompany balances and transactions have been eliminated in consolidation. | |||||
Cash and Cash Equivalents | |||||
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. | |||||
Accounts Receivable and Concentration of Credit Risk | |||||
Accounts receivable are customer obligations due under normal trade terms. Uncollectability of accounts receivable is not significant since most customers are bound by contract and are required to fund the Company for all the costs of an “opportunity,” defined as an order created by an advertiser for a creator to write about the advertiser’s product. If a portion of the account balance is deemed uncollectible, the Company will either write-off the amount owed or provide a reserve based on the uncollectible portion of the account. Management determines the collectability of accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions. The Company does not have a reserve for doubtful accounts as of December 31, 2013 and December 31, 2012. Management believes that this estimate is reasonable, but there can be no assurance that the estimate will not change as a result of a change in economic conditions or business conditions within the industry, the individual customers or the Company. Any adjustments to this account are reflected in the consolidated statements of operations as a general and administrative expense. Bad debt expense was less than 1% of revenue for the twelve months ended December 31, 2013 and 2012. | |||||
Concentrations of credit risk with respect to accounts receivable are typically limited because a large number of geographically diverse customers make up the Company’s customer base, thus spreading the trade credit risk. The Company also controls credit risk through credit approvals, credit limits and monitoring procedures. The Company performs credit evaluations of its customers but generally does not require collateral to support accounts receivable. At December 31, 2013, two customers accounted for 23% of total accounts receivable in the aggregate, each of which accounted for more than 10% of the Company’s accounts receivable. At December 31, 2012, the Company had two customers which accounted for 46% of total accounts receivable in the aggregate. The Company had one customer that accounted for 12% of its revenue during the twelve months ended December 31, 2013. The Company had no customers that accounted for more than 10% of its revenue during the twelve months ended December 31, 2012. | |||||
Property and Equipment | |||||
Depreciation and amortization is computed using the straight-line method and half-year convention over the estimated useful lives of the assets as follows: | |||||
Computer Equipment | 3 years | ||||
Office Equipment | 3 - 10 years | ||||
Furniture and fixtures | 5 - 10 years | ||||
Leasehold improvements | 5 years | ||||
Major additions and improvements are capitalized, while replacements, maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. When assets are retired or otherwise disposed of, related costs and accumulated depreciation and amortization are removed and any gain or loss is recognized in net income or loss. | |||||
Impairment of Long-Lived Assets | |||||
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. After analyzing expected future cash flows from a customer list it acquired in 2011, the Company determined that the fair value of this asset exceeded its carrying value as of December 31, 2012 and recorded a $48,249 impairment on the value of its customer lists in general and administrative expenses in the accompanying consolidated statements of operations. Additionally, the Company estimated that its future cash flows from these customers would be minimal after one more year and therefore, determined that the remaining fair value of the asset should be amortized equally over the remaining estimated useful life of one year. | |||||
Software Costs | |||||
The Company is in the process of developing a new platform called the IZEA Exchange (IZEAx). This platform will be utilized both internally and externally to facilitate native advertising campaigns on a greater scale. In accordance with ASC 350-40, Internal Use Software and ASC 985-730, Computer Software Research and Development, research phase costs should be expensed as incurred and development phase costs including direct materials and services, payroll and benefits and interest costs may be capitalized. The Company determined that on April 15, 2013, the project became technologically feasible and the development phase began. The Company capitalized $362,346 in payroll and benefit costs to software development costs in the consolidated balance sheet during the twelve months ended December 31, 2013. We released this platform to the public on March 10, 2014. | |||||
Revenue Recognition | |||||
The Company derives its revenue from three sources: revenue from an advertiser for the use of the Company's network of social media content creators to fulfill advertiser sponsor requests for a blog post, tweet, click or action ("Sponsored Revenue"), revenue from the posting of targeted display advertising ("Media Revenue") and revenue derived from various service fees charged to advertisers and creators ("Service Fee Revenue"). Sponsored revenue is recognized and considered earned after an advertiser's opportunity is posted on the Company's online platform and their request was completed and content listed, as applicable, by the Company's creators for a requisite period of time. The requisite period ranges from 3 days for an action or tweet to 30 days for a blog. Advertisers may prepay for services by placing a deposit in their account with the Company. The deposits are typically paid by the advertiser via check, wire transfer or credit card. Deposits are recorded as unearned revenue until earned as described above. Media Revenue is recognized and considered earned when the Company's creators place targeted display advertising in blogs. Service fees charged to advertisers are primarily related to inactivity fees for dormant accounts and fees for additional services outside of sponsored revenue. Service fees charged to creators include upgrade account fees for obtaining greater visibility to advertisers in advertiser searches in our platforms, early cash-out fees if a creator wishes to take proceeds earned for services from their account when the account balance is below certain minimum balance thresholds and inactivity fees for dormant accounts. Service fees are recognized immediately when the maintenance or enhancement service is performed for an advertiser or creator. All of the Company's revenue is generated through the rendering of services and is recognized under the general guidelines of SAB Topic 13 A.1 which states that revenue will be recognized when it is realized or realizable and earned. The Company considers its revenue as generally realized or realizable and earned once (i) persuasive evidence of an arrangement exists, (ii) services have been rendered, (iii) the price to the advertiser or customer is fixed (required to be paid at a set amount that is not subject to refund or adjustment) and determinable, and (iv) collectability is reasonably assured. The Company records revenue on the gross amount earned since it generally is the primary obligor in the arrangement, establishes the pricing and determines the service specifications. | |||||
Advertising Costs | |||||
Advertising costs are charged to expense as they are incurred, including payments to contact creators to promote the Company. Advertising expense charged to operations for the twelve months ended December 31, 2013 and 2012 were approximately $67,000 and $332,000, respectively. Advertising costs are included in sales and marketing expense in the accompanying consolidated statements of operations. | |||||
Deferred Rent | |||||
The Company’s operating lease for its office facilities contains predetermined fixed increases of the base rental rate during the lease term which was recognized as rental expense on a straight-line basis over the lease term which ends in April 2019, but is renewable for one additional year until April 2020. The Company records the difference between the amounts charged to operations and amounts payable under the lease as deferred rent in the accompanying consolidated balance sheets. | |||||
Income Taxes | |||||
The Company has not recorded current income tax expense due to the generation of net operating losses. Deferred income taxes are accounted for using the balance sheet approach which requires recognition of deferred tax assets and liabilities for the expected future consequences of temporary differences between the financial reporting basis and the tax basis of assets and liabilities. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. | |||||
The Company identifies and evaluates uncertain tax positions, if any, and recognizes the impact of uncertain tax positions for which there is a less than more-likely-than-not probability of the position being upheld when reviewed by the relevant taxing authority. Such positions are deemed to be unrecognized tax benefits and a corresponding liability is established on the balance sheet. The Company has not recognized a liability for uncertain tax positions. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company’s tax years, subject to examination by the Internal Revenue Service, generally remain open for three years from the date of filing. | |||||
Convertible Preferred Stock | |||||
The Company accounts for its convertible preferred stock under the provisions of Accounting Standards Codification ("ASC") on Distinguishing Liabilities from Equity, which sets forth the standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. The ASC requires an issuer to classify a financial instrument that is within the scope of the ASC as a liability if such financial instrument embodies an unconditional obligation to redeem the instrument at a specified date and/or upon an event certain to occur. The Series A Convertible Preferred Stock of the Company issued in May 2011 did not have a redemption feature and all of these shares had been converted into common stock as of December 31, 2013. | |||||
Derivative Financial Instruments | |||||
Derivative financial instruments are defined as financial instruments or other contracts that contain a notional amount and one or more underlying (e.g., interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets. The Company accounts for derivative instruments in accordance with ASC 815, Derivatives and Hedging (“ASC 815”), which requires additional disclosures about the Company’s objectives and strategies for using derivative instruments, how the derivative instruments and related hedged items are accounted for, and how the derivative instruments and related hedging items affect the financial statements. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms of convertible debt and equity instruments are reviewed to determine whether or not they contain embedded derivative instruments that are required under ASC 815 to be accounted for separately from the host contract, and recorded on the balance sheet at fair value. The fair value of derivative liabilities, if any, is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results. Pursuant to ASC 815, an evaluation of specifically identified conditions is made to determine whether the fair value of warrants issued is required to be classified as equity or as a derivative liability. | |||||
The Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt and equity instruments that have conversion features at fixed rates that are in-the-money when issued, and the fair value of warrants issued in connection with those instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to warrants, based on their relative fair value, and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion feature. The discounts recorded in connection with the BCF and warrant valuation are recognized (a) for convertible debt as interest expense over the term of the debt, using the effective interest method or (b) for preferred stock as dividends at the time the stock first becomes convertible. | |||||
Fair Value of Financial Instruments | |||||
The Company’s financial instruments are recorded at fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect certain market assumptions. There are three levels of inputs that may be used to measure fair value: | |||||
• | Level 1 – Valuation based on quoted market prices in active markets for identical assets and liabilities. | ||||
• | Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets. | ||||
• | Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. | ||||
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The Company does not have any Level 1 or 2 financial assets or liabilities. The Company’s Level 3 financial liabilities measured at fair value consisted of a warrant liability as of December 31, 2013 (see Note 5). Significant unobservable inputs used in the fair value measurement of the warrants include the estimated term. Significant increases (decreases) in the estimated remaining period to exercise would result in a significantly higher (lower) fair value measurement. In developing our credit risk assumption used in the fair value of warrants, consideration was made of publicly available bond rates and US Treasury Yields. However, since the Company does not have a formal credit-standing, management estimated its standing among various reported levels and grades for use in the model. During all periods, management estimated that the Company's standing was in the speculative to high-risk grades (BB- to CCC in the Standard and Poor's Rating). A significant increase (decrease) in the risk-adjusted interest rate could result in a significantly lower (higher) fair value measurement. | |||||
The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash and cash equivalents, accounts receivable, accounts payable and accrued expenses. Unless otherwise disclosed, the fair value of the Company’s notes payable and capital lease obligations approximate their carrying value based upon current rates available to the Company. | |||||
Certain convertible promissory notes are recorded at the fair value of the hybrid instrument as a whole and are recorded at their common stock equivalent value. Significant unobservable inputs used in the fair value of the hybrid instruments include the estimated number of common shares underlying the promissory notes and the fair value of the common stock to be issued upon conversion. Generally, an increase (decrease) in the estimated number of shares underlying the promissory notes or the fair value of the common stock to be issued upon conversion would result in a (higher) lower fair value measurement. | |||||
Stock-Based Compensation | |||||
Stock-based compensation cost related to stock options granted under the May 2011 Equity Incentive Plan and August 2011 B Equity Incentive Plan (together, the "2011 Equity Incentive Plans") (see Note 7) is measured at grant date, based on the fair value of the award, and is recognized as an expense over the employee’s requisite service period. The Company estimates the fair value of each option award on the date of grant using a Black-Scholes option-pricing model that uses the assumptions noted in the table below. The Company estimates the fair value of its common stock using the closing stock price of its common stock as quoted in the OTCQB marketplace on the date of the agreement. Prior to April 1, 2012, due to limited trading history and volume, the Company estimated the fair value of its common stock using recent independent valuations or the value paid in equity financing transactions. The Company estimates the volatility of its common stock at the date of grant based on the volatility of comparable peer companies that are publicly traded and have had a longer trading history than itself. The Company determines the expected life based on historical experience with similar awards, giving consideration to the contractual terms, vesting schedules and post-vesting forfeitures. The Company uses the risk-free interest rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term approximately equal to the expected life of the award. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. The Company used the following assumptions for options granted under the 2011 Equity Incentive Plans during the twelve months ended December 31, 2013 and 2012: | |||||
Twelve Months Ended | |||||
2011 Equity Incentive Plans Assumptions | December 31, | December 31, | |||
2013 | 2012 | ||||
Expected term | 9 years | 5 years | |||
Weighted average volatility | 51.51% | 54.89% | |||
Weighted average risk free interest rate | 2.17% | 0.75% | |||
Expected dividends | — | — | |||
The Company estimates forfeitures when recognizing compensation expense and this estimate of forfeitures is adjusted over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures are recognized through a cumulative catch-up adjustment, which is recognized in the period of change, and also impact the amount of unamortized compensation expense to be recognized in future periods. Current average expected forfeiture rates were 3.72% and 50.21% during the twelve months ended December 31, 2013 and 2012. | |||||
Non-Employee Stock-Based Compensation | |||||
The Company's accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC 505, “Equity-Based Payments to Non-Employees.” The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. The fair value of equity instruments issued to consultants that vest immediately is expensed when issued. The fair value of equity instruments issued to consultants that have future vesting and are subject to forfeiture if performance does not occur is recognized as expense over the vesting period. Fair values for the unvested portion of issued instruments are adjusted each reporting period. The change in fair value is recorded to additional paid-in capital. Stock-based compensation related to non-employees is accounted for based on the fair value of the related stock or the fair value of the services, whichever is more readily determinable. | |||||
Segment Information | |||||
The Company does not identify separate operating segments for management reporting purposes. The results of operations are the basis on which management evaluates operations and makes business decisions. | |||||
Use of Estimates | |||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||
Recent Accounting Pronouncements | |||||
There are several new accounting pronouncements issued by the Financial Accounting Standards Board ("FASB") which are not yet effective. Management does not believe any of these accounting pronouncements will have a material impact on the Company's financial position or operating results. | |||||
Reclassifications | |||||
Certain items have been reclassified in the 2012 financial statements to conform to the 2013 presentation. |
Property_and_Equipment_Notes
Property and Equipment (Notes) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | |||||||
PROPERTY AND EQUIPMENT | ||||||||
Property and equipment consists of the following: | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
Furniture and fixtures | $ | 153,521 | $ | 153,521 | ||||
Office equipment | 34,518 | 23,400 | ||||||
Computer equipment | 169,814 | 110,568 | ||||||
Leasehold improvements | 3,699 | — | ||||||
Total | 361,552 | 287,489 | ||||||
Less accumulated depreciation and amortization | (205,070 | ) | (173,732 | ) | ||||
Property and equipment, net | $ | 156,482 | $ | 113,757 | ||||
Computer equipment includes items under capital leases totaling $119,681 and $87,840 as of December 31, 2013 and 2012, respectively. Accumulated amortization relating to equipment under capital leases totaled $42,549 and $55,008 as of December 31, 2013 and 2012, respectively. Depreciation and amortization expense on property and equipment recorded in general and administrative expense in the accompanying consolidated statements of operations was $51,229 and $49,980 for the twelve months ended December 31, 2013 and 2012, respectively. |
Intangible_Assets_Notes
Intangible Assets (Notes) (USD $) | 12 Months Ended | |||||||
Dec. 31, 2013 | Dec. 31, 2012 | |||||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ' | ' | ||||||
Impairment of intangible assets, finite-lived | $0 | ($48,249) | ||||||
Intangible Assets Disclosure [Text Block] | ' | ' | ||||||
INTANGIBLE ASSETS | ||||||||
Loan Acquisition Costs | ||||||||
In conjunction with the issuance of notes payable (see Note 4), the Company incurred $31,301 and $27,800 in legal fees during the twelve months ended December 31, 2013 and 2012, respectively. These costs were capitalized as loan acquisition costs and are being amortized over the term of the debt using the effective interest method. Amortization of loan costs included in interest expense in the accompanying consolidated statements of operations was $27,961 and $25,923 in the twelve months ended December 31, 2013 and 2012, respectively. The remaining value of loan costs as of December 31, 2013 is $5,217 related to the Bridge Bank Credit Agreement, and is expected to be amortized in full during fiscal 2014. | ||||||||
Customer List Acquisition | ||||||||
In July 2011, the Company acquired a network of customers that included approximately 12,000 advertisers and 20,000 Twitter creators in 143 countries from Magpie & Friends Ltd., a private limited company organized under the laws in England and Wales. The Company recorded total costs of $125,525 for the purchase of these customers including the issuance of warrants to acquire 250 shares of common stock valued at $1,760. In December 2012, after analyzing expected future cash flows the customer list it acquired in 2011, the Company determined that the fair value of this asset exceeded its carrying value as of December 31, 2012 and recorded a $48,249 impairment on the value of the customer lists in general and administrative expenses in the accompanying consolidated statements of operations. Additionally, the Company estimated that its future cash flows from these customers would be minimal after one more year and, therefore, determined that the remaining fair value of $18,000 should be amortized equally over the remaining estimated useful life of one year. Amortization of asset costs included in general and administrative expense in the accompanying consolidated statements of operations was $18,000 and $41,842 for the twelve months ended December 31, 2013 and 2012, respectively. | ||||||||
Net intangible assets consists of the following: | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
Loan acquisition costs | $ | 59,101 | $ | 27,800 | ||||
Customer lists | 125,525 | 125,525 | ||||||
Less impairment on customer lists | (48,249 | ) | (48,249 | ) | ||||
Total | 136,377 | 105,076 | ||||||
Less accumulated amortization | (131,160 | ) | (85,199 | ) | ||||
Intangible assets, net | $ | 5,217 | $ | 19,877 | ||||
Notes_Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ' |
Debt Disclosure [Text Block] | ' |
NOTES PAYABLE | |
Convertible Notes Payable | |
$550,000 Note Payable: | |
On February 3, 2012, the Company issued a senior secured promissory note in the principal amount of $550,000 less an original issuance discount (OID) of $50,000, plus $3,500 in lender fees to two of its existing shareholders. In connection with the note, the Company also incurred expenses of $21,800 for legal and other fees. Accordingly, net cash proceeds from the note amounted to $474,700. The holders were permitted to convert the outstanding principal amount of the note at a conversion price of 90% of the closing price of the Company's common stock, subject to further adjustment in the case of stock splits, reclassifications, reorganizations, certain issuances at less than the conversion price and the like, without limitation on the number of shares that could potentially be issued. Upon initial recording of the note, the Company determined that the embedded conversion option (ECO) required bifurcation from the host instrument and classification as a liability at fair value. The initial fair value of the ECO of $12,151 was subsequently remeasured at fair value each reporting period (see Note 5). The allocation of proceeds from the note resulted in an initial carrying value of the principal of $484,349, consisting of the $550,000 face value of the note less the $50,000 OID, $3,500 in lender fees, and $12,151 allocated to the ECO, or a total discount of $65,651. The discount is subject to amortization, through charges to interest expense, over the term to maturity or conversion using the effective interest method. Approximately $5,800 and $59,900 of the discount was amortized as interest expense for the twelve months ended December 31, 2013 and 2012, respectively. | |
From October 2012 through December 2012, the holders of this promissory note converted $437,850 of note value into 2,069,439 shares of common stock at an average conversion rate of $.21 per share. On February 4, 2013, the Company satisfied all of its remaining obligations under this note when the noteholders converted the final balance owed of $112,150 into 773,983 shares of common stock at an average conversion rate of $.145 per share. | |
Proceeds from the note financings were allocated first to the embedded conversion option (see Note 5) that required bifurcation and recognition as a liability at fair value and then to the carrying value of the notes. The carrying value of the notes is subject to amortization, through charges to interest expense, over the term to maturity or conversion using the effective interest method. | |
$75,000 Notes Payable: | |
On May 4, 2012, the Company issued an unsecured 30-day promissory note to two of its existing shareholders in the principal amount of $75,000, incurring $6,000 in expenses for legal fees, which resulted in net proceeds of $69,000. In June 2012, the note was extended until December 4, 2012 and the parties agreed that the noteholders could convert the note at any time on or before the maturity date into shares of common stock at a conversion price equal to the lower of (i) $5.00 per share or (ii) 90% of the then market price based on a volume weighted average price per share of the Company's common stock for the ten trading days prior to the conversion date. Upon initial recording of the note, the Company determined that the embedded conversion option (ECO) required bifurcation from the host instrument and classification as a liability at fair value. The initial fair value of the ECO of $15,625 was subsequently remeasured at fair value each reporting period.The note bore interest at a rate of 8% per annum. The noteholders did not elect to convert this note and the Company was not able to pay the balance owed upon its maturity on December 4, 2012. Therefore, the conversion feature expired and the note was in default bearing interest at the default rate of 18% per annum. On August 15, 2013, the noteholders converted the $75,000 in principal, plus $12,366 of accrued interest into 349,464 shares of common stock and like number of warrants on the same terms and conditions as other investors in our 2013 Private Placement discussed in Note 7. The Company recorded a $93,482 loss on the exchange of the promissory note for shares in the Company's consolidated statements of operations during the twelve months ended December 31, 2013. | |
Bridge Bank Credit Agreement | |
On March 1, 2013, the Company entered into a secured credit facility agreement with Bridge Bank, N.A. of San Jose, California. Pursuant to this agreement, the Company may submit requests for funding up to 80% of its eligible accounts receivable up to a maximum total outstanding advanced amount of $1.5 million. This agreement is secured by the Company's accounts receivable and substantially all of the Company's other assets. The agreement requires the Company to pay an annual facility fee of $7,500 (0.5% of the credit facility) and an annual due diligence fee of $1,000. Interest accrues on the advances at the prime rate plus 2% per annum. The default rate of interest is prime plus 7%. If the agreement is terminated prior to March 1, 2014, then the Company will be required to pay a termination fee of $18,750 (1% of the credit limit divided by 80%). As of December 31, 2013, the Company had no advances outstanding under this agreement. The Company incurred $31,301 in costs related to this loan acquisition including the fair value of warrants issued of $7,209. These costs have been capitalized in the Company's consolidated balance sheet as deferred finance costs and are being amortized to interest expense over one year. The Company amortized approximately $26,000 of these costs through interest expense during the twelve months ended December 31, 2013. | |
Brian Brady Promissory Notes | |
On April 11, 2013 and May 22, 2013, the Company entered into unsecured loan agreements with Brian W. Brady, a Director of the Company. Pursuant to these agreements, the Company received short-term loans totaling $750,000 due on May 31, 2013. The notes bore interest at 7% per annum with a default rate of interest at 12% based on a 360-day year. On May 31, 2013, the Company signed an extension and conversion agreement that extended the maturity date to August 31, 2013. Additionally, the parties agreed to allow these notes and all accrued interest thereon to be converted into equity upon closing of the next private placement on the same terms and conditions that will be applicable to other investors in the private placement. In consideration for the extension and conversion agreement, the Company issued Mr. Brady a warrant to purchase 1,000,000 shares of the Company's common stock at $0.25 per share for a period of five years. The Company also agreed that upon the first closing of its next private placement it would issue Mr. Brady an additional warrant to purchase 3,187,500 shares of the Company's common stock at $0.25 per share for a period of five years and 1,687,500 restricted stock to be issued upon the earlier of two years after the closing or completion of a transaction resulting in a change of control of the Company. The Company accounted for the extension and conversion agreement associated with these loans as a substantial modification on May 31, 2013 (see Note 5 under Convertible Notes-Carried at Fair Value). | |
On June 7, June 14, July 25, and August 12, 2013, the Company entered into additional unsecured loan agreements with Mr. Brady. Pursuant to these agreements, the Company received short-term loans totaling $520,000 maturing on August 31, 2013. The notes bore interest at 7% per annum with a default rate of interest at 12% based on a 360-day year. | |
On August 15, 2013, Mr. Brady converted the $1,270,000 in total principal described above, plus $19,252 of accrued interest, into 5,157,008 shares of common stock on the same terms and conditions as were applicable to the other investors in the 2013 Private Placement discussed in Note 7. | |
During the twelve months ended December 31, 2013 and 2012, interest expense on all the notes amounted to $22,397 and $79,488, respectively. Direct finance costs allocated to the embedded derivatives were expensed in full upon issuance of the notes. Direct finance costs allocated to the notes are subject to amortization, through charges to interest expense, using the effective interest method. During the twelve months ended December 31, 2013 and 2012, interest expense related to the amortization of finance costs amounted to $27,962 and $25,923, respectively. |
Derivative_Financial_Instrumen
Derivative Financial Instruments | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||
Derivative Instruments and Hedging Activities Disclosure [Text Block] | ' | ||||||||
DERIVATIVE FINANCIAL INSTRUMENTS | |||||||||
The Company entered into financing transactions that gave rise to derivative liabilities, which are accounted for at fair value, in the Company's financial statements. Changes in the fair value of derivative financial instruments are required to be recognized in other income (expense) in the period of change, and are reflected in the Company's consolidated statements of operations as "loss on exchange of warrants and debt" or as "change in fair value of derivatives and notes payable carried at fair value, net." | |||||||||
Warrant Liability | |||||||||
2012 Activity: | |||||||||
The Company determined that 153,882 warrant shares issued in its May 2011 Offering, 110,000 warrant shares issued in its September 2012 public offering and 250 warrant shares issued in July 2011 for a customer list acquisition, require classification as a liability due to certain registration rights and listing requirements in the agreements. | |||||||||
In May and June 2012, pursuant to separate private transactions with nineteen warrant holders, the Company redeemed warrants to purchase an aggregate of 123,052 shares of common stock for the same number of shares without the Company receiving any further cash consideration. The redemptions were treated as an exchange wherein the fair value of the newly issued common stock was recorded and the difference between that and the carrying value of the warrants received in the exchange is recorded in the Company's consolidated statements of operations in other income under loss on exchange and change in fair value of derivatives. As a result of the exchange, the Company recognized a loss on the exchange of these warrants in the amount of $802,123 during the twelve months ended December 31, 2012. | |||||||||
2013 Activity: | |||||||||
In February 2013, pursuant to a private transaction with a warrant holder, the Company redeemed a warrant to purchase 5,001 shares of common stock for the same number of shares without the Company receiving any further cash consideration. The redemption was treated as an exchange wherein the difference between the fair value of the newly issued common stock and the carrying value of the warrant received in the exchange was recognized as a loss on exchange of warrants in the amount of $732 during the twelve months ended December 31, 2013. | |||||||||
From August 15, 2013 through September 23, 2013, the Company issued warrants to purchase 7,118,236 shares of its common stock at an exercise price of $0.25 per share and warrants to purchase 7,118,236 shares of its common stock at an exercise price of $0.50 per share pursuant to the terms of the Securities Purchase Agreements signed in its 2013 Private Placement (Note 7). The Company determined that these warrants require classification as a liability due to certain registration rights in the agreements that required the Company to file a registration statement with the SEC for purposes of registering the resale of the shares underlying these warrants. The Company filed a registration statement on Form S-1 on October 16, 2013 and it was declared effective by the SEC on November 8, 2013. The Company determined the fair value of these warrants on their issuance date to be $2,344,899. | |||||||||
During the twelve months ended December 31, 2013 and 2012, the Company recorded income of $514,704 and $779,083, respectively, due to the change in the fair value of its warrant liability. | |||||||||
The following table summarizes the Company's activity and fair value calculations of its derivative warrants for the twelve months ended December 31, 2013 and 2012: | |||||||||
Linked Common | Warrant | ||||||||
Shares to | Liability | ||||||||
Derivative Warrants | |||||||||
Balance, December 31, 2011 | 154,132 | $ | 752,486 | ||||||
Issuance of warrants to underwriters - September 11, 2012 | 110,000 | 49,170 | |||||||
Exchange of warrants for common stock | (135,782 | ) | (19,823 | ) | |||||
Change in fair value of derivatives | — | (779,083 | ) | ||||||
Balance, December 31, 2012 | 128,350 | $ | 2,750 | ||||||
Issuance of warrants to investors in 2013 Private Placement | 14,236,472 | 2,344,899 | |||||||
Exchange of warrants for common stock | (4,546 | ) | — | ||||||
Change in fair value of derivatives | — | (514,704 | ) | ||||||
Balance, December 31, 2013 | 14,360,276 | $ | 1,832,945 | ||||||
The Company's warrants were valued on the applicable dates using a Binomial Lattice Option Valuation Technique (“Binomial”). Significant inputs into this technique as of December 31, 2012, May 31, 2013, August 15, 2013 - September 23, 2013 and December 31, 2013 are as follows: | |||||||||
Binomial Assumptions | December 31, | May 31, | August 15, 2013 - September 23, 2013 | December 31, | |||||
2012 | 2013 | 2013 | |||||||
Fair market value of asset (1) | $0.22 | $0.20 | $0.28-$0.37 | $0.30 | |||||
Exercise price | $1.25 | $0.25-$0.50 | $0.25-$0.50 | $0.25-$1.25 | |||||
Term (2) | 4.7 years | 5.0 years | 5.0 years | 3.7 years - 4.7 years | |||||
Implied expected life (3) | 4.6 years | 5.0 years | 5.0 years | 3.7 years - 4.7 years | |||||
Volatility range of inputs (4) | 45.82%--84.21% | 50.14%--83.49% | 48.46%--81.72% | 40.63%--78.73% | |||||
Equivalent volatility (3) | 60.20% | 59.15% | 56.57%--57.55% | 55%--56% | |||||
Risk-free interest rate range of inputs (5) | 0.11%--0.72% | 1.07%--1.05% | 0.04%--1.72% | 0.38%--1.75% | |||||
Equivalent risk-free interest rate (3) | 0.32% | 0.43% | 0.56%--0.69% | 0.78%--1.75% | |||||
(1) The fair market value of the asset was determined by using the Company's closing stock price as reflected in the over-the-counter market. | |||||||||
(2) The term is the contractual remaining term, allocated among twelve equal intervals for purposes of calculating other inputs, such as volatility and risk-free rate. | |||||||||
(3) The implied expected life, and equivalent volatility and risk-free interest rate amounts are derived from the binomial. | |||||||||
(4) The Company does not have a market trading history upon which to base its forward-looking volatility. Accordingly, the Company selected peer companies that provided a reasonable basis upon which to calculate volatility for each of the intervals described in (2), above. | |||||||||
(5) The risk-free rates used for inputs represent the yields on zero coupon US Government Securities with periods to maturity consistent with the intervals described in (2), above. | |||||||||
Convertible Notes-Carried At Fair Value | |||||||||
$750,000 Notes Payable: | |||||||||
In conjunction with the loan extension and conversion agreement with Brian W. Brady discussed in Note 4, since the modification added a substantial conversion feature, the debt instruments were considered “substantially” different after the modification and extinguishment accounting was applicable. As a result, the fair value of the additional warrant to purchase 3,187,500 shares of the Company's common stock at $0.25 per share and the additional 1,687,500 shares of restricted stock were considered in the determination of the amount of loss on debt extinguishment. However, since Mr. Brady is a board member and significant shareholder, the transaction is considered to be with a related party and thus, the extinguishment is in essence a capital transaction. As such, the difference between the carrying amount of the original notes of $755,227 and the fair value of the modified notes as well as the fair value of the 1,000,000 warrants issued on May 31, 2013 and the 3,187,500 warrants and 1,687,500 restricted stock shares to be issued in the future of $1,526,202, or $770,975, was included in additional paid-in capital as of December 31, 2013 as the transaction was deemed capital in nature. The common stock equivalent value was based on the calculated indexed shares, the fair value of the common stock on the valuation date, and the fair value of the warrants using a binomial lattice model. | |||||||||
On August 15, 2013, Mr. Brady converted the $750,000 principal into shares of common stock on the same terms and conditions as were applicable to the other investors in the 2013 Private Placement. The $750,000 convertible notes payable had a fair value of $820,202 on May 31, 2013 (the modification date) and $1,586,109 on August 15, 2013 (the conversion date). This resulted in an expense of $765,907 during the twelve months ended December 31, 2013 and was recognized as "Change in fair value of derivatives and notes payable carried at fair value, net" on the accompanying consolidated statement of operations. | |||||||||
Since the Company was currently negotiating a future financing at the time of modification and management believed there was a high probability that the future financing would occur, the common stock equivalent value of the notes was based on the negotiated terms of the future financing. | |||||||||
The newly-issued warrant, indexed to 1,000,000 shares of common stock, met the conditions for equity classification and the fair value of $88,000 was recorded in the Company's consolidated balance sheet as additional paid-in capital during the three months ended June 30, 2013. The value of the additional warrant and the restricted stock to be issued upon the occurrence of the future financing were also recorded in additional paid-in capital. The additional warrant was valued at $280,500, using a binomial lattice option valuation technique and the restricted stock was valued at $337,500 based on the Company's current market prices. | |||||||||
As of the date of modification, May 31, 2013, the common stock equivalent value was estimated as follows: | |||||||||
Indexed Shares | Fair Value per Share | Estimated Fair Value | |||||||
Common stock | 3,021,000 | $ | 0.2 | 604,200 | |||||
Warrants - $0.25 exercise price | 1,510,500 | $ | 0.088 | 132,924 | |||||
Warrants - $0.50 exercise price | 1,510,500 | $ | 0.055 | 83,078 | |||||
Common stock equivalent value | 820,202 | ||||||||
On the conversion date of August 15, 2013, the common stock equivalent value was estimated as follows: | |||||||||
Indexed Shares | Fair Value per Share | Estimated Fair Value | |||||||
Common stock | 3,064,944 | $ | 0.35 | 1,072,730 | |||||
Warrants - $0.25 exercise price | 1,532,472 | $ | 0.199 | 304,962 | |||||
Warrants - $0.50 exercise price | 1,532,472 | $ | 0.136 | 208,417 | |||||
Common stock equivalent value | 1,586,109 | ||||||||
The following table summarizes the Company's activity and fair value calculations of its derivative notes payable for the twelve months ended December 31, 2013 and 2012: | |||||||||
Linked Common | Bifurcated Compound Embedded Derivatives | Convertible Notes Payable, Carried at Fair Value | |||||||
Shares to | |||||||||
Convertible Notes Payable | |||||||||
Balance, December 31, 2011 | — | $ | — | $ | — | ||||
Issuance of $550,000 promissory note with compound embedded derivative - February 3, 2012 | 23,416 | $ | 12,151 | $ | — | ||||
Issuance of $75,000 promissory note with compound embedded derivative - June 6, 2012 | 26,042 | $ | 15,625 | $ | — | ||||
Conversion of notes into common stock | (2,069,439 | ) | $ | (83,663 | ) | $ | — | ||
Change in fair value of derivatives | 2,557,127 | $ | 67,704 | $ | — | ||||
Balance, December 31, 2012 | 537,146 | $ | 11,817 | $ | — | ||||
Issuance of $750,000 promissory note with compound embedded derivative - May 31, 2013 | 6,042,000 | — | 820,202 | ||||||
Conversion of notes into common stock | (6,903,872 | ) | (12,461 | ) | (1,586,109 | ) | |||
Change in fair value of derivatives | 324,726 | 644 | 765,907 | ||||||
Balance, December 31, 2013 | — | $ | — | $ | — | ||||
The common stock was valued at the trading market price on the date of the valuation. The warrants were valued using a Binomial model using inputs as detailed above under the Binomial Assumptions table. | |||||||||
$520,000 Notes Payable: | |||||||||
As discussed in Note 4, the Company entered into additional unsecured loan agreements with Mr. Brady. Pursuant to these agreements, the Company received short-term loans totaling $520,000 maturing on August 31, 2013. Although the notes did not contain a conversion feature, the Company permitted Mr. Brady to convert the $520,000 principal into shares of common stock on the same terms and conditions as were applicable to the other investors in the 2013 Private Placement. The difference between the carrying amount of the original notes and accrued interest of $523,016 was compared to the $1,082,642 fair value of the 2,092,064 shares of common stock and 2,092,064 warrants received on August 15, 2013 and since the transaction is considered to be with a related party, the difference of $559,626 was treated as a capital transaction and is included in additional paid-in capital as of December 31, 2013. The common stock equivalent value was based on the calculated indexed shares, the fair value of the common stock on the valuation date, and the fair value of the warrants using a binomial lattice model. | |||||||||
Fair value measurements | |||||||||
Assets and liabilities that are recorded at fair value on a recurring basis are measured in accordance with ASC 820-10-05, Fair Value Measurements. The Brian Brady Promissory Notes originally issued April 11, 2013 and May 22, 2013 and modified on May 31, 2013 to extend the term and add a conversion feature are classified within Level 3 of the fair value hierarchy as they were valued using unobservable inputs including significant assumptions of the Company and other market participants. | |||||||||
The reconciliation of our derivative liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of December 31, 2013 is as follows: | |||||||||
Convertible Notes Payable, Carried at Fair Value | |||||||||
Balance, December 31, 2012 | $ | — | |||||||
Issuance of $750,000 promissory note with compound embedded derivative - May 31, 2013 | 820,202 | ||||||||
Total loss included in earnings | 765,907 | ||||||||
Balance upon conversion, August 15, 2013 | $ | 1,586,109 | |||||||
Compound Embedded Derivative | |||||||||
The Company concluded that the compound embedded derivative in its $550,000 senior secured promissory note issued on February 3, 2012 and its $75,000 convertible promissory note as modified on June 6, 2012 (see Note 4) required bifurcation and liability classification as derivative financial instruments because they were not considered indexed to the Company's own stock as defined in ASC 815, Derivatives and Hedging. The noteholders did not elect to convert the $75,000 convertible promissory note prior its maturity date on December 4, 2012. Therefore, the conversion feature expired and no further derivative valuation is required. On February 4, 2013, the Company satisfied all of its remaining obligations under its $550,000 senior secured promissory note when the noteholders converted the final balance owed of $112,150 into 773,983 shares of common stock at an average conversion rate of $.145 per share. The Company recorded the $12,461 value of the compound embedded derivative on the conversion date as a charge to additional paid-in capital. As of February 4, 2013, all convertible notes in which the conversion feature had been bifurcated and recorded at fair value, had been converted. The Company recorded expense resulting from the change in the fair value of the compound embedded derivatives during the twelve months ended December 31, 2013 in the amount of $644. The Company recorded expense resulting from the change in the fair value of the compound embedded derivatives during the twelve months ended December 31, 2012 in the amount of $67,704. | |||||||||
The Monte Carlo Simulation (“MCS”) technique was used to calculate the fair value of the compound embedded derivatives because it provides for the necessary assumptions and inputs. The MCS technique, which is an option-based model, is a generally accepted valuation technique for valuing embedded conversion features in hybrid convertible notes, because it is an open-ended valuation model that embodies all significant assumption types, and ranges of assumption inputs that the Company agrees would likely be considered in connection with the arms-length negotiation related to the transference of the instrument by market participants. In addition to the typical assumptions in a closed-end option model, such as volatility and a risk free rate, MCS incorporates assumptions for interest risk, credit risk and redemption behavior. In addition, MCS breaks down the time to expiration into potentially a large population of time intervals and steps. However, there may be other circumstances or considerations, other than those addressed herein, that relate to both internal and external factors that would be considered by market participants as it relates specifically to the Company and the subject financial instruments. The effects, if any, of these considerations cannot be reasonably measured, quantified or qualified. | |||||||||
The following table shows the summary calculations arriving at the compound embedded derivative value as of December 31, 2012 and on the final conversion date of February 4, 2013. See the assumption details for the composition of these calculations. | |||||||||
Compound Embedded Derivative | December 31, | February 4, | |||||||
2012 | 2013 | ||||||||
Notional amount | $ | 106,355 | $ | 112,150 | |||||
Conversion price | 0.198 | 0.145 | |||||||
Linked common shares (1) | 537,146 | 773,983 | |||||||
MCS value per linked common share (2) | 0.022 | 0.016 | |||||||
Total | $ | 11,817 | $ | 12,461 | |||||
(1) The Compound Embedded Derivative is linked to a variable number of common shares based upon a percentage of the Company's closing stock price as reflected in the over-the-counter market. The number of linked shares increased as the trading market price decreased and decreased as the trading market price increased. | |||||||||
(2) The Note embodied a contingent conversion feature that was predicated upon a financing transaction that was planned for a date between the issuance date and March 2, 2012. If the financing occurred, the maturity date of the Note was August 2, 2012. If the financing did not occur, the maturity date of the Note was February 2, 2013. While, in hindsight, the financing did not occur, the calculation of value must consider that on the issuance date the contingency was present and resulted in multiple scenarios of outcome as it related to the conversion feature subject to bifurcation. The mechanism for building this contingency into the MCS value was to perform two separate calculations of value and weight them on a reasonable basis. | |||||||||
The significant inputs into the Monte Carlo Simulation used to calculate the compound embedded derivative values as of December 31, 2012 and on the final conversion date of February 4, 2013 are as follows: | |||||||||
Monte Carlo Assumptions | December 31, | February 4, | |||||||
2012 | 2013 (7) | ||||||||
Fair market value of asset (1) | $0.22 | $0.16 | |||||||
Conversion price | $0.20 | $0.14 | |||||||
Term (2) | 0.08 years | n/a | |||||||
Implied expected life (3) | 0.08 years | n/a | |||||||
Volatility range of inputs (4) | 16.12%--40.17% | n/a | |||||||
Equivalent volatility (3) | 30.70% | n/a | |||||||
Risk adjusted interest rate range of inputs (5) | 10.00% | n/a | |||||||
Equivalent risk-adjusted interest rate (3) | 10.00% | n/a | |||||||
Credit risk-adjusted interest rate (6) | 15.63% | n/a | |||||||
(1) The fair market value of the asset was determined by using the Company's closing stock price as reflected in the over-the-counter market. | |||||||||
(2) The term is the contractual remaining term, allocated among twelve equal intervals for purposes of calculating other inputs, such as volatility and risk-free rate. | |||||||||
(3) The implied expected life, and equivalent volatility and risk-free risk-adjusted interest rate amounts are derived from the MCS. | |||||||||
(4) The Company does not have a market trading history upon which to base its forward-looking volatility. Accordingly, the Company selected peer companies that provided a reasonable basis upon which to calculate volatility for each of the intervals described in (2) above. | |||||||||
(5) Compound Embedded Derivatives bifurcated from debt instruments are expected to contain an element of market interest risk. That is, the risk that market driven interest rates will change during the term of a fixed rate debt instrument. | |||||||||
(6) The Company utilized a yield approach in developing its credit risk assumption. The yield approach assumes that the investor's yield on the instrument embodies a risk component, generally, equal to the difference between the actual yield and the yield for a similar instrument without regard to risk. | |||||||||
(7) Monte Carlo inputs are not applicable on the expiration date of February 4, 2013 since only intrinsic value remains. There is no time value left, so the use of an option model is not necessary. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||
Commitments and Contingencies Disclosure [Text Block] | ' | ||||||||
COMMITMENTS & CONTINGENCIES | |||||||||
Lease Commitments | |||||||||
Operating Leases | |||||||||
In December 2013, the Company moved its corporate headquarters to 480 N. Orlando Avenue, Suite 200 in Winter Park, Florida pursuant to a five year and five month sublease agreement that is renewable for one additional year until April 30, 2020. The Company leases approximately 9,500 square feet based on a variable $17.50 to $21.50 per square foot annual rate over the lease term. During 2013, the Company leased space under a one-year sublease agreement at 1000 Legion Place, Suite 1600, in Orlando, Florida with total rent owed of $85,000. The Company also leases flexible office space under a month-to-month contract in Chicago, Illinois. | |||||||||
Capital Leases | |||||||||
During 2011 and 2013, the Company entered into capital leases for equipment which expire between August 2014 January 2016. Total obligations outstanding under the leases was $77,865 and $27,580 at December 31, 2013 and 2012, respectively. See Note 2 for more information on the Company's equipment under capital leases. | |||||||||
A summary of future minimum lease payments under the Company's non-cancelable leases as of December 31, 2013 is as follows: | |||||||||
Year ending December 31: | Capital Leases | Operating Leases | |||||||
2014 | $ | 53,981 | $ | 111,054 | |||||
2015 | 35,963 | 171,520 | |||||||
2016 | 1,101 | 181,006 | |||||||
2017 | — | 190,490 | |||||||
2018 | — | 199,580 | |||||||
Thereafter | — | 67,976 | |||||||
Total minimum lease payments | 91,045 | $ | 921,626 | ||||||
Less amount representing interest | (13,180 | ) | |||||||
Total principal lease payments | 77,865 | ||||||||
Less current maturities | (43,852 | ) | |||||||
Total long term obligations | $ | 34,013 | |||||||
Total rent expense recorded in general and administrative expense in the accompanying consolidated statements of operations was approximately $125,000 and $329,000 for the twelve months ended December 31, 2013 and 2012, respectively. | |||||||||
Retirement Plans | |||||||||
In December 2007, the Company introduced a 401(k) plan that covered all eligible employees. The Company matches participant contributions in an amount equal to 50% of each participant's contribution up to 8% of the participant's salary. The participants become vested in 20% annual increments after two years of service. During the twelve months ended December 31, 2013 and 2012, the Company incurred $25,477 and $40,405, respectively, in expense for matching employer contributions. | |||||||||
Litigation | |||||||||
From time to time, the Company may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Litigation is, however, subject to inherent uncertainties, and an adverse result in these or other matters may harm the Company's business. Other than as described below, the Company is currently not aware of any legal proceedings or claims that it believes would or could have, individually or in the aggregate, a material adverse effect on its operations or financial position. | |||||||||
On October 17, 2012, Blue Calypso, Inc. filed a complaint against the Company in the U.S. District Court for the Eastern District of Texas. Blue Calypso's complaint alleges that the Company infringes on their patents related to peer-to-peer advertising between mobile communication devices and seeks unspecified damages. On July 19, 2013, Blue Calypso’s case against the Company was consolidated, along with patent infringement cases against Yelp, Inc. and Foursquare Labs, Inc., into Blue Calypso, Inc. v. Groupon, Inc. for all pretrial purposes, including discovery and claim construction. | |||||||||
On December 16, 2013, the Patent Trial and Appeal Board's (PTAB) instituted a Covered Business Method Review (CBMR) for three of the five patents Blue Calypso asserts in its case against IZEA. In its decisions granting the CMBRs, the PTAB explained that several of Blue Calypso’s asserted patents are likely invalid. In particular, the PTAB found it more likely than not that each of these three patents was invalid based on two independent grounds of anticipation, and one ground of obviousness. Additionally, the PTAB preliminarily found it more likely than not that many of the claims of one of Blue Calypso’s patents were invalid due to a lack of written description. On January 17, 2014, the PTAB expanded its review to all five of Blue Calypso's assert patents. The PTAB’s final decision regarding the asserted patents is expected by the end of this year. On January 16, 2014, the court granted a joint motion to stay Blue Calypso’s patent infringement case until the PTAB's review of Blue Calypso’s asserted patents is complete. At this stage, the Company does not have an estimate of the likelihood or the amount of any potential exposure to us. The Company believes that there is no merit to this suit and continues to vigorously defend itself against Blue Calypso's allegations. |
Stockholders_Deficit
Stockholders' Deficit | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' | ||||||||
STOCKHOLDERS' DEFICIT | |||||||||
On February 6, 2013, the Company's Board of Directors and holders of a majority of the outstanding shares of common stock of the Company approved an increase in the number of authorized shares of common stock of the Company from 12,500,000 shares to 100,000,000 shares (the “Share Increase”). The Company amended its Articles of Incorporation to effect the Share Increase by filing a Certificate of Amendment with the Nevada Secretary of State on February 11, 2013. The Company has authorized 10,000,000 shares of preferred stock with a par value of $0.0001 of which 240 shares were designated as Series A Convertible Preferred Stock on May 25, 2011. | |||||||||
Authorization of Convertible Preferred Stock | |||||||||
In May 2011, the Board of Directors designated 240 shares of its Preferred Stock as Series A Preferred Stock. It issued 230 of these shares in May 2011 during an equity financing. Each share of the Series A Preferred Stock was convertible into 758 shares of common stock at the option of the preferred holder and does not have a redemption feature. As of December 31, 2013, all shares of the Series A Preferred Stock have been converted to common shares. | |||||||||
2013 Private Placement | |||||||||
In accordance with a private placement memorandum and securities purchase agreement, from August 15, 2013 through September 23, 2013, the Company raised $2,182,500 in cash through the sale of 8,730,000 shares of its common stock at a price of $0.25 per share ("2013 Private Placement"). Additionally, as discussed in Notes 4 and 5, the Company converted notes payable and accrued interest thereon totaling $1,376,618 into 5,506,472 shares of its common stock at an effective price of $0.25 per share. The Company also issued fully-exercisable, five-year warrants to purchase 7,118,236 shares of its common stock at an exercise price of $0.25 per share and fully-exercisable, five-year warrants to purchase 7,118,236 shares of its common stock at an exercise price of $0.50 per share. The net proceeds received from the 2013 Private Placement are being used for general working capital purposes. | |||||||||
As discussed in Note 5, the Company determined that the warrants issued with the 2013 Private Placement require liability classification, thus they are reported at fair value and remeasured each reporting period, with the change in fair value recognized in the consolidated statement of operations. The initial fair value of these warrants on their issuance dates total $2,344,899. Total costs of the private placement were $1,674,908 which included $178,389 in cash expenses, $2,344,899 related to the investor warrants noted above, less $848,380 related to change in fair value of Brady debt and loss on exchange of other convertible notes prior to conversion. As a result of the above transactions related to the private placement, the Company reported $1,884,210 as an increase in common stock and additional paid-in capital on the statement of stockholders deficit. | |||||||||
Pursuant to the terms of the Securities Purchase Agreements issued in the 2013 Private Placement, the Company filed a registration statement with the SEC for purposes of registering the resale of these shares of common stock and the shares underlying the warrants on Form S-1 on October 16, 2013. This registration statement was declared effective by the SEC on November 8, 2013. | |||||||||
Convertible Securities | |||||||||
From October 2012 through December 2012, the holders of the Company's $550,000 senior secured promissory note converted $437,850 of note value into 2,069,439 shares of common stock at an average conversion rate of $.21 per share. The Company recorded the related $83,663 value of the compound embedded derivative on the converted portion as a charge to additional paid-in capital. On February 4, 2013, the Company satisfied all of its remaining obligations under its $550,000 senior secured promissory note when the noteholders converted the final balance owed of $112,150 into 773,983 shares of common stock at an average conversion rate of $.145 per share. The Company recorded the $12,461 value of the compound embedded derivative on the conversion date as a charge to additional paid-in capital. | |||||||||
Additional Warrant Transactions | |||||||||
During the twelve months ended December 31, 2013, pursuant to private transactions with warrant holders, the Company redeemed warrants to purchase 5,001 shares of common stock for the same number of shares without the Company receiving any further cash consideration. As a result of the exchange, the Company recognized a loss on the exchange of the warrants in the amount $732 during the twelve months ended December 31, 2013. | |||||||||
On March 1, 2013, the Company entered into a $1.5 million secured credit facility agreement with Bridge Bank, N.A. of San Jose, California. In connection with this agreement, the Company issued a warrant with an expiration date after 5 years to purchase up to 58,139 shares of common stock for $15,000 ($.258 per share). This warrant met the conditions for equity classification and the fair value of $7,209, as determined using a binomial lattice option valuation technique, was recorded in the Company's consolidated balance sheet as an increase in deferred finance costs and additional paid-in capital. | |||||||||
On May 31, 2013, the Company signed a loan extension and conversion agreement with Brian W. Brady, a director of the Company, that extended the maturity date on its $750,000 notes payable to August 31, 2013. In consideration for the extension and conversion agreement, the Company issued Mr. Brady a warrant to purchase 1,000,000 shares of the Company's common stock at $0.25 per share for a period of five years. The Company also agreed that upon the first closing of its next private placement, completed on August 15, 2013, it would issue Mr. Brady an additional warrant to purchase 3,187,500 shares of the Company's common stock at $0.25 per share for a period of five years and 1,687,500 shares of restricted stock for future issuance upon the earlier of two years after the first closing or completion of a transaction resulting in a change of control of the Company. These warrants and restricted stock met the conditions for equity classification and the fair value of $706,000, as determined using a binomial lattice option valuation technique, was recorded in the Company's consolidated balance sheet as an increase in additional paid-in capital. | |||||||||
Stock Options | |||||||||
On May 12, 2011, the Company adopted the 2011 Equity Incentive Plan (the “May 2011 Plan”) that authorizes, subsequent to the latest amendment on February 6, 2013, 11,613,715 shares of common stock to be granted for future stock awards to employees, directors or contractors. As of December 31, 2013, the Company had 3,949,503 shares of common stock available for future grants under the May 2011 Plan. | |||||||||
On August 22, 2011, the Company adopted the 2011 B Equity Incentive Plan (the “August 2011 Plan”) reserving for issuance an aggregate of 87,500 shares of common stock under the August 2011 Plan. As of December 31, 2013, the Company had no shares of common stock available for future grants under the August 2011 Plan. | |||||||||
Under both the May 2011 Plan and the August 2011 Plan (together, the "2011 Equity Incentive Plans"), the Board of Directors determines the exercise price to be paid for the shares, the period within which each option may be exercised, and the terms and conditions of each option. The exercise price of the incentive and non-qualified stock options may not be less than 100% of the fair market value per share of the Company’s common stock on the grant date. If an individual owns stock representing more than 10% of the outstanding shares, the price of each share of an incentive stock option must be equal to or exceed 110% of fair market value. Unless otherwise determined by the board of directors at the time of grant, the right to purchase shares covered by any options under the 2011 Equity Incentive Plans typically vest over the requisite service period as follows: 25% of options shall vest one year from the date of grant and the remaining options shall vest monthly, in equal increments over the following three years. The term of the options is up to ten years. The Company issues new shares to the optionee for any stock awards or options exercised pursuant to its equity incentive plans. | |||||||||
A summary of option activity under the 2011 Equity Incentive Plans for the twelve months ended December 31, 2013 and 2012 is presented below: | |||||||||
Options Outstanding | Common Shares | Weighted Average | Weighted Average | ||||||
Exercise Price | Remaining Life | ||||||||
(Years) | |||||||||
Outstanding at December 31, 2011 | 114,445 | $ | 17.61 | 4.4 | |||||
Granted | 378,293 | 5.74 | |||||||
Exercised | (551 | ) | 2 | ||||||
Forfeited | (100,210 | ) | 18.81 | ||||||
Outstanding at December 31, 2012 | 391,977 | $ | 5.87 | 4.3 | |||||
Granted | 8,620,062 | 0.26 | |||||||
Exercised | — | — | |||||||
Forfeited | (1,261,561 | ) | 0.49 | ||||||
Outstanding at December 31, 2013 | 7,750,478 | $ | 0.51 | 8.1 | |||||
Exercisable at December 31, 2013 | 1,941,115 | $ | 0.83 | 8.6 | |||||
During the year ended December 31, 2012, options were exercised into 551 shares of the Company's common stock for cash proceeds of $1,099. The intrinsic value of these options was $5,769. During the twelve months ended December 31, 2013, no options were exercised. There is no aggregate intrinsic value on the outstanding or exercisable options as of December 31, 2013 since the weighted average exercise price per share exceeded the fair value on such date. | |||||||||
A summary of the nonvested stock option activity under the 2011 Equity Incentive Plans for the twelve months ended December 31, 2013 and 2012 is presented below: | |||||||||
Nonvested Options | Common Shares | Weighted Average | Weighted Average | ||||||
Grant Date | Remaining Years | ||||||||
Fair Value | to Vest | ||||||||
Nonvested at December 31, 2011 | 57,516 | $ | 2.73 | 2.5 | |||||
Granted | 378,293 | 2.17 | |||||||
Vested | (83,429 | ) | 2.26 | ||||||
Forfeited | (43,753 | ) | 2.78 | ||||||
Nonvested at December 31, 2012 | 308,627 | $ | 2.17 | 2.9 | |||||
Granted | 8,620,062 | 0.2 | |||||||
Vested | (1,871,201 | ) | 0.36 | ||||||
Forfeited | (1,248,125 | ) | 0.23 | ||||||
Nonvested at December 31, 2013 | 5,809,363 | $ | 0.24 | 3.3 | |||||
Stock-based compensation cost related to stock options granted under the 2011 Equity Incentive Plans is measured at grant date, based on the fair value of the award, and is recognized as an expense over the employee’s requisite service period. The Company estimates the fair value of each option award on the date of grant using a Black-Scholes option-pricing model that uses the assumptions stated in Note 1. Total stock-based compensation expense recognized on awards outstanding during the twelve months ended December 31, 2013 and 2012 was $725,254 and $181,610, respectively. Stock-based compensation expense is recorded as a general and administrative expense in the Company's consolidated statements of operations. Future compensation related to nonvested awards expected to vest of $1,317,319 is estimated to be recognized over the weighted-average vesting period of three years. | |||||||||
Restricted Stock Issued for Services | |||||||||
In May 2012 and July 2012, the Company entered into seven agreements for celebrity endorsements of the Company's platforms whereby the Company paid cash of $100,000 and issued a total of 135,521 shares of restricted common stock. In the majority of the agreements, the restricted stock vested 25% immediately upon the signing of the agreements and then vests 6.25% per month over the following twelve months during the term of the agreements. | |||||||||
On June 12, 2012, the Company issued 1,200 shares of restricted common stock to its investors' counsel in order to pay for legal services totaling $6,000 related to the issuance of the $75,000 convertible promissory note. | |||||||||
On July 2, 2012, the Company issued 71,221 shares of restricted common stock to its former legal counsel in order to pay for general legal services totaling $356,103. | |||||||||
In August and September 2012, the Company issued 35,000 and 69,445 respective shares of restricted common stock as a result of a stock subscription agreement with its director, Brian Brady. | |||||||||
On January 3, 2013, the Company issued 60,000 shares of restricted stock valued at $15,900 pursuant to a twelve-month compensation arrangement with Mitchel J. Laskey for his service as a director and Chairman of the Company's Board of Directors. | |||||||||
On January 3, 2013, the Company issued 20,000 shares of restricted stock valued at $4,820 in order to pay for a small asset purchase. | |||||||||
Effective January 3, 2013, the Company entered into a twelve-month agreement to pay $4,000 per month beginning January 2013 to a firm which would provide investor relations services. In accordance with the agreement, the Company issued 100,000 shares of restricted common stock valued at $26,500 on January 15, 2013 and agreed to issue an additional 100,000 restricted shares on or before July 15, 2013. This agreement was mutually terminated on May 1, 2013 for no further cash consideration with the Company agreeing to issue the final installment of 100,000 shares of restricted common stock valued at $25,000 upon the termination of the agreement. | |||||||||
On May 16, 2013, the Company issued 30,000 shares of restricted common stock valued at $6,000 to settle an outstanding balance with a vendor. | |||||||||
On September 30, 2013, the Company entered into an agreement pursuant to which it issued 823,090 shares of restricted common stock, at an effective price of $0.35 per share, to settle a $288,081 balance owed for legal services. | |||||||||
Effective October 1, 2013, the Company entered into a six-month agreement to pay $5,000 per month to a firm which would provide investor relations services. In accordance with the agreement, the Company also issued 50,000 shares of restricted common stock valued at $19,000 on October 1, 2013, which is being amortized over the six month service period. $9,500 of this value was recognized as general and administrative expense on the accompanying consolidated statement of operations for the twelve months ended December 31, 2013. | |||||||||
The Company issued 85,661 shares of restricted common stock valued at $25,000 to each Brian W. Brady and Dan R. Rua for their service as directors of the Company during the twelve months ended December 31, 2013. | |||||||||
The following tables contain summarized information about nonvested restricted stock outstanding during the twelve months ended December 31, 2013 and 2012 : | |||||||||
Restricted Stock | Common Shares | ||||||||
Nonvested at December 31, 2011 | — | ||||||||
Granted | 312,387 | ||||||||
Vested | (263,805 | ) | |||||||
Forfeited | — | ||||||||
Nonvested at December 31, 2012 | 48,582 | ||||||||
Granted | 1,354,412 | ||||||||
Vested | (1,402,994 | ) | |||||||
Forfeited | — | ||||||||
Nonvested at December 31, 2013 | — | ||||||||
Total stock-based compensation expense recognized for restricted stock awards issued for services during the twelve months ended December 31, 2012 was $675,538 of which $313,435 is included in sales and marketing expense, $356,103 is included in general and administrative expense and $6,000 is included in interest expense on the consolidated statements of operations. Total stock-based compensation expense recognized for restricted stock awards issued for services during the twelve months ended December 31, 2013 was $443,588 of which $14,027 is included in sales and marketing expense and $429,561 is included in general and administrative expense in the consolidated statements of operations. The fair value of the services is based on the value of the Company's common stock over the term of service. The fair value of the restricted stock issued during the twelve months ended December 31, 2013 and 2012 was $435,301 and $1,246,237, respectively, and the change in the fair value of the issued but nonvested shares was $7,098 and ($560,011), respectively. |
Income_Taxes_Notes
Income Taxes (Notes) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Income Tax Disclosure [Abstract] | ' | ||||||
Income Tax Disclosure [Text Block] | ' | ||||||
INCOME TAXES | |||||||
The components of the Company’s net deferred income taxes are as follows (rounded): | |||||||
December 31, | December 31, | ||||||
2013 | 2012 | ||||||
Deferred tax assets: | |||||||
Net operating loss carry forwards | $ | 9,171,000 | $ | 8,457,000 | |||
Accrued expenses | 72,000 | 32,000 | |||||
Depreciation and amortization | 23,000 | 19,000 | |||||
Stock option and warrant expenses | 285,000 | 51,000 | |||||
Deferred rent | 5,000 | — | |||||
Other | 2,000 | 2,000 | |||||
Gross deferred income tax assets | 9,558,000 | 8,561,000 | |||||
Valuation allowance | (9,558,000 | ) | (8,561,000 | ) | |||
Total deferred income tax assets | $ | — | $ | — | |||
The following summary reconciles differences from taxes at the federal statutory rate with the effective rate: | |||||||
Twelve Months Ended December 31, | |||||||
2013 | 2012 | ||||||
Federal income tax at statutory rates | (34.0 | )% | (34.0 | )% | |||
Change in deferred tax asset valuation allowance | 30 | % | 35.9 | % | |||
Deferred state taxes | (2.8 | )% | (3.5 | )% | |||
Non-deductible expenses: | |||||||
Meals & entertainment | 0.3 | % | 0.2 | % | |||
Change in fair value of warrants | 2.6 | % | 0.7 | % | |||
ISO stock compensation | 1 | % | 0.4 | % | |||
Other | 2.9 | % | 0.3 | % | |||
Income taxes (benefit) at effective rates | — | % | — | % | |||
The Company has incurred net losses since inception. At December 31, 2013, the Company had approximately $24,614,000 in net operating loss carryforwards for U.S. federal and state income tax purposes that expire in various amounts between the years of 2026 and 2032. The Company's ability to deduct its historical net operating losses may be limited in the future due to IRC Section 382 limitations as a result of the substantial issuances of common stock in 2012 and 2013. The change in valuation allowance for the years ended December 31, 2013 and 2012 was an increase of $997,000 and $1,677,000, respectively, resulting primarily from net operating losses generated during the periods. |
Loss_Per_Common_Share
Loss Per Common Share | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Earnings Per Share [Abstract] | ' | ||||||
Earnings Per Share [Text Block] | ' | ||||||
LOSS PER COMMON SHARE | |||||||
Net losses were reported during the twelve months ended December 31, 2013 and 2012. As such, the Company excluded the following items from the computation of diluted loss per common share as their effect would be anti-dilutive: | |||||||
Twelve Months Ended | |||||||
December 31, | December 31, | ||||||
2013 | 2012 | ||||||
Stock options | 7,750,478 | 391,977 | |||||
Warrants | 18,605,999 | 128,434 | |||||
Restricted stock | 1,687,500 | — | |||||
Potential conversion of Series A convertible preferred stock | — | 3,788 | |||||
Potential conversion of promissory notes payable | — | 537,146 | |||||
Total excluded shares | 28,043,977 | 1,061,345 | |||||
As disclosed further in Note 11, the Company entered into an equity transaction in February 2014, whereby it issued a total of 35,786,750 additional warrants. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
RELATED PARTY TRANSACTIONS | |
On December 26, 2012, Mitchel J. Laskey was elected to the Company's Board of Directors. He was then appointed as the Chairman of the Board, Chairman of the Audit Committee and as a member of the Compensation and Nominating Committees. Upon his appointment, the Board approved a twelve-month compensation arrangement whereby Mr. Laskey would receive $10,000 cash per month, 60,000 restricted stock units in January 2013, 60,000 restricted stock units in June 2013 and up to 120,000 in additional restricted stock units to be issued at the discretion of the disinterested members of the compensation committee for Mr. Laskey's service as Chairman of the Board. Mr. Laskey resigned from the Company's Board of Directors and all his related positions on April 24, 2013. Upon his resignation, he forfeited the right to receive any further cash or stock compensation. | |
As discussed in Notes 4 and 5, from April 2013 through August 2013, the Company entered into several unsecured loan agreements with Brian W. Brady, a director of the Company. Pursuant to these agreements, the Company received short-term loans totaling $1,270,000 maturing on August 31, 2013, as amended. The notes bore interest at 7% per annum with a default rate of interest at 12% based on a 360 day year. On August 15, 2013, Mr. Brady converted the $1,270,000 in total principal described above, plus $19,252 of accrued interest, into 5,157,008 shares of common stock on the same terms and conditions as were applicable to the other investors in the 2013 Private Placement. | |
The proceeds from the loans from Mr. Brady were used to pay off the outstanding balance on the Bridge Bank facility and to pay for operating expenses. The Board determined that the terms of the agreements were consistent or better than the terms of other note agreements that the Company had issued in its recent history. The note issuances and the modification were approved by the disinterested members of the Company's Board of Directors. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
SUBSEQUENT EVENTS | |
No material events have occurred since December 31, 2013 that require recognition or disclosure in the financial statements, except as follows: | |
On February 21, 2014, the Company completed a private placement pursuant to a Purchase Agreement dated as of February 12, 2014, for the issuance and sale of 34,285,728 shares of its common stock, at a purchase price of $0.35 per share, for gross proceeds of $12,000,000. As part of the private placement, the investors received warrants to purchase up to 17,142,864 shares of the Company's common stock at an exercise price of $0.35 per share and warrants to purchase up to another 17,142,864shares of the Company's common stock at an exercise price of $0.50 per share. The warrants will expire on February 21, 2019, five years after the date on which they were issued. | |
The net proceeds from the private placement, following the payment of offering-related expenses, are being used by the Company to focus on revenue growth through the acceleration of its sales and client relations activities and marketing initiatives, establishment of strategic partnerships and continuation of technology and engineering enhancements to its platforms, as well as to fund its working capital and capital expenditure requirements. At the closing of the private placement, the Company paid Craig-Hallum Capital Partners LLC, the exclusive placement agent for the private placement, cash compensation of $814,850 and two five-year warrants, one warrant to purchase up to 750,511 shares of the Company's common stock at an exercise price of $0.35 per share and another warrant to purchase up to 750,511 shares of the Company' common stock at an exercise price of $0.50 per share. | |
The Company has agreed, pursuant to the terms of a registration rights agreement with the investors, to (i) file a shelf registration statement with respect to the resale of the shares of its common stock sold to the investors and shares of its common stock issuable upon exercise of the warrants with the SEC within the sooner of 60 days after the closing date or 10 business days after the Company files its annual report on Form 10-K for the year ended December 31, 2013; (ii) use its commercially reasonable best efforts to have the shelf registration statement declared effective by the SEC as soon as possible after the initial filing, and in any event no later than 90 days after the closing date (or 120 days in the event of a full review of the shelf registration statement by the SEC); and (iii) keep the shelf registration statement effective until all registrable securities may be sold pursuant to Rule 144 under the Securities Act of 1933, without the need for current public information or other restriction. If the Company is unable to comply with any of the above covenants, it will be required to pay liquidated damages to the investors in the amount of 1% of the investors’ purchase price per month until such non-compliance is cured, with such liquidated damages payable in cash. If and to the extent the SEC imposes a registration cut-back on some or all of the shares to be included in the registration statement pursuant to Rule 415, no liquidated damages will apply to the cut-back shares until they can be registered. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Accounting Policies [Abstract] | ' | ||||
Reverse Stock Split [Policy Text Block] | ' | ||||
Reverse Stock Split | |||||
On July 30, 2012, the Company filed a Certificate of Change with the Secretary of State of Nevada to effect a reverse stock split of the issued and outstanding shares of its common stock at a ratio of one share for every 40 shares outstanding prior to the effective date of the reverse stock split. Additionally, the Company's total authorized shares of common stock were decreased from 500,000,000 shares to 12,500,000 shares and subsequently increased to 100,000,000 shares in February 2013. | |||||
Consolidation, Policy [Policy Text Block] | ' | ||||
Principles of Consolidation | |||||
The consolidated financial statements include the accounts of IZEA, Inc. and its wholly owned subsidiary, IZEA Innovations, Inc. (collectively, the "Company"). All significant intercompany balances and transactions have been eliminated in consolidation. | |||||
Cash and Cash Equivalents, Policy [Policy Text Block] | ' | ||||
Cash and Cash Equivalents | |||||
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. | |||||
Receivables, Policy [Policy Text Block] | ' | ||||
Accounts Receivable and Concentration of Credit Risk | |||||
Accounts receivable are customer obligations due under normal trade terms. Uncollectability of accounts receivable is not significant since most customers are bound by contract and are required to fund the Company for all the costs of an “opportunity,” defined as an order created by an advertiser for a creator to write about the advertiser’s product. If a portion of the account balance is deemed uncollectible, the Company will either write-off the amount owed or provide a reserve based on the uncollectible portion of the account. Management determines the collectability of accounts by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history and current economic conditions. The Company does not have a reserve for doubtful accounts as of December 31, 2013 and December 31, 2012. Management believes that this estimate is reasonable, but there can be no assurance that the estimate will not change as a result of a change in economic conditions or business conditions within the industry, the individual customers or the Company. Any adjustments to this account are reflected in the consolidated statements of operations as a general and administrative expense. Bad debt expense was less than 1% of revenue for the twelve months ended December 31, 2013 and 2012. | |||||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | ' | ||||
Concentrations of credit risk with respect to accounts receivable are typically limited because a large number of geographically diverse customers make up the Company’s customer base, thus spreading the trade credit risk. The Company also controls credit risk through credit approvals, credit limits and monitoring procedures. The Company performs credit evaluations of its customers but generally does not require collateral to support accounts receivable. At December 31, 2013, two customers accounted for 23% of total accounts receivable in the aggregate, each of which accounted for more than 10% of the Company’s accounts receivable. At December 31, 2012, the Company had two customers which accounted for 46% of total accounts receivable in the aggregate. The Company had one customer that accounted for 12% of its revenue during the twelve months ended December 31, 2013. The Company had no customers that accounted for more than 10% of its revenue during the twelve months ended December 31, 2012. | |||||
Property, Plant and Equipment, Policy [Policy Text Block] | ' | ||||
Property and Equipment | |||||
Depreciation and amortization is computed using the straight-line method and half-year convention over the estimated useful lives of the assets as follows: | |||||
Computer Equipment | 3 years | ||||
Office Equipment | 3 - 10 years | ||||
Furniture and fixtures | 5 - 10 years | ||||
Leasehold improvements | 5 years | ||||
Major additions and improvements are capitalized, while replacements, maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. When assets are retired or otherwise disposed of, related costs and accumulated depreciation and amortization are removed and any gain or loss is recognized in net income or loss. | |||||
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | ' | ||||
Impairment of Long-Lived Assets | |||||
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. After analyzing expected future cash flows from a customer list it acquired in 2011, the Company determined that the fair value of this asset exceeded its carrying value as of December 31, 2012 and recorded a $48,249 impairment on the value of its customer lists in general and administrative expenses in the accompanying consolidated statements of operations. Additionally, the Company estimated that its future cash flows from these customers would be minimal after one more year and therefore, determined that the remaining fair value of the asset should be amortized equally over the remaining estimated useful life of one yea | |||||
Research, Development, and Computer Software, Policy [Policy Text Block] | ' | ||||
Software Costs | |||||
The Company is in the process of developing a new platform called the IZEA Exchange (IZEAx). This platform will be utilized both internally and externally to facilitate native advertising campaigns on a greater scale. In accordance with ASC 350-40, Internal Use Software and ASC 985-730, Computer Software Research and Development, research phase costs should be expensed as incurred and development phase costs including direct materials and services, payroll and benefits and interest costs may be capitalized. The Company determined that on April 15, 2013, the project became technologically feasible and the development phase began. The Company capitalized $362,346 in payroll and benefit costs to software development costs in the consolidated balance sheet during the twelve months ended December 31, 2013. | |||||
Revenue Recognition, Policy [Policy Text Block] | ' | ||||
Revenue Recognition | |||||
The Company derives its revenue from three sources: revenue from an advertiser for the use of the Company's network of social media content creators to fulfill advertiser sponsor requests for a blog post, tweet, click or action ("Sponsored Revenue"), revenue from the posting of targeted display advertising ("Media Revenue") and revenue derived from various service fees charged to advertisers and creators ("Service Fee Revenue"). Sponsored revenue is recognized and considered earned after an advertiser's opportunity is posted on the Company's online platform and their request was completed and content listed, as applicable, by the Company's creators for a requisite period of time. The requisite period ranges from 3 days for an action or tweet to 30 days for a blog. Advertisers may prepay for services by placing a deposit in their account with the Company. The deposits are typically paid by the advertiser via check, wire transfer or credit card. Deposits are recorded as unearned revenue until earned as described above. Media Revenue is recognized and considered earned when the Company's creators place targeted display advertising in blogs. Service fees charged to advertisers are primarily related to inactivity fees for dormant accounts and fees for additional services outside of sponsored revenue. Service fees charged to creators include upgrade account fees for obtaining greater visibility to advertisers in advertiser searches in our platforms, early cash-out fees if a creator wishes to take proceeds earned for services from their account when the account balance is below certain minimum balance thresholds and inactivity fees for dormant accounts. Service fees are recognized immediately when the maintenance or enhancement service is performed for an advertiser or creator. All of the Company's revenue is generated through the rendering of services and is recognized under the general guidelines of SAB Topic 13 A.1 which states that revenue will be recognized when it is realized or realizable and earned. The Company considers its revenue as generally realized or realizable and earned once (i) persuasive evidence of an arrangement exists, (ii) services have been rendered, (iii) the price to the advertiser or customer is fixed (required to be paid at a set amount that is not subject to refund or adjustment) and determinable, and (iv) collectability is reasonably assured. The Company records revenue on the gross amount earned since it generally is the primary obligor in the arrangement, establishes the pricing and determines the service specifications. | |||||
Advertising Cost, Policy, Expensed Advertising Cost [Policy Text Block] | ' | ||||
Advertising Costs | |||||
Advertising costs are charged to expense as they are incurred, including payments to contact creators to promote the Company. Advertising expense charged to operations for the twelve months ended December 31, 2013 and 2012 were approximately $67,000 and $332,000, respectively. Advertising costs are included in sales and marketing expense in the accompanying consolidated statements of operations. | |||||
Deferred Charges, Policy [Policy Text Block] | ' | ||||
Deferred Rent | |||||
The Company’s operating lease for its office facilities contains predetermined fixed increases of the base rental rate during the lease term which was recognized as rental expense on a straight-line basis over the lease term which ends in April 2019, but is renewable for one additional year until April 2020. The Company records the difference between the amounts charged to operations and amounts payable under the lease as deferred rent in the accompanying consolidated balance sheets. | |||||
Income Tax, Policy [Policy Text Block] | ' | ||||
Income Taxes | |||||
The Company has not recorded current income tax expense due to the generation of net operating losses. Deferred income taxes are accounted for using the balance sheet approach which requires recognition of deferred tax assets and liabilities for the expected future consequences of temporary differences between the financial reporting basis and the tax basis of assets and liabilities. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. | |||||
The Company identifies and evaluates uncertain tax positions, if any, and recognizes the impact of uncertain tax positions for which there is a less than more-likely-than-not probability of the position being upheld when reviewed by the relevant taxing authority. Such positions are deemed to be unrecognized tax benefits and a corresponding liability is established on the balance sheet. The Company has not recognized a liability for uncertain tax positions. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company’s tax years, subject to examination by the Internal Revenue Service, generally remain open for three years from the date of filing. | |||||
Convertible Preferred Stock [Policy Text Block] | ' | ||||
Convertible Preferred Stock | |||||
The Company accounts for its convertible preferred stock under the provisions of Accounting Standards Codification ("ASC") on Distinguishing Liabilities from Equity, which sets forth the standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. The ASC requires an issuer to classify a financial instrument that is within the scope of the ASC as a liability if such financial instrument embodies an unconditional obligation to redeem the instrument at a specified date and/or upon an event certain to occur. The Series A Convertible Preferred Stock of the Company issued in May 2011 did not have a redemption feature and all of these shares had been converted into common stock | |||||
Derivatives, Policy [Policy Text Block] | ' | ||||
Derivative Financial Instruments | |||||
Derivative financial instruments are defined as financial instruments or other contracts that contain a notional amount and one or more underlying (e.g., interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets. The Company accounts for derivative instruments in accordance with ASC 815, Derivatives and Hedging (“ASC 815”), which requires additional disclosures about the Company’s objectives and strategies for using derivative instruments, how the derivative instruments and related hedged items are accounted for, and how the derivative instruments and related hedging items affect the financial statements. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms of convertible debt and equity instruments are reviewed to determine whether or not they contain embedded derivative instruments that are required under ASC 815 to be accounted for separately from the host contract, and recorded on the balance sheet at fair value. The fair value of derivative liabilities, if any, is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results. Pursuant to ASC 815, an evaluation of specifically identified conditions is made to determine whether the fair value of warrants issued is required to be classified as equity or as a derivative liability. | |||||
The Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt and equity instruments that have conversion features at fixed rates that are in-the-money when issued, and the fair value of warrants issued in connection with those instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to warrants, based on their relative fair value, and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion feature. The discounts recorded in connection with the BCF and warrant valuation are recognized (a) for convertible debt as interest expense over the term of the debt, using the effective interest method or (b) for preferred stock as dividends at the time the stock first becomes convertible | |||||
Fair Value of Financial Instruments, Policy [Policy Text Block] | ' | ||||
Fair Value of Financial Instruments | |||||
The Company’s financial instruments are recorded at fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect certain market assumptions. There are three levels of inputs that may be used to measure fair value: | |||||
• | Level 1 – Valuation based on quoted market prices in active markets for identical assets and liabilities. | ||||
• | Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets. | ||||
• | Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. | ||||
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management. The Company does not have any Level 1 or 2 financial assets or liabilities. The Company’s Level 3 financial liabilities measured at fair value consisted of a warrant liability as of December 31, 2013 (see Note 5). Significant unobservable inputs used in the fair value measurement of the warrants include the estimated term. Significant increases (decreases) in the estimated remaining period to exercise would result in a significantly higher (lower) fair value measurement. In developing our credit risk assumption used in the fair value of warrants, consideration was made of publicly available bond rates and US Treasury Yields. However, since the Company does not have a formal credit-standing, management estimated its standing among various reported levels and grades for use in the model. During all periods, management estimated that the Company's standing was in the speculative to high-risk grades (BB- to CCC in the Standard and Poor's Rating). A significant increase (decrease) in the risk-adjusted interest rate could result in a significantly lower (higher) fair value measurement. | |||||
The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash and cash equivalents, accounts receivable, accounts payable and accrued expenses. Unless otherwise disclosed, the fair value of the Company’s notes payable and capital lease obligations approximate their carrying value based upon current rates available to the Company. | |||||
Certain convertible promissory notes are recorded at the fair value of the hybrid instrument as a whole and are recorded at their common stock equivalent value. Significant unobservable inputs used in the fair value of the hybrid instruments include the estimated number of common shares underlying the promissory notes and the fair value of the common stock to be issued upon conversion. Generally, an increase (decrease) in the estimated number of shares underlying the promissory notes or the fair value of the common stock to be issued upon conversion would result in a (higher) lower fair value measurement. | |||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' | ||||
Stock-Based Compensation | |||||
Stock-based compensation cost related to stock options granted under the May 2011 Equity Incentive Plan and August 2011 B Equity Incentive Plan (together, the "2011 Equity Incentive Plans") (see Note 7) is measured at grant date, based on the fair value of the award, and is recognized as an expense over the employee’s requisite service period. The Company estimates the fair value of each option award on the date of grant using a Black-Scholes option-pricing model that uses the assumptions noted in the table below. The Company estimates the fair value of its common stock using the closing stock price of its common stock as quoted in the OTCQB marketplace on the date of the agreement. Prior to April 1, 2012, due to limited trading history and volume, the Company estimated the fair value of its common stock using recent independent valuations or the value paid in equity financing transactions. The Company estimates the volatility of its common stock at the date of grant based on the volatility of comparable peer companies that are publicly traded and have had a longer trading history than itself. The Company determines the expected life based on historical experience with similar awards, giving consideration to the contractual terms, vesting schedules and post-vesting forfeitures. The Company uses the risk-free interest rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term approximately equal to the expected life of the award. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. The Company used the following assumptions for options granted under the 2011 Equity Incentive Plans during the twelve months ended December 31, 2013 and 2012: | |||||
Twelve Months Ended | |||||
2011 Equity Incentive Plans Assumptions | December 31, | December 31, | |||
2013 | 2012 | ||||
Expected term | 9 years | 5 years | |||
Weighted average volatility | 51.51% | 54.89% | |||
Weighted average risk free interest rate | 2.17% | 0.75% | |||
Expected dividends | — | — | |||
The Company estimates forfeitures when recognizing compensation expense and this estimate of forfeitures is adjusted over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures are recognized through a cumulative catch-up adjustment, which is recognized in the period of change, and also impact the amount of unamortized compensation expense to be recognized in future periods. Current average expected forfeiture rates were 3.72% and 50.21% during the twelve months ended December 31, 2013 and 2012. | |||||
Non-Employee Stock-Based Compensation [Policy Text Block] | ' | ||||
Non-Employee Stock-Based Compensation | |||||
The Company's accounting policy for equity instruments issued to consultants and vendors in exchange for goods and services follows the provisions of ASC 505, “Equity-Based Payments to Non-Employees.” The measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor's performance is complete. The fair value of equity instruments issued to consultants that vest immediately is expensed when issued. The fair value of equity instruments issued to consultants that have future vesting and are subject to forfeiture if performance does not occur is recognized as expense over the vesting period. Fair values for the unvested portion of issued instruments are adjusted each reporting period. The change in fair value is recorded to additional paid-in capital. Stock-based compensation related to non-employees is accounted for based on the fair value of the related stock or the fair value of the services, whichever is more readily determinable. | |||||
Segment Reporting, Policy [Policy Text Block] | ' | ||||
Segment Information | |||||
The Company does not identify separate operating segments for management reporting purposes. The results of operations are the basis on which management evaluates operations and makes business decisions. | |||||
Use of Estimates, Policy [Policy Text Block] | ' | ||||
Use of Estimates | |||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | ||||
Recent Accounting Pronouncements | |||||
There are several new accounting pronouncements issued by the Financial Accounting Standards Board ("FASB") which are not yet effective. Management does not believe any of these accounting pronouncements will have a material impact on the Company's financial position or operating results. | |||||
Reclassification, Policy [Policy Text Block] | ' | ||||
Reclassifications | |||||
Certain items have been reclassified in the 2012 financial statements to conform to the 2013 presentation. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Accounting Policies [Abstract] | ' | |||||||
Property, Plant and Equipment [Table Text Block] | ' | |||||||
Property and Equipment | ||||||||
Depreciation and amortization is computed using the straight-line method and half-year convention over the estimated useful lives of the assets as follows: | ||||||||
Computer Equipment | 3 years | |||||||
Office Equipment | 3 - 10 years | |||||||
Furniture and fixtures | 5 - 10 years | |||||||
Leasehold improvements | 5 years | |||||||
Property and equipment consists of the following: | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
Furniture and fixtures | $ | 153,521 | $ | 153,521 | ||||
Office equipment | 34,518 | 23,400 | ||||||
Computer equipment | 169,814 | 110,568 | ||||||
Leasehold improvements | 3,699 | — | ||||||
Total | 361,552 | 287,489 | ||||||
Less accumulated depreciation and amortization | (205,070 | ) | (173,732 | ) | ||||
Property and equipment, net | $ | 156,482 | $ | 113,757 | ||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | ' | |||||||
The Company used the following assumptions for options granted under the 2011 Equity Incentive Plans during the twelve months ended December 31, 2013 and 2012: | ||||||||
Twelve Months Ended | ||||||||
2011 Equity Incentive Plans Assumptions | December 31, | December 31, | ||||||
2013 | 2012 | |||||||
Expected term | 9 years | 5 years | ||||||
Weighted average volatility | 51.51% | 54.89% | ||||||
Weighted average risk free interest rate | 2.17% | 0.75% | ||||||
Expected dividends | — | — |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment [Table Text Block] | ' | |||||||
Property and Equipment | ||||||||
Depreciation and amortization is computed using the straight-line method and half-year convention over the estimated useful lives of the assets as follows: | ||||||||
Computer Equipment | 3 years | |||||||
Office Equipment | 3 - 10 years | |||||||
Furniture and fixtures | 5 - 10 years | |||||||
Leasehold improvements | 5 years | |||||||
Property and equipment consists of the following: | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
Furniture and fixtures | $ | 153,521 | $ | 153,521 | ||||
Office equipment | 34,518 | 23,400 | ||||||
Computer equipment | 169,814 | 110,568 | ||||||
Leasehold improvements | 3,699 | — | ||||||
Total | 361,552 | 287,489 | ||||||
Less accumulated depreciation and amortization | (205,070 | ) | (173,732 | ) | ||||
Property and equipment, net | $ | 156,482 | $ | 113,757 | ||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Intangible Assets, Gross (Excluding Goodwill) [Abstract] | ' | ||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | ' | ||||||
Net intangible assets consists of the following: | |||||||
December 31, 2013 | December 31, 2012 | ||||||
Loan acquisition costs | $ | 59,101 | $ | 27,800 | |||
Customer lists | 125,525 | 125,525 | |||||
Less impairment on customer lists | (48,249 | ) | (48,249 | ) | |||
Total | 136,377 | 105,076 | |||||
Less accumulated amortization | (131,160 | ) | (85,199 | ) | |||
Intangible assets, net | $ | 5,217 | $ | 19,877 | |||
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Derivative [Line Items] | ' | ||||||||
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | ' | ||||||||
The reconciliation of our derivative liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) as of December 31, 2013 is as follows: | |||||||||
Convertible Notes Payable, Carried at Fair Value | |||||||||
Balance, December 31, 2012 | $ | — | |||||||
Issuance of $750,000 promissory note with compound embedded derivative - May 31, 2013 | 820,202 | ||||||||
Total loss included in earnings | 765,907 | ||||||||
Balance upon conversion, August 15, 2013 | $ | 1,586,109 | |||||||
Schedule of Compound Embedded Derivative [Table Text Block] | ' | ||||||||
The following table shows the summary calculations arriving at the compound embedded derivative value as of December 31, 2012 and on the final conversion date of February 4, 2013. See the assumption details for the composition of these calculations. | |||||||||
Compound Embedded Derivative | December 31, | February 4, | |||||||
2012 | 2013 | ||||||||
Notional amount | $ | 106,355 | $ | 112,150 | |||||
Conversion price | 0.198 | 0.145 | |||||||
Linked common shares (1) | 537,146 | 773,983 | |||||||
MCS value per linked common share (2) | 0.022 | 0.016 | |||||||
Total | $ | 11,817 | $ | 12,461 | |||||
(1) The Compound Embedded Derivative is linked to a variable number of common shares based upon a percentage of the Company's closing stock price as reflected in the over-the-counter market. The number of linked shares increased as the trading market price decreased and decreased as the trading market price increased. | |||||||||
(2) The Note embodied a contingent conversion feature that was predicated upon a financing transaction that was planned for a date between the issuance date and March 2, 2012. If the financing occurred, the maturity date of the Note was August 2, 2012. If the financing did not occur, the maturity date of the Note was February 2, 2013. While, in hindsight, the financing did not occur, the calculation of value must consider that on the issuance date the contingency was present and resulted in multiple scenarios of outcome as it related to the conversion feature subject to bifurcation. The mechanism for building this contingency into the MCS value was to perform two separate calculations of value and weight them on a reasonable basis. | |||||||||
Binomial Lattice Option Valuation Technique [Member] | ' | ||||||||
Derivative [Line Items] | ' | ||||||||
Schedule of Price Risk Derivatives [Table Text Block] | ' | ||||||||
The Company's warrants were valued on the applicable dates using a Binomial Lattice Option Valuation Technique (“Binomial”). Significant inputs into this technique as of December 31, 2012, May 31, 2013, August 15, 2013 - September 23, 2013 and December 31, 2013 are as follows: | |||||||||
Binomial Assumptions | December 31, | May 31, | August 15, 2013 - September 23, 2013 | December 31, | |||||
2012 | 2013 | 2013 | |||||||
Fair market value of asset (1) | $0.22 | $0.20 | $0.28-$0.37 | $0.30 | |||||
Exercise price | $1.25 | $0.25-$0.50 | $0.25-$0.50 | $0.25-$1.25 | |||||
Term (2) | 4.7 years | 5.0 years | 5.0 years | 3.7 years - 4.7 years | |||||
Implied expected life (3) | 4.6 years | 5.0 years | 5.0 years | 3.7 years - 4.7 years | |||||
Volatility range of inputs (4) | 45.82%--84.21% | 50.14%--83.49% | 48.46%--81.72% | 40.63%--78.73% | |||||
Equivalent volatility (3) | 60.20% | 59.15% | 56.57%--57.55% | 55%--56% | |||||
Risk-free interest rate range of inputs (5) | 0.11%--0.72% | 1.07%--1.05% | 0.04%--1.72% | 0.38%--1.75% | |||||
Equivalent risk-free interest rate (3) | 0.32% | 0.43% | 0.56%--0.69% | 0.78%--1.75% | |||||
(1) The fair market value of the asset was determined by using the Company's closing stock price as reflected in the over-the-counter market. | |||||||||
(2) The term is the contractual remaining term, allocated among twelve equal intervals for purposes of calculating other inputs, such as volatility and risk-free rate. | |||||||||
(3) The implied expected life, and equivalent volatility and risk-free interest rate amounts are derived from the binomial. | |||||||||
(4) The Company does not have a market trading history upon which to base its forward-looking volatility. Accordingly, the Company selected peer companies that provided a reasonable basis upon which to calculate volatility for each of the intervals described in (2), above. | |||||||||
(5) The risk-free rates used for inputs represent the yields on zero coupon US Government Securities with periods to maturity consistent with the intervals described in (2), above. | |||||||||
Common Stock Indexed Fair Value Based on Calculated Indexed Shares [Text Block] | ' | ||||||||
As of the date of modification, May 31, 2013, the common stock equivalent value was estimated as follows: | |||||||||
Indexed Shares | Fair Value per Share | Estimated Fair Value | |||||||
Common stock | 3,021,000 | $ | 0.2 | 604,200 | |||||
Warrants - $0.25 exercise price | 1,510,500 | $ | 0.088 | 132,924 | |||||
Warrants - $0.50 exercise price | 1,510,500 | $ | 0.055 | 83,078 | |||||
Common stock equivalent value | 820,202 | ||||||||
On the conversion date of August 15, 2013, the common stock equivalent value was estimated as follows: | |||||||||
Indexed Shares | Fair Value per Share | Estimated Fair Value | |||||||
Common stock | 3,064,944 | $ | 0.35 | 1,072,730 | |||||
Warrants - $0.25 exercise price | 1,532,472 | $ | 0.199 | 304,962 | |||||
Warrants - $0.50 exercise price | 1,532,472 | $ | 0.136 | 208,417 | |||||
Common stock equivalent value | 1,586,109 | ||||||||
Monte Carlo Simulation Technique [Member] | ' | ||||||||
Derivative [Line Items] | ' | ||||||||
Schedule of Price Risk Derivatives [Table Text Block] | ' | ||||||||
The significant inputs into the Monte Carlo Simulation used to calculate the compound embedded derivative values as of December 31, 2012 and on the final conversion date of February 4, 2013 are as follows: | |||||||||
Monte Carlo Assumptions | December 31, | February 4, | |||||||
2012 | 2013 (7) | ||||||||
Fair market value of asset (1) | $0.22 | $0.16 | |||||||
Conversion price | $0.20 | $0.14 | |||||||
Term (2) | 0.08 years | n/a | |||||||
Implied expected life (3) | 0.08 years | n/a | |||||||
Volatility range of inputs (4) | 16.12%--40.17% | n/a | |||||||
Equivalent volatility (3) | 30.70% | n/a | |||||||
Risk adjusted interest rate range of inputs (5) | 10.00% | n/a | |||||||
Equivalent risk-adjusted interest rate (3) | 10.00% | n/a | |||||||
Credit risk-adjusted interest rate (6) | 15.63% | n/a | |||||||
(1) The fair market value of the asset was determined by using the Company's closing stock price as reflected in the over-the-counter market. | |||||||||
(2) The term is the contractual remaining term, allocated among twelve equal intervals for purposes of calculating other inputs, such as volatility and risk-free rate. | |||||||||
(3) The implied expected life, and equivalent volatility and risk-free risk-adjusted interest rate amounts are derived from the MCS. | |||||||||
(4) The Company does not have a market trading history upon which to base its forward-looking volatility. Accordingly, the Company selected peer companies that provided a reasonable basis upon which to calculate volatility for each of the intervals described in (2) above. | |||||||||
(5) Compound Embedded Derivatives bifurcated from debt instruments are expected to contain an element of market interest risk. That is, the risk that market driven interest rates will change during the term of a fixed rate debt instrument. | |||||||||
(6) The Company utilized a yield approach in developing its credit risk assumption. The yield approach assumes that the investor's yield on the instrument embodies a risk component, generally, equal to the difference between the actual yield and the yield for a similar instrument without regard to risk. | |||||||||
(7) Monte Carlo inputs are not applicable on the expiration date of February 4, 2013 since only intrinsic value remains. There is no time value left, so the use of an option model is not necessary. | |||||||||
Warrant [Member] | ' | ||||||||
Derivative [Line Items] | ' | ||||||||
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | ' | ||||||||
The following table summarizes the Company's activity and fair value calculations of its derivative warrants for the twelve months ended December 31, 2013 and 2012: | |||||||||
Linked Common | Warrant | ||||||||
Shares to | Liability | ||||||||
Derivative Warrants | |||||||||
Balance, December 31, 2011 | 154,132 | $ | 752,486 | ||||||
Issuance of warrants to underwriters - September 11, 2012 | 110,000 | 49,170 | |||||||
Exchange of warrants for common stock | (135,782 | ) | (19,823 | ) | |||||
Change in fair value of derivatives | — | (779,083 | ) | ||||||
Balance, December 31, 2012 | 128,350 | $ | 2,750 | ||||||
Issuance of warrants to investors in 2013 Private Placement | 14,236,472 | 2,344,899 | |||||||
Exchange of warrants for common stock | (4,546 | ) | — | ||||||
Change in fair value of derivatives | — | (514,704 | ) | ||||||
Balance, December 31, 2013 | 14,360,276 | $ | 1,832,945 | ||||||
Debt [Member] | ' | ||||||||
Derivative [Line Items] | ' | ||||||||
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | ' | ||||||||
The following table summarizes the Company's activity and fair value calculations of its derivative notes payable for the twelve months ended December 31, 2013 and 2012: | |||||||||
Linked Common | Bifurcated Compound Embedded Derivatives | Convertible Notes Payable, Carried at Fair Value | |||||||
Shares to | |||||||||
Convertible Notes Payable | |||||||||
Balance, December 31, 2011 | — | $ | — | $ | — | ||||
Issuance of $550,000 promissory note with compound embedded derivative - February 3, 2012 | 23,416 | $ | 12,151 | $ | — | ||||
Issuance of $75,000 promissory note with compound embedded derivative - June 6, 2012 | 26,042 | $ | 15,625 | $ | — | ||||
Conversion of notes into common stock | (2,069,439 | ) | $ | (83,663 | ) | $ | — | ||
Change in fair value of derivatives | 2,557,127 | $ | 67,704 | $ | — | ||||
Balance, December 31, 2012 | 537,146 | $ | 11,817 | $ | — | ||||
Issuance of $750,000 promissory note with compound embedded derivative - May 31, 2013 | 6,042,000 | — | 820,202 | ||||||
Conversion of notes into common stock | (6,903,872 | ) | (12,461 | ) | (1,586,109 | ) | |||
Change in fair value of derivatives | 324,726 | 644 | 765,907 | ||||||
Balance, December 31, 2013 | — | $ | — | $ | — | ||||
Commitments_and_Contingencies_
Commitments and Contingencies Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Leases [Abstract] | ' | ||||||||
Schedule of Future Minimum Lease Payments for Capital and Operating Leases [Table Text Block] | ' | ||||||||
A summary of future minimum lease payments under the Company's non-cancelable leases as of December 31, 2013 is as follows: | |||||||||
Year ending December 31: | Capital Leases | Operating Leases | |||||||
2014 | $ | 53,981 | $ | 111,054 | |||||
2015 | 35,963 | 171,520 | |||||||
2016 | 1,101 | 181,006 | |||||||
2017 | — | 190,490 | |||||||
2018 | — | 199,580 | |||||||
Thereafter | — | 67,976 | |||||||
Total minimum lease payments | 91,045 | $ | 921,626 | ||||||
Less amount representing interest | (13,180 | ) | |||||||
Total principal lease payments | 77,865 | ||||||||
Less current maturities | (43,852 | ) | |||||||
Total long term obligations | $ | 34,013 | |||||||
Stockholders_Deficit_Tables
Stockholders' Deficit (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | ||||||||
A summary of option activity under the 2011 Equity Incentive Plans for the twelve months ended December 31, 2013 and 2012 is presented below: | |||||||||
Options Outstanding | Common Shares | Weighted Average | Weighted Average | ||||||
Exercise Price | Remaining Life | ||||||||
(Years) | |||||||||
Outstanding at December 31, 2011 | 114,445 | $ | 17.61 | 4.4 | |||||
Granted | 378,293 | 5.74 | |||||||
Exercised | (551 | ) | 2 | ||||||
Forfeited | (100,210 | ) | 18.81 | ||||||
Outstanding at December 31, 2012 | 391,977 | $ | 5.87 | 4.3 | |||||
Granted | 8,620,062 | 0.26 | |||||||
Exercised | — | — | |||||||
Forfeited | (1,261,561 | ) | 0.49 | ||||||
Outstanding at December 31, 2013 | 7,750,478 | $ | 0.51 | 8.1 | |||||
Exercisable at December 31, 2013 | 1,941,115 | $ | 0.83 | 8.6 | |||||
Stock Options [Member] | ' | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ||||||||
Schedule of Nonvested Share Activity [Table Text Block] | ' | ||||||||
A summary of the nonvested stock option activity under the 2011 Equity Incentive Plans for the twelve months ended December 31, 2013 and 2012 is presented below: | |||||||||
Nonvested Options | Common Shares | Weighted Average | Weighted Average | ||||||
Grant Date | Remaining Years | ||||||||
Fair Value | to Vest | ||||||||
Nonvested at December 31, 2011 | 57,516 | $ | 2.73 | 2.5 | |||||
Granted | 378,293 | 2.17 | |||||||
Vested | (83,429 | ) | 2.26 | ||||||
Forfeited | (43,753 | ) | 2.78 | ||||||
Nonvested at December 31, 2012 | 308,627 | $ | 2.17 | 2.9 | |||||
Granted | 8,620,062 | 0.2 | |||||||
Vested | (1,871,201 | ) | 0.36 | ||||||
Forfeited | (1,248,125 | ) | 0.23 | ||||||
Nonvested at December 31, 2013 | 5,809,363 | $ | 0.24 | 3.3 | |||||
Restricted Stock [Member] | ' | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ||||||||
Schedule of Nonvested Share Activity [Table Text Block] | ' | ||||||||
The following tables contain summarized information about nonvested restricted stock outstanding during the twelve months ended December 31, 2013 and 2012 : | |||||||||
Restricted Stock | Common Shares | ||||||||
Nonvested at December 31, 2011 | — | ||||||||
Granted | 312,387 | ||||||||
Vested | (263,805 | ) | |||||||
Forfeited | — | ||||||||
Nonvested at December 31, 2012 | 48,582 | ||||||||
Granted | 1,354,412 | ||||||||
Vested | (1,402,994 | ) | |||||||
Forfeited | — | ||||||||
Nonvested at December 31, 2013 | — | ||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Income Tax Disclosure [Abstract] | ' | ||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | ' | ||||||
The components of the Company’s net deferred income taxes are as follows (rounded): | |||||||
December 31, | December 31, | ||||||
2013 | 2012 | ||||||
Deferred tax assets: | |||||||
Net operating loss carry forwards | $ | 9,171,000 | $ | 8,457,000 | |||
Accrued expenses | 72,000 | 32,000 | |||||
Depreciation and amortization | 23,000 | 19,000 | |||||
Stock option and warrant expenses | 285,000 | 51,000 | |||||
Deferred rent | 5,000 | — | |||||
Other | 2,000 | 2,000 | |||||
Gross deferred income tax assets | 9,558,000 | 8,561,000 | |||||
Valuation allowance | (9,558,000 | ) | (8,561,000 | ) | |||
Total deferred income tax assets | $ | — | $ | — | |||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | ' | ||||||
The following summary reconciles differences from taxes at the federal statutory rate with the effective rate: | |||||||
Twelve Months Ended December 31, | |||||||
2013 | 2012 | ||||||
Federal income tax at statutory rates | (34.0 | )% | (34.0 | )% | |||
Change in deferred tax asset valuation allowance | 30 | % | 35.9 | % | |||
Deferred state taxes | (2.8 | )% | (3.5 | )% | |||
Non-deductible expenses: | |||||||
Meals & entertainment | 0.3 | % | 0.2 | % | |||
Change in fair value of warrants | 2.6 | % | 0.7 | % | |||
ISO stock compensation | 1 | % | 0.4 | % | |||
Other | 2.9 | % | 0.3 | % | |||
Income taxes (benefit) at effective rates | — | % | — | % |
Loss_Per_Common_Share_Tables
Loss Per Common Share (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Earnings Per Share [Abstract] | ' | ||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | ' | ||||||
Net losses were reported during the twelve months ended December 31, 2013 and 2012. As such, the Company excluded the following items from the computation of diluted loss per common share as their effect would be anti-dilutive: | |||||||
Twelve Months Ended | |||||||
December 31, | December 31, | ||||||
2013 | 2012 | ||||||
Stock options | 7,750,478 | 391,977 | |||||
Warrants | 18,605,999 | 128,434 | |||||
Restricted stock | 1,687,500 | — | |||||
Potential conversion of Series A convertible preferred stock | — | 3,788 | |||||
Potential conversion of promissory notes payable | — | 537,146 | |||||
Total excluded shares | 28,043,977 | 1,061,345 | |||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Reverse Stock Split (Details) | 0 Months Ended | |||
Jul. 30, 2012 | Dec. 31, 2013 | Feb. 04, 2013 | Dec. 31, 2012 | |
Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Stockholders' Equity Note, Stock Split, Conversion Ratio | 40 | ' | ' | ' |
Common stock, shares authorized (shares) | ' | 100,000,000 | 100,000,000 | 100,000,000 |
Stockholders' equity, reverse stock split | 'All current and historical information contained herein related to the share and per share information for the Company's common stock or stock equivalents issued on or after May 12, 2011 reflects the 1-for-40 reverse stock split of the Company's outstanding shares of common stock that became market effective on August 1, 2012. | ' | ' | ' |
Scenario, Previously Reported [Member] | ' | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Common stock, shares authorized (shares) | 500,000,000 | ' | ' | ' |
Reverse Stock Split [Member] | ' | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Common stock, shares authorized (shares) | 12,500,000 | ' | ' | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Accounts Receivable and Concentration of Credit Risk (Details) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
customer | customer | |
Accounting Policies [Abstract] | ' | ' |
Accounts receivable, number of major customers (customers) | 2 | 2 |
Accounts receivable, major customer (percentage) | 23.00% | 46.00% |
Revenue, number of major customer (customers) | 1 | 0 |
Revenue, major customer (percentage) | 12.00% | ' |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Equipment [Member] | ' |
Significant Accounting Policies [Line Items] | ' |
Property, plant and equipment, useful life (in years) | '3 years |
Furniture and Fixtures [Member] | Minimum [Member] | ' |
Significant Accounting Policies [Line Items] | ' |
Property, plant and equipment, useful life (in years) | '5 years |
Furniture and Fixtures [Member] | Maximum [Member] | ' |
Significant Accounting Policies [Line Items] | ' |
Property, plant and equipment, useful life (in years) | '10 years |
Leasehold Improvements [Member] | ' |
Significant Accounting Policies [Line Items] | ' |
Property, plant and equipment, useful life (in years) | '5 years |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies - Software Costs (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Software development costs | $362,346 |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies - Revenue Recognition (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Minimum [Member] | ' |
Significant Accounting Policies [Line Items] | ' |
Revenue recognition requisite period (in days) | '3 days |
Maximum [Member] | ' |
Significant Accounting Policies [Line Items] | ' |
Revenue recognition requisite period (in days) | '30 days |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies - Advertising Costs (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Accounting Policies [Abstract] | ' | ' |
Advertising expense | $67,000 | $332,000 |
Summary_of_Significant_Account9
Summary of Significant Accounting Policies - Stock-Based Compensation (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Significant Accounting Policies [Line Items] | ' | ' |
Impairment of Intangible Assets, Finite-lived | $0 | $48,249 |
Current average expected forfeiture rate (percentage) | 3.72% | 50.21% |
Equity Incentive 2011 Plan [Member] | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' |
Expected term (in years) | '9 years | '5 years |
Weighted average volatility (percentage) | 51.51% | 54.89% |
Weighted average risk free interest rate (percentage) | 2.17% | 0.75% |
Expected dividends | 0.00% | 0.00% |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment | $361,552 | $287,489 |
Less accumulated depreciation and amortization | -205,070 | -173,732 |
Property and equipment, net | 156,482 | 113,757 |
Furniture and Fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment | 153,521 | 153,521 |
Office Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment | 34,518 | 23,400 |
Computer Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment | 169,814 | 110,568 |
Capital leases | 119,681 | 87,840 |
Accumulated amortization - capital leases | 42,549 | 55,008 |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment | 3,699 | 0 |
General and Administrative Expense [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Depreciation | $51,229 | $49,980 |
Intangible_Assets_Loan_Acquisi
Intangible Assets Loan Acquisition Costs (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived Intangible Assets, Fair Value Disclosure | $18,000 | ' |
Debt issuance cost | 31,301 | 27,800 |
Amortization of intangible assets | 45,961 | 67,765 |
Intangible assets, net | 5,217 | 19,877 |
Debt issuance costs [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, net | 5,217 | ' |
Interest Expense [Member] | Debt issuance costs [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Amortization of intangible assets | $27,961 | $25,923 |
Intangible_Assets_Customer_Lis
Intangible Assets Customer List Acquisition (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Jul. 31, 2011 | |
countries | |||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Number of countries in which network of customers were acquired | ' | ' | 143 |
Finite-lived intangible assets, gross | $136,377 | $105,076 | ' |
Shares of common stock acquired, from the issuance of warrants | ' | ' | 250 |
Value of common stock acquired, from the issuance of warrants | ' | ' | 1,760 |
Impairment of intangible assets, finite-lived | 0 | -48,249 | ' |
Intangible assets, net | 5,217 | 19,877 | ' |
Amortization of intangible assets | 45,961 | 67,765 | ' |
Customer Lists [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Finite-lived intangible assets, gross | 125,525 | 125,525 | ' |
Impairment of intangible assets, finite-lived | ' | -48,249 | ' |
Finite-lived intangible asset, useful life | ' | '1 year | ' |
Advertisers [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Network of customers acquired | ' | ' | 12,000 |
Twitter Publishers [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Network of customers acquired | ' | ' | 20,000 |
General and Administrative Expense [Member] | Customer Lists [Member] | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' |
Impairment of intangible assets, finite-lived | -48,249 | -48,249 | ' |
Amortization of intangible assets | $18,000 | $41,842 | ' |
Intangible_Assets_Schedule_of_
Intangible Assets Schedule of Intangible Assets (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, gross | $136,377 | $105,076 |
Less impairment on customer lists | 0 | -48,249 |
Less accumulated amortization | -131,160 | -85,199 |
Intangible assets, net | 5,217 | 19,877 |
Debt issuance costs [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, gross | 59,101 | 27,800 |
Intangible assets, net | 5,217 | ' |
Customer Lists [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, gross | 125,525 | 125,525 |
Less impairment on customer lists | ' | -48,249 |
General and Administrative Expense [Member] | Customer Lists [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Less impairment on customer lists | ($48,249) | ($48,249) |
Notes_Payable_Convertible_Note
Notes Payable - Convertible Notes Payable (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | |||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Feb. 04, 2013 | Feb. 03, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | 4-May-12 | Sep. 23, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 15, 2013 | Aug. 15, 2013 | Aug. 15, 2013 | |
Senior Secured Promissory Note [Member] | Senior Secured Promissory Note [Member] | Senior Secured Promissory Note [Member] | Senior Secured Promissory Note [Member] | Convertible Promissory Note [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | ||||
shareholder | Convertible Promissory Note - Principal [Member] | Convertible Promissory Note - Accrued Interest [Member] | Convertible Promissory Note [Member] | |||||||||||
Short-term Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, face amount (in dollars) | ' | ' | ' | ' | $550,000 | ' | ' | $75,000 | ' | ' | ' | ' | ' | ' |
Debt Instrument, Unamortized Discount (Premium), Net | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, unamortized discount | ' | ' | ' | ' | 65,651 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of debt discount (premium) | ' | ' | ' | ' | ' | 5,800 | 59,900 | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, fee amount | ' | ' | ' | ' | 3,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt issuance cost | 31,301 | 27,800 | ' | ' | 21,800 | ' | ' | 6,000 | ' | ' | ' | ' | ' | ' |
Proceeds from debt, net of issuance costs | ' | ' | ' | ' | 474,700 | ' | ' | 69,000 | ' | ' | ' | ' | ' | ' |
Debt instrument, convertible, conversion percentage (percentage) | ' | ' | ' | ' | 90.00% | ' | ' | 90.00% | ' | ' | ' | ' | ' | ' |
Compound embedded derivative | 0 | 11,817 | 0 | ' | 12,151 | ' | ' | 15,625 | ' | ' | ' | ' | ' | ' |
Debt Instrument, Fair Value Disclosure | ' | ' | ' | ' | 484,349 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt conversion, converted instrument, amount (in dollars) | ' | ' | ' | 112,150 | ' | ' | 437,850 | ' | ' | ' | ' | ' | ' | ' |
Conversion of notes payable into common stock (shares) | 6,903,872 | 2,069,439 | ' | 773,983 | ' | ' | 2,069,439 | ' | ' | 773,983 | 2,069,439 | ' | ' | ' |
Debt instrument, convertible, conversion price (per share) | ' | ' | ' | $0.14 | ' | ' | $0.21 | $5 | ' | ' | ' | ' | ' | ' |
Debt instrument, maturity period (in days) | ' | ' | ' | ' | ' | ' | ' | '30 days | ' | ' | ' | ' | ' | ' |
Debt Instrument, Number of Existing Shareholders Issued Promissory Note | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' |
Number of trading days prior to conversion date (in days) | ' | ' | ' | ' | ' | ' | ' | '10 days | ' | ' | ' | ' | ' | ' |
Debt instrument, interest rate, stated percentage (percentage) | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' |
Debt instrument, debt default, percentage (percentage) | ' | ' | ' | ' | ' | ' | ' | 18.00% | ' | ' | ' | ' | ' | ' |
Induced Conversion of Convertible Debt Expense | 93,482 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt conversion, converted instrument, amount (in dollars) | ' | ' | ' | ' | ' | ' | ' | ' | $1,376,618 | ' | $17 | $75,000 | $12,366 | ' |
Conversion of notes payable into common stock (shares) | ' | ' | ' | ' | ' | ' | ' | ' | 5,506,472 | 3,788 | 170,455 | ' | ' | 349,464 |
Notes_Payable_Bridge_Bank_Cred
Notes Payable - Bridge Bank Credit Agreement (Details) (USD $) | 0 Months Ended | 12 Months Ended | |
Mar. 01, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Debt Instrument [Line Items] | ' | ' | ' |
Debt issuance cost | ' | $31,301 | $27,800 |
Fair value of warrants issued | 7,209 | 7,209 | ' |
Secured Line of Credit Facility [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Eligible securitization percentage of accounts receivable (percentage) | 80.00% | ' | ' |
Line of credit facility, maximum borrowing capacity | 1,500,000 | ' | ' |
Debt instrument, annual facility fee | 7,500 | ' | ' |
Line of credit facility, commitment fee percentage (percentage) | 0.50% | ' | ' |
Line of credit facility, annual due dilligence fee | 1,000 | ' | ' |
Debt Instrument, description of variable rate basis | 'prime rate plus 2% | ' | ' |
Debt instrument, description of default rate of interest | 'prime plus 7% | ' | ' |
Line of credit facility, termination fee | 18,750 | ' | ' |
Line of credit facility, early termination credit limit percentage (percentage) | 1.00% | ' | ' |
Line of credit facility, early termination fee calculation denominator (percentage) | 80.00% | ' | ' |
Debt issuance cost | 31,301 | ' | ' |
Debt issuance cost amortization period (in years) | '1 year | ' | ' |
Amortization of debt discount (premium) | ' | 26,000 | ' |
Additional Paid-in Capital [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Fair value of warrants issued | ' | $7,209 | ' |
Notes_Payable_Brian_Brady_Prom
Notes Payable - Brian Brady Promissory Notes (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | |||||
Dec. 31, 2013 | Aug. 15, 2013 | 22-May-13 | Aug. 15, 2013 | 22-May-13 | Aug. 12, 2013 | Aug. 12, 2013 | Sep. 23, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 15, 2013 | Aug. 15, 2013 | Aug. 15, 2013 | |
Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member] | Unsecured Debt [Member] | Unsecured Debt [Member] | Unsecured Debt [Member] | Director [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Unsecured Debt - Principal [Member] | Unsecured Debt - Accrued Interest [Member] | ||
Unsecured Debt [Member] | Director [Member] | Common Stock [Member] | Common Stock [Member] | ||||||||||
Director [Member] | Director [Member] | ||||||||||||
Short-term Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Short-term loan | ' | ' | ' | ' | $750,000 | $520,000 | $1,270,000 | ' | ' | ' | ' | ' | ' |
Debt instrument, default interest rate (percentage) | ' | ' | ' | ' | ' | 12.00% | 12.00% | ' | ' | ' | ' | ' | ' |
Debt instrument, interest rate, stated percentage (percentage) | ' | ' | ' | ' | ' | 7.00% | 7.00% | ' | ' | ' | ' | ' | ' |
Warrants issued to purchase shares | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants issued to purchase shares, exercise price (per share) | ' | ' | ' | $0.25 | $0.25 | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant conversion period to purchase shares (in years) | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' |
Additional warrants issued to purchase shares (shares) | ' | ' | ' | 3,187,500 | 3,187,500 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares granted in period (shares) | ' | 1,687,500 | 1,687,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, award vesting period (in years) | '2 years | '2 years | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' |
Debt conversion, converted instrument, amount (in dollars) | ' | ' | ' | ' | ' | ' | ' | $1,376,618 | ' | $17 | ' | $1,270,000 | $19,252 |
Conversion of notes payable into common stock (shares) | ' | ' | ' | ' | ' | ' | ' | 5,506,472 | 3,788 | 170,455 | 5,157,008 | ' | ' |
Notes_Payable_Details
Notes Payable (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Debt Disclosure [Abstract] | ' | ' |
Interest Expense, Notes Payable | $22,397 | $79,488 |
Amortization of Financing Costs | $27,962 | $25,923 |
Derivative_Financial_Instrumen2
Derivative Financial Instruments - Warrants Liability (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 2 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2012 | Jul. 31, 2011 | 31-May-11 | Sep. 11, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 30, 2012 | Dec. 31, 2012 | Feb. 04, 2013 | Dec. 31, 2013 | Sep. 23, 2013 | Sep. 23, 2013 | |
warrantholder | May 2011 Offering [Member] | September 2012 Offering [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Private Transaction with Nineteen Warrant Holders [Member] | Private Transaction with Nineteen Warrant Holders [Member] | Private Transaction with a Warrant Holder [Member] | Private Transaction with a Warrant Holder [Member] | Warrants - $0.25 exercise price [Member] | Warrants - $0.50 exercise price [Member] | ||||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common shares linked to derivative warrants (shares) | ' | ' | ' | 250 | 153,882 | ' | 14,360,276 | 128,350 | 154,132 | ' | ' | ' | ' | ' | ' |
Issuance of warrants, public offering (shares) | ' | ' | ' | ' | ' | 110,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of warrant or right, number of warrant holders | ' | ' | 19 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of notes payable into common stock (shares) | 6,903,872 | 2,069,439 | ' | ' | ' | ' | ' | ' | ' | 123,052 | ' | 5,001 | ' | ' | ' |
Loss on exchange of warrants and debt | $94,214 | $802,123 | ' | ' | ' | ' | ' | ' | ' | ' | $802,123 | ' | $732 | ' | ' |
Class of warrant or right, number of securities called by warrants or rights (shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,118,236 | 7,118,236 |
Class of warrant or right, exercise price of warrants or rights (per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.25 | 0.5 |
Fair value of warrants issued to investors in private placement (shares) | ' | ' | ' | ' | ' | ' | 2,344,899 | ' | ' | ' | ' | ' | ' | ' | ' |
Change in fair value of derivative | ' | ' | ' | ' | ' | ' | $514,704 | $779,083 | ' | ' | ' | ' | ' | ' | ' |
Derivative_Financial_Instrumen3
- Derivative Financial Instruments (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 31, 2011 | Sep. 11, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Warrant [Member] | Warrant [Member] | Warrant [Member] | ||||
Linked Common Shares to Derivative Warrants [Roll Forward] | ' | ' | ' | ' | ' | ' |
Linked common shares to derivative warrants, beginning balance (shares) | ' | ' | 250 | ' | 128,350 | 154,132 |
Class of warrant or right, issuance of warrants to underwriters | ' | ' | ' | 110,000 | ' | ' |
Class of Warrant or Right, Issuance of Warrants to Investors in Private Placement | ' | ' | ' | ' | 14,236,472 | ' |
Issuance of warrants with preferred stock financing | ' | ' | ' | ' | -4,546 | -135,782 |
Change in fair value of derivatives | ' | ' | ' | ' | $0 | $0 |
Linked common shares to derivative warrants, ending balance (shares) | ' | ' | 250 | ' | 14,360,276 | 128,350 |
Warrant Liability [Roll Forward] | ' | ' | ' | ' | ' | ' |
Warrant liability beginning balance | 1,832,945 | 2,750 | ' | ' | 2,750 | 752,486 |
Fair value of warrants issued to underwriters | ' | ' | ' | 49,170 | ' | ' |
Fair value of warrants issued to investors in private placement (shares) | ' | ' | ' | ' | 2,344,899 | ' |
Fair value of warrants issued with preferred stock financing | ' | ' | ' | ' | 0 | -19,823 |
Change in fair value of derivative | ' | ' | ' | ' | -514,704 | -779,083 |
Warrant liability ending balance | $1,832,945 | $2,750 | ' | ' | $1,832,945 | $2,750 |
Derivative_Financial_Instrumen4
Derivative Financial Instruments - Binomial Assumptions (Details) (Warrant [Member], Binomial Lattice Option Valuation Technique [Member], USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | |||||
31-May-13 | Sep. 23, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |||||
Derivative [Line Items] | ' | ' | ' | ' | ||||
Fair market value of asset (per share) | $0.20 | [1] | ' | $0.30 | [1] | 0.22 | [1] | |
Exercise price (per share) | ' | ' | ' | 1.25 | ||||
Term (in years) | '5 years 0 months | [2] | '5 years 0 months | [2] | ' | '4 years 8 months | [2] | |
Implied expected life (in years) | '5 years 0 months | [3] | '5 years 0 months | [3] | ' | '4 years 7 months | [3] | |
Equivalent volatility (percentage) | 59.15% | [3] | ' | ' | 60.20% | [3] | ||
Equivalent risk-free interest rate (percentage) | 0.43% | [3] | ' | ' | 0.32% | [3] | ||
Minimum [Member] | ' | ' | ' | ' | ||||
Derivative [Line Items] | ' | ' | ' | ' | ||||
Fair market value of asset (per share) | ' | $0.28 | [1] | ' | ' | |||
Exercise price (per share) | $0.25 | $0.25 | $0.25 | ' | ||||
Term (in years) | ' | ' | '3 years 8 months | [2] | ' | |||
Implied expected life (in years) | ' | ' | '3 years 8 months | [3] | ' | |||
Volatility range of inputs (percentage) | 50.14% | [4] | 56.57% | [3] | 55.00% | [3] | 45.82% | [4] |
Equivalent volatility (percentage) | ' | 48.46% | [4] | 40.63% | [4] | ' | ||
Risk-free interest rate range of inputs (percentage) | 1.05% | [5] | 0.04% | [5] | 0.38% | [5] | 0.11% | [5] |
Equivalent risk-free interest rate (percentage) | ' | 0.56% | [3] | 0.78% | [3] | ' | ||
Maximum [Member] | ' | ' | ' | ' | ||||
Derivative [Line Items] | ' | ' | ' | ' | ||||
Fair market value of asset (per share) | ' | $0.37 | [1] | ' | ' | |||
Exercise price (per share) | $0.50 | $0.50 | $1.25 | ' | ||||
Term (in years) | ' | ' | '4 years 8 months | [2] | ' | |||
Implied expected life (in years) | ' | ' | '4 years 8 months | [3] | ' | |||
Volatility range of inputs (percentage) | 83.49% | [4] | 57.55% | [3] | 56.00% | [3] | 84.21% | [4] |
Equivalent volatility (percentage) | ' | 81.72% | [4] | 78.73% | [4] | ' | ||
Risk-free interest rate range of inputs (percentage) | 1.07% | [5] | 1.72% | [5] | 1.75% | [5] | 0.72% | [5] |
Equivalent risk-free interest rate (percentage) | ' | 0.69% | [3] | 1.75% | [3] | ' | ||
[1] | The fair market value of the asset was determined by using the Company's closing stock price as reflected in the over-the-counter market. | |||||||
[2] | The term is the contractual remaining term, allocated among twelve equal intervals for purposes of calculating other inputs, such as volatility and risk-free rate. | |||||||
[3] | The implied expected life, and equivalent volatility and risk-free interest rate amounts are derived from the binomial. | |||||||
[4] | The Company does not have a market trading history upon which to base its forward-looking volatility. Accordingly, the Company selected peer companies that provided a reasonable basis upon which to calculate volatility for each of the intervals described in (2), above. | |||||||
[5] | The risk-free rates used for inputs represent the yields on zero coupon US Government Securities with periods to maturity consistent with the intervals described in (2), above. |
Derivative_Financial_Instrumen5
Derivative Financial Instruments - Convertible Notes-Carried at Fair Value (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 6 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||||||||||||||||||
31-May-13 | Mar. 01, 2013 | Jun. 06, 2012 | Feb. 03, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 15, 2013 | Dec. 31, 2011 | Aug. 15, 2013 | 31-May-13 | Aug. 15, 2013 | 31-May-13 | Aug. 15, 2013 | 31-May-13 | Aug. 15, 2013 | 31-May-13 | Feb. 04, 2013 | Dec. 31, 2012 | Feb. 03, 2012 | Aug. 15, 2013 | 22-May-13 | Dec. 31, 2013 | Aug. 12, 2013 | Aug. 15, 2013 | 22-May-13 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 23, 2013 | Dec. 31, 2013 | Aug. 12, 2013 | Aug. 15, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 15, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Binomial Lattice Option Valuation Technique [Member] | Binomial Lattice Option Valuation Technique [Member] | Binomial Lattice Option Valuation Technique [Member] | Binomial Lattice Option Valuation Technique [Member] | Binomial Lattice Option Valuation Technique [Member] | Binomial Lattice Option Valuation Technique [Member] | Binomial Lattice Option Valuation Technique [Member] | Binomial Lattice Option Valuation Technique [Member] | Senior Secured Promissory Note [Member] | Senior Secured Promissory Note [Member] | Senior Secured Promissory Note [Member] | Unsecured Debt [Member] | Unsecured Debt [Member] | Unsecured Debt [Member] | Unsecured Debt [Member] | Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Warrants - $0.25 exercise price [Member] | Director [Member] | Director [Member] | Director [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | |||||||||
Common Stock [Member] | Common Stock [Member] | Warrants - $0.25 exercise price [Member] | Warrants - $0.25 exercise price [Member] | Warrants - $0.50 exercise price [Member] | Warrants - $0.50 exercise price [Member] | Binomial Lattice Option Valuation Technique [Member] | Senior Secured Promissory Note [Member] | Unsecured Debt [Member] | Restricted Stock Units (RSUs) [Member] | Unsecured Debt [Member] | Warrants - $0.25 exercise price [Member] | Director [Member] | ||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||
Fair Value of Warrants [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional warrants issued to purchase shares (shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,187,500 | 3,187,500 | ' | ' | ' | ' | ' | ' | 1,526,202 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants issued to purchase shares, exercise price (per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.25 | $0.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares granted in period (shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,687,500 | 1,687,500 | ' | ' | ' | 770,975 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants issued to purchase shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, convertible, carrying amount of equity component | ' | ' | ' | ' | ' | ' | $523,016 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $755,227 | ' | ' | ' | ' | ' | ' | ' | ' | $559,626 | ' | ' | ' | ' | ' | ' | ' |
Short-term loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 750,000 | ' | 520,000 | ' | ' | ' | ' | ' | ' | ' | ' | 1,270,000 | ' | ' | ' | ' | ' | ' |
Notes payable carried at fair value | 820,202 | ' | ' | ' | 1,586,109 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of indexed warrants (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,064,944 | 3,021,000 | 1,532,472 | 1,510,500 | 1,532,472 | 1,510,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Conversion of Convertible Securities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,092,064 | ' | ' |
Class of warrant or right, number of securities called by warrants or rights (shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,118,236 | ' | ' | 2,092,064 | ' | ' | ' | ' | ' |
Equity, Fair Value Disclosure | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 88,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of warrants issued | ' | 7,209 | ' | ' | 7,209 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 280,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of stock issued during period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 337,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants and restricted stock, reserved for furture issuance, value | ' | ' | ' | ' | ' | ' | 1,082,642 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of indexed warrants, fair value per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.35 | $0.20 | $0.20 | $0.09 | $0.14 | $0.06 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of common stock issued | ' | ' | ' | ' | ' | ' | ' | ' | 1,586,109 | 820,202 | 1,072,730 | 604,200 | 304,962 | 132,924 | 208,417 | 83,078 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Linked common shares (shares) | ' | ' | ' | ' | 0 | 537,146 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in the Number of Shares Linked to Promissory Notes Embedded Derivatives | 6,042,000 | ' | 26,042 | 23,416 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | ' | ' | ' | ' | -6,903,872 | -2,069,439 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -773,983 | -2,069,439 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -773,983 | -2,069,439 | ' | ' | ' |
Linked Common Shares to Promissory Notes, Change in Fair Value of Derivatives | ' | ' | ' | ' | 324,726 | 2,557,127 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Compound embedded derivative | ' | ' | ' | ' | 0 | 11,817 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,151 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Compound embedded derviative, issuance of promissory note | 0 | ' | 15,625 | 12,151 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Embedded derivative, conversion of notes into common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -83,663 | ' | ' | ' | ' | ' | ' | ' | ' | -12,461 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Compound Embedded Derivatives, Change in Fair Value of Derivatives | ' | ' | ' | ' | 644 | 67,704 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of convertible notes | ' | ' | ' | ' | 0 | 0 | 1,586,109 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of convertible notes payable | 820,202 | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of convertible notes, conversion of notes into common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,586,109 | 0 |
Fair value of convertible notes payable, change in derivative fair value | ' | ' | ' | ' | $765,907 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative_Financial_Instrumen6
Derivative Financial Instruments - Fair Value Measurements (Details) (USD $) | 12 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2012 | Aug. 15, 2013 | 31-May-13 | Jun. 06, 2012 | Feb. 03, 2012 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | ' | ' | ' | ' |
Fair value of convertible notes beginning balance | $0 | $0 | $1,586,109 | ' | ' | ' |
Fair value of convertible notes payable | ' | ' | ' | 820,202 | 0 | 0 |
Fair value of convertible notes payable, change in derivative fair value | 765,907 | 0 | ' | ' | ' | ' |
Fair value of convertible notes ending balance | $0 | $0 | $1,586,109 | ' | ' | ' |
Derivative_Financial_Instrumen7
Derivative Financial Instruments - Compound Embedded Derivative (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 06, 2012 | Dec. 31, 2011 | Feb. 04, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 04, 2013 | Dec. 31, 2012 | Feb. 03, 2012 | |||
Compound Embedded Derivative [Member] | Compound Embedded Derivative [Member] | Compound Embedded Derivative [Member] | Senior Secured Promissory Note [Member] | Senior Secured Promissory Note [Member] | Senior Secured Promissory Note [Member] | ||||||||
Monte Carlo Simulation Technique [Member] | Monte Carlo Simulation Technique [Member] | Monte Carlo Simulation Technique [Member] | |||||||||||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Debt instrument, face amount (in dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $550,000 | ||
Convertible notes payable | ' | ' | ' | 75,000 | ' | ' | ' | ' | ' | ' | ' | ||
Debt conversion, converted instrument, amount (in dollars) | ' | ' | ' | ' | ' | ' | ' | ' | 112,150 | 437,850 | ' | ||
Conversion of notes payable into common stock (shares) | ' | 6,903,872 | 2,069,439 | ' | ' | ' | ' | ' | 773,983 | 2,069,439 | ' | ||
Debt instrument, convertible, conversion price (per share) | ' | ' | ' | ' | ' | ' | ' | ' | $0.14 | $0.21 | ' | ||
Embedded derivative, conversion of notes into common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | 83,663 | ' | ||
Compound embedded derivatives, change in fair value of derivatives | -67,704 | -644 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Notional amount | ' | ' | ' | ' | ' | 112,150 | ' | 106,355 | ' | ' | ' | ||
Conversion price (per share) | ' | ' | ' | ' | ' | $0.14 | [1] | $0.20 | $0.20 | ' | ' | ' | |
Linked common shares (shares) | ' | 0 | 537,146 | ' | 0 | 773,983 | [2] | ' | 537,146 | [2] | ' | ' | ' |
MCS value per linked common share (per share) | ' | ' | ' | ' | ' | $0.02 | [3] | ' | $0.02 | [3] | ' | ' | ' |
Compound embedded derivative | ' | $0 | $11,817 | ' | $0 | $12,461 | ' | $11,817 | ' | ' | $12,151 | ||
[1] | Monte Carlo inputs are not applicable on the expiration date of February 4, 2013 since only intrinsic value remains. There is no time value left, so the use of an option model is not necessary. | ||||||||||||
[2] | The Compound Embedded Derivative is linked to a variable number of common shares based upon a percentage of the Company's closing stock price as reflected in the over-the-counter market. The number of linked shares increased as the trading market price decreased and decreased as the trading market price increased. | ||||||||||||
[3] | The Note embodied a contingent conversion feature that was predicated upon a financing transaction that was planned for a date between the issuance date and March 2, 2012. If the financing occurred, the maturity date of the Note was August 2, 2012. If the financing did not occur, the maturity date of the Note was February 2, 2013. While, in hindsight, the financing did not occur, the calculation of value must consider that on the issuance date the contingency was present and resulted in multiple scenarios of outcome as it related to the conversion feature subject to bifurcation. The mechanism for building this contingency into the MCS value was to perform two separate calculations of value and weight them on a reasonable basis. |
Derivative_Financial_Instrumen8
Derivative Financial Instruments - Compound Embedded Derivative - Monte Carlo Assumption (Details) (Monte Carlo Simulation Technique [Member], Compound Embedded Derivative [Member], USD $) | 0 Months Ended | 12 Months Ended | ||||
Feb. 04, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | ||||
Derivative [Line Items] | ' | ' | ' | |||
Fair market value of asset (per share) | $0.16 | [1] | $0.22 | [2] | ' | |
Conversion price (per share) | $0.14 | [1] | $0.20 | $0.20 | ||
Term (in years) | ' | '0 years 1 month | [3] | ' | ||
Implied expected life (in years) | ' | '0 years 1 month | [4] | ' | ||
Equivalent volatility (percentage) | ' | 30.70% | [4] | ' | ||
Risk adjusted interest rate range of inputs (percentage) | ' | 10.00% | [5] | ' | ||
Equivalent risk-adjusted interest rate (percentage) | ' | 10.00% | [4] | ' | ||
Credit risk-adjusted interest rate (percentage) | ' | 15.63% | [6] | ' | ||
Minimum [Member] | ' | ' | ' | |||
Derivative [Line Items] | ' | ' | ' | |||
Volatility range of inputs (percentage) | ' | ' | 16.12% | [7] | ||
Maximum [Member] | ' | ' | ' | |||
Derivative [Line Items] | ' | ' | ' | |||
Volatility range of inputs (percentage) | ' | ' | 40.17% | [7] | ||
[1] | Monte Carlo inputs are not applicable on the expiration date of February 4, 2013 since only intrinsic value remains. There is no time value left, so the use of an option model is not necessary. | |||||
[2] | The fair market value of the asset was determined by using the Company's closing stock price as reflected in the over-the-counter market. | |||||
[3] | The term is the contractual remaining term, allocated among twelve equal intervals for purposes of calculating other inputs, such as volatility and risk-free rate. | |||||
[4] | The implied expected life, and equivalent volatility and risk-free risk-adjusted interest rate amounts are derived from the MCS. | |||||
[5] | Compound Embedded Derivatives bifurcated from debt instruments are expected to contain an element of market interest risk. That is, the risk that market driven interest rates will change during the term of a fixed rate debt instrument. | |||||
[6] | The Company utilized a yield approach in developing its credit risk assumption. The yield approach assumes that the investor's yield on the instrument embodies a risk component, generally, equal to the difference between the actual yield and the yield for a similar instrument without regard to risk. | |||||
[7] | The Company does not have a market trading history upon which to base its forward-looking volatility. Accordingly, the Company selected peer companies that provided a reasonable basis upon which to calculate volatility for each of the intervals described in (2) above. |
Commitments_and_Contingencies_1
Commitments and Contingencies Commitments and Contingencies (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Operating Leased Assets [Line Items] | ' | ' |
Operating leases, rent expense | $85,000 | ' |
Capital Lease [Abstract] | ' | ' |
2014 | 53,981 | ' |
2015 | 35,963 | ' |
2016 | 1,101 | ' |
2017 | 0 | ' |
2018 | 0 | ' |
Thereafter | 0 | ' |
Total minimum lease payments | 91,045 | ' |
Less amount representing interest | -13,180 | ' |
Total principal lease payments | 77,865 | 27,580 |
Less current maturities | -43,852 | -17,638 |
Total long term obligations | 34,013 | 10,212 |
Operating Leases [Abstract] | ' | ' |
2014 | 111,054 | ' |
2015 | 171,520 | ' |
2016 | 181,006 | ' |
2017 | 190,490 | ' |
2018 | 199,580 | ' |
Thereafter | 67,976 | ' |
Total minimum lease payments | 921,626 | ' |
Employer matching contribution, percent of match | 50.00% | ' |
Employer matching contribution, percent of employees' gross pay | 8.00% | ' |
Employers matching contribution, annual vesting percentage | 20.00% | ' |
Share-based compensation arrangement by share-based payment award, award vesting period (in years) | '2 years | ' |
Contributions by employer | 25,477 | 40,405 |
General and Administrative Expense [Member] | ' | ' |
Operating Leased Assets [Line Items] | ' | ' |
Operating leases, rent expense | 125,000 | 329,000 |
Minimum [Member] | ' | ' |
Operating Leased Assets [Line Items] | ' | ' |
Lease price per square foot | 17.5 | ' |
Maximum [Member] | ' | ' |
Operating Leased Assets [Line Items] | ' | ' |
Lease price per square foot | $21.50 | ' |
Stockholders_Deficit_Details
Stockholders' Deficit (Details) (USD $) | Dec. 31, 2013 | Feb. 04, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Jul. 30, 2012 |
Series A Preferred Stock [Member] | Reverse Stock Split [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Common stock, shares authorized (shares) | 100,000,000 | 100,000,000 | 100,000,000 | ' | 12,500,000 |
Series A Preferred stock, shares authorized (shares) | 10,000,000 | ' | ' | 240 | ' |
Series A Preferred stock, par value (per share) | $0.00 | ' | ' | ' | ' |
Stockholders_Deficit_Authoriza
Stockholders' Deficit - Authorization of Convertible Preferred Stock (Details) (Series A Preferred Stock [Member]) | 0 Months Ended | |
25-May-11 | 31-May-11 | |
Series A Preferred Stock [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Preferred stock, shares outstanding | ' | 240 |
Preferred stock, shares issued | ' | 230 |
Preferred stock, conversion basis | 'Each share of the Series A Preferred Stock was convertible into 758 shares of common stock at the option of the preferred holder and does not have a redemption feature | ' |
Stockholders_Deficit_Private_P
Stockholders' Deficit - Private Placement (Details) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | |||
Sep. 23, 2013 | Dec. 31, 2013 | Aug. 15, 2013 | Sep. 23, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 15, 2013 | Sep. 23, 2013 | Sep. 23, 2013 | |
Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Warrants - $0.25 exercise price [Member] | Warrants - $0.25 exercise price [Member] | Warrants - $0.50 exercise price [Member] | ||||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share price | ' | ' | ' | $0.25 | ' | ' | ' | ' | ' |
Class of warrant or right, expiration period | ' | ' | ' | ' | ' | ' | '5 years | '5 years | '5 years |
Class of warrant or right, number of securities called by warrants or rights (shares) | ' | ' | ' | ' | ' | ' | ' | 7,118,236 | 7,118,236 |
Class of warrant or right, exercise price of warrants or rights (per share) | ' | ' | ' | ' | ' | ' | ' | 0.25 | 0.5 |
Warrants, fair value at issuance | ' | ' | $2,344,899 | ' | ' | ' | ' | ' | ' |
Payments of stock issuance costs | 1,674,908 | ' | ' | ' | ' | ' | ' | ' | ' |
Payments of stock issuance costs, cash | 178,389 | ' | ' | ' | ' | ' | ' | ' | ' |
Payments of stock issuance costs, warrants | 2,344,899 | ' | ' | ' | ' | ' | ' | ' | ' |
Income (loss) in fair value of debt and exchange of convertible notes | 848,380 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued during period, value, increase to common stock and additional paid in capital | ' | 1,884,210 | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of private placement | 2,182,500 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued during period, shares, new issues | ' | ' | ' | 8,730,000 | ' | ' | ' | ' | ' |
Debt conversion, converted instrument, amount (in dollars) | ' | ' | ' | $1,376,618 | ' | $17 | ' | ' | ' |
Conversion of notes payable into common stock (shares) | ' | ' | ' | 5,506,472 | 3,788 | 170,455 | ' | ' | ' |
Stockholders_Deficit_Convertib
Stockholders' Deficit - Convertible Securities (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Feb. 04, 2013 | Dec. 31, 2012 | Feb. 03, 2012 | Dec. 31, 2013 | |
Senior Secured Promissory Note [Member] | Senior Secured Promissory Note [Member] | Senior Secured Promissory Note [Member] | Additional Paid-in Capital [Member] | |||
Senior Secured Promissory Note [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' |
Debt instrument, face amount (in dollars) | ' | ' | ' | ' | $550,000 | ' |
Debt conversion, converted instrument, amount (in dollars) | ' | ' | 112,150 | 437,850 | ' | ' |
Conversion of notes payable into common stock (shares) | 6,903,872 | 2,069,439 | 773,983 | 2,069,439 | ' | ' |
Debt instrument, convertible, conversion price (per share) | ' | ' | $0.14 | $0.21 | ' | ' |
Embedded derivative, conversion of notes into common stock | ' | ' | ' | $83,663 | ' | $12,461 |
Stockholders_Deficit_Warrant_T
Stockholders' Deficit - Warrant Transactions (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | |||
Aug. 15, 2013 | Mar. 01, 2013 | Dec. 31, 2013 | Aug. 15, 2013 | 22-May-13 | Mar. 01, 2013 | Aug. 15, 2013 | 22-May-13 | Aug. 12, 2013 | Dec. 31, 2013 | Aug. 15, 2013 | Sep. 23, 2013 | |
Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member] | Secured Line of Credit Facility [Member] | Unsecured Debt [Member] | Unsecured Debt [Member] | Unsecured Debt [Member] | Private Transaction with Warrant Holders [Member] | Warrants - $0.25 exercise price [Member] | Warrants - $0.25 exercise price [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of warrants with preferred stock financing | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,001 | ' | ' |
Loss on exchange of warrants (in dollars) | ' | ' | ($732) | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, maximum borrowing capacity | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' |
Warrant issued in financing arrangement, period of maturity (in years) | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant issued not yet exercised | ' | 58,139 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant issued not yet exercised, value | ' | 15,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant issued not yet exercised (per share) | ' | $0.26 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of warrants issued | ' | 7,209 | 7,209 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Short-term loan | ' | ' | ' | ' | ' | ' | ' | 750,000 | 520,000 | ' | ' | ' |
Warrants issued to purchase shares | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' |
Warrants issued to purchase shares, exercise price (per share) | ' | ' | ' | ' | ' | ' | $0.25 | $0.25 | ' | ' | ' | ' |
Warrant conversion period to purchase shares (in years) | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' |
Additional warrants issued to purchase shares (shares) | ' | ' | ' | ' | ' | ' | 3,187,500 | 3,187,500 | ' | ' | ' | ' |
Class of warrant or right, expiration period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | '5 years |
Shares granted in period (shares) | ' | ' | ' | 1,687,500 | 1,687,500 | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, award vesting period (in years) | ' | ' | '2 years | '2 years | ' | ' | ' | '2 years | ' | ' | ' | ' |
Adjustments to Additional Paid in Capital, Warrant Issued | $706,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Deficit_Stock_Opt
Stockholders' Deficit - Stock Options (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | 12-May-11 | Aug. 22, 2011 | Aug. 22, 2011 | Dec. 31, 2012 | Aug. 22, 2011 | Aug. 22, 2011 | Aug. 22, 2011 | Aug. 22, 2011 | |
Stock Options [Member] | Stock Options [Member] | Equity Incentive 2011 Plan [Member] | Equity Incentive 2011 Plan [Member] | Equity Incentive 2011 Plan [Member] | Equity Incentive B 2011 Plan [Member] | May 2011 and August 2011 Equity Incentive Plans [Member] | May 2011 and August 2011 Equity Incentive Plans [Member] | May 2011 and August 2011 Equity Incentive Plans [Member] | Individual Stock Ownership in Excess of 10 Percent [Member] | Twelve Months After Grant Date [Member] | Monthly in equal installments [Member] | |||
Stock Options [Member] | May 2011 and August 2011 Equity Incentive Plans [Member] | May 2011 and August 2011 Equity Incentive Plans [Member] | May 2011 and August 2011 Equity Incentive Plans [Member] | |||||||||||
Stock Options [Member] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common shares, exercises | ' | ' | ' | ' | 0 | 551 | ' | ' | ' | 551 | ' | ' | ' | ' |
Stock options, shares authorized (shares) | ' | ' | ' | ' | ' | ' | 11,613,715 | 87,500 | ' | ' | ' | ' | ' | ' |
Common stock, capital shares reserved for future issuance (shares) | ' | ' | ' | ' | 3,949,503 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair market value of incentive stock options (percentage) | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | 110.00% | ' | ' |
Share-based compensation arrangement by share-based payment award, equity instruments options, percentage vested (pecentage) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' |
Share-based compensation arrangement by share-based payment award, award vesting period (in years) | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years |
Expected term (in years) | ' | ' | ' | ' | '9 years | '5 years | ' | ' | ' | ' | '10 years | ' | ' | ' |
Proceeds from exercise of stock options | $0 | $1,099 | ' | ' | ' | ' | ' | ' | ' | $1,099 | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, options, exercises in period, total intrinsic value (shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,769 | ' | ' | ' | ' |
Share-based compensation, requisite service period recognition | ' | ' | 725,254 | 181,610 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Nonvested awards, total compensation cost not yet recognized | ' | ' | $1,317,319 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Nonvested awards, total compensation cost not yet recognized, period for recognition (in years) | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Deficit_Schedule_
Stockholders' Deficit - Schedule of Stock Option Activity (Details) (Equity Incentive 2011 Plan [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Equity Incentive 2011 Plan [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' | ' | ' |
Common shares, outstanding beginning of period | 391,977 | 114,445 | ' |
Common shares, granted | 8,620,062 | 378,293 | ' |
Common shares, exercises | 0 | -551 | ' |
Common shares, forfeited | -1,261,561 | -100,210 | ' |
Common shares, outstanding end of period | 7,750,478 | 391,977 | 114,445 |
Common shares, excercisable | 1,941,115 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ' | ' | ' |
Weighted average exercise price, beginning of period | $5.87 | $17.61 | ' |
Weighted average exercise price, granted | $0.26 | $5.74 | ' |
Weighted average exercise price, exercised | $0 | $2 | ' |
Weighted average exercise price, forfeited | $0.49 | $18.81 | ' |
Weighted average exercise price, end of period | $0.51 | $5.87 | $17.61 |
Weighted average exercise price, exercisable | $0.83 | ' | ' |
Weighted average remaining life (years), outstanding | '8 years 1 month | '4 years 4 months | '4 years 5 months |
Weighted average remaining life (years), exercisable | '8 years 7 months | ' | ' |
Stockholders_Deficit_Schedule_1
Stockholders' Deficit - Schedule of Nonvested Stock Option Activity (Details) (Equity Incentive 2011 Plan [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Equity Incentive 2011 Plan [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | ' | ' | ' |
Common shares, nonvested beginning of period | 308,627 | 57,516 | ' |
Common shares, granted | 8,620,062 | 378,293 | ' |
Common shares, vested | -1,871,201 | -83,429 | ' |
Common shares, forfeited | -1,248,125 | -43,753 | ' |
Common shares, nonvested end of period | 5,809,363 | 308,627 | 57,516 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ' | ' | ' |
Weighted average grant date fair value, nonvested beginning of period | $2.17 | $2.73 | ' |
Weighted average grant date fair value, granted | $0.20 | $2.17 | ' |
Weighted average grant date fair value, vested | $0.36 | $2.26 | ' |
Weighted average grant date fair value, forfeited | $0.23 | $2.78 | ' |
Weighted average grant date fair value, nonvested end of period | $0.24 | $2.17 | $2.73 |
Weighted average remaining years to vest | '3 years 4 months | '2 years 11 months | '2 years 6 months |
Stockholders_Deficit_Restricte
Stockholders' Deficit - Restricted Stock Issued for Services (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||||||||||||||
Sep. 30, 2013 | Jan. 03, 2013 | Jun. 12, 2012 | Sep. 30, 2012 | Aug. 31, 2012 | 31-May-12 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | 16-May-13 | Jan. 03, 2013 | Jul. 02, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | 31-May-12 | 31-May-12 | 4-May-12 | Jan. 03, 2013 | Jan. 31, 2013 | Dec. 31, 2013 | Oct. 01, 2013 | 16-May-13 | Oct. 01, 2013 | Jan. 03, 2013 | Oct. 01, 2013 | 1-May-13 | Jan. 03, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | |
Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Immediately following signed agreements [Member] | Each month for 12 months [Member] | Convertible Promissory Note [Member] | Board of Directors Chairman [Member] | Board of Directors Chairman [Member] | Board of Directors Chairman [Member] | Director [Member] | Director [Member] | Investor Relations Services [Member] | Investor Relations Services [Member] | Investor Relations Services [Member] | Investor Relations Services [Member] | Investor Relations Services [Member] | Selling and Marketing Expense [Member] | Selling and Marketing Expense [Member] | General and Administrative Expense [Member] | General and Administrative Expense [Member] | Interest Expense [Member] | |||||||||
Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash paid For celebrity endorsements | ' | ' | ' | ' | ' | $100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, equity instruments other than options, percentage vested | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | 6.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted shares issued for celebrity endorsements | ' | ' | ' | ' | ' | 135,521 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued during period, value, restricted stock award, gross | ' | ' | 1,200 | 69,445 | 35,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt issuance cost | ' | ' | ' | ' | ' | ' | 31,301 | 27,800 | ' | ' | ' | ' | ' | ' | ' | ' | 6,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, face amount (in dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued during period, shares, issued for services | ' | ' | ' | ' | ' | ' | ' | ' | 823,090 | 30,000 | 20,000 | 71,221 | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | 85,661 | ' | ' | 19,000 | 100,000 | 100,000 | ' | ' | ' | ' | ' |
Stock issued during period, value, issued for services | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000 | ' | 356,103 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | 26,500 | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, shares issued in period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,000 | 60,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued during period, value, purchase of assets | ' | 4,820 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,900 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments for professional services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | 4,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares reserved for future issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | 100,000 | ' | ' | ' | ' | ' |
Share-based compensation, requisite service period recognition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 443,588 | 675,538 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,027 | 313,435 | 429,561 | 356,103 | 6,000 |
Share Price, Restricted Stock Granted for Services, Per Share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.35 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Legal Fees Reduction, Settled by Issuance of Restricted Stock | 288,081 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change in fair value of stock issued during period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7,098 | ($560,011) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Deficit_Schedule_2
Stockholders' Deficit - Schedule of Nonvested Restricted Stock Outstanding (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Restricted Stock, Fair Value | $435,301 | $1,246,237 |
Restricted Stock [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share-based compensation, requisite service period recognition | 443,588 | 675,538 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' | ' |
Nonvested beginning of period | 48,582 | 0 |
Granted | 1,354,412 | 312,387 |
Vested | -1,402,994 | -263,805 |
Forfeited | 0 | 0 |
Nonvested end of period | 0 | 48,582 |
Change in fair value of stock issued during period | 7,098 | -560,011 |
General and Administrative Expense [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Stock issuance costs | 9,500 | ' |
General and Administrative Expense [Member] | Restricted Stock [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share-based compensation, requisite service period recognition | 429,561 | 356,103 |
Selling and Marketing Expense [Member] | Restricted Stock [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share-based compensation, requisite service period recognition | $14,027 | $313,435 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' |
Net operating loss carry forwards | $9,171,000 | $8,457,000 |
accrued expenses | 72,000 | 32,000 |
Depreciation and amortization | 23,000 | 19,000 |
Stock option and warrant expenses | 285,000 | 51,000 |
Deferred rent | 5,000 | 0 |
Other | 2,000 | 2,000 |
Gross deferred income tax assets | 9,558,000 | 8,561,000 |
Valuation allowance | -9,558,000 | -8,561,000 |
Total deferred income tax assets | 0 | 0 |
Federal income tax at statutory rates (percentage) | -34.00% | -34.00% |
Change in deferred tax asset valuation allowance (percentage) | 30.00% | 35.90% |
Deferred sate taxes (percentage) | -2.80% | -3.50% |
Meals and entertainment (percentage) | 0.30% | 0.20% |
Change in fair value of warrants (percentage) | 2.60% | 0.70% |
ISO stock compensation (percentage) | 1.00% | 0.40% |
Other (percentage) | 2.90% | 0.30% |
Income taxes (benefit) at effective rates (percentage) | 0.00% | 0.00% |
Income Tax Examination [Line Items] | ' | ' |
Operating Loss Carryforwards, Valuation Allowance | 997,000 | 1,677,000 |
Internal Revenue Service (IRS) [Member] | ' | ' |
Income Tax Examination [Line Items] | ' | ' |
Operating Loss Carryforwards | $24,614,000 | ' |
Loss_Per_Common_Share_Details
Loss Per Common Share (Details) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive securities excluded from computation of earnings per share | 28,043,977 | 1,061,345 |
Stock Options [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive securities excluded from computation of earnings per share | 7,750,478 | 391,977 |
Warrant [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive securities excluded from computation of earnings per share | 18,605,999 | 128,434 |
Restricted Stock Units (RSUs) [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive securities excluded from computation of earnings per share | 1,687,500 | 0 |
Potential conversion of series A convertible preferred stock [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive securities excluded from computation of earnings per share | 0 | 3,788 |
Potential conversion of promissory note payable [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive securities excluded from computation of earnings per share | 0 | 537,146 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | Aug. 12, 2013 | 22-May-13 | Dec. 26, 2012 | Jan. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2013 | Sep. 23, 2013 | Dec. 31, 2013 | Dec. 31, 2012 |
Unsecured Debt [Member] | Unsecured Debt [Member] | Board of Directors Chairman [Member] | Board of Directors Chairman [Member] | Board of Directors Chairman [Member] | Board of Directors Chairman [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | |
Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member] | |||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Officers' Compensation | ' | ' | $10,000 | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, shares issued in period | ' | ' | ' | 60,000 | 60,000 | ' | ' | ' | ' |
Common stock, capital shares reserved for future issuance (shares) | ' | ' | ' | ' | ' | 120,000 | ' | ' | ' |
Short-term loan | 520,000 | 750,000 | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, interest rate, stated percentage (percentage) | 7.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, default interest rate (percentage) | 12.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Debt conversion, converted instrument, amount (in dollars) | ' | ' | ' | ' | ' | ' | $1,376,618 | ' | $17 |
Conversion of notes payable into common stock (shares) | ' | ' | ' | ' | ' | ' | 5,506,472 | 3,788 | 170,455 |
Subsequent_Events_Subsequent_E
Subsequent Events Subsequent Events (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Event [Line Items] | ' |
Terms of registration rights arrangement | 'The Company has agreed, pursuant to the terms of a registration rights agreement with the investors, to (i) file a shelf registration statement with respect to the resale of the shares of its common stock sold to the investors and shares of its common stock issuable upon exercise of the warrants with the SEC within the sooner of 60 days after the closing date or 10 business days after the Company files its annual report on FormB 10-K for the year ended DecemberB 31, 2013; (ii) use its commercially reasonable best efforts to have the shelf registration statement declared effective by the SEC as soon as possible after the initial filing, and in any event no later than 90 days after the closing date (or 120 days in the event of a full review of the shelf registration statement by the SEC); and (iii) keep the shelf registration statement effective until all registrable securities may be sold pursuant to Rule 144 under the Securities Act of 1933 |
Private Placement [Member] | Subsequent Event - February 21, 2014 | ' |
Subsequent Event [Line Items] | ' |
Common stock, shares available for issuance | 34,285,728 |
Share price | 0 |
Proceeds from issuance of common stock | 12,000,000 |
Class of warrant or right, number of securities called by warrants or rights (shares) | 17,142,864 |
Private Placement [Member] | Subsequent Event - February 21, 2014 | Common Stock [Member] | ' |
Subsequent Event [Line Items] | ' |
Share price | 0.35 |
Private Placement [Member] | Subsequent Event - February 21, 2014 | Warrant [Member] | ' |
Subsequent Event [Line Items] | ' |
Share price | 0.5 |
Private Placement [Member] | Private Placement Agent [Member] | Subsequent Event - February 21, 2014 | ' |
Subsequent Event [Line Items] | ' |
Class of warrant or right, number of securities called by warrants or rights (shares) | 750,511 |
Payments for professional services | 814,850 |
Private Placement [Member] | Private Placement Agent [Member] | Subsequent Event - February 21, 2014 | Common Stock [Member] | ' |
Subsequent Event [Line Items] | ' |
Share price | 0.35 |
Private Placement [Member] | Private Placement Agent [Member] | Subsequent Event - February 21, 2014 | Warrant [Member] | ' |
Subsequent Event [Line Items] | ' |
Share price | 0.5 |