Document_and_Entity_Informatio
Document and Entity Information Document (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | 9-May-14 | 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-Q | ' | ' |
Document Period End Date | 31-Mar-14 | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'Q1 | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 57,046,381 | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Public Float | ' | ' | $1,506,252 |
Unaudited_Consolidated_Balance
Unaudited Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Current: | ' | ' |
Cash and cash equivalents | $11,249,931 | $530,052 |
Accounts receivable | 929,754 | 1,659,802 |
Prepaid expenses | 97,469 | 109,960 |
Deferred finance costs, net of accumulated amortization of $31,926 and $53,884 | 6,875 | 5,217 |
Other current assets | 74,670 | 78,269 |
Total current assets | 12,358,699 | 2,383,300 |
Property and equipment, net | 189,517 | 156,482 |
Software development costs | 568,875 | 362,346 |
Security deposits | 50,816 | 46,574 |
Total assets | 13,167,907 | 2,948,702 |
Current liabilities | ' | ' |
Accounts payable | 807,508 | 817,057 |
Accrued expenses | 342,334 | 365,454 |
Unearned revenue | 1,049,867 | 1,292,228 |
Current portion of capital lease obligations | 59,783 | 43,852 |
Total current liabilities | 2,259,492 | 2,518,591 |
Capital lease obligations, less current portion | 47,076 | 34,013 |
Deferred rent | 56,715 | 14,179 |
Warrant liability | 14,079,560 | 1,832,945 |
Total liabilities | 16,442,843 | 4,399,728 |
Stockholders’ deficit: | ' | ' |
Common stock, $.0001 par value; 100,000,000 shares authorized; 56,946,381 and 22,560,653 issued and outstanding | 5,695 | 2,256 |
Additional paid-in capital | 23,414,094 | 24,672,132 |
Accumulated deficit | -26,694,725 | -26,125,414 |
Total stockholders’ deficit | -3,274,936 | -1,451,026 |
Total liabilities and stockholders’ deficit | 13,167,907 | 2,948,702 |
Series A Convertible Preferred Stock [Member] | ' | ' |
Stockholders’ deficit: | ' | ' |
Series A convertible preferred stock; $.0001 par value; 240 shares authorized; no shares issued and outstanding | $0 | $0 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets Parentheticals (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Accumulated amortization on deferred finance costs | $31,926 | $53,884 |
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) | 56,946,381 | 22,560,653 |
Common stock, shares outstanding (shares) | 56,946,381 | 22,560,653 |
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 | 0 |
Series A Preferred stock, shares outstanding (shares) | 0 | 0 |
Unaudited_Consolidated_Stateme
Unaudited Consolidated Statements of Operations (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Income Statement [Abstract] | ' | ' |
Revenue | $1,957,040 | $1,385,275 |
Cost of sales | 649,533 | 576,102 |
Gross profit | 1,307,507 | 809,173 |
Operating expenses: | ' | ' |
General and administrative | 1,844,140 | 1,574,592 |
Sales and marketing | 160,867 | 94,169 |
Total operating expenses | 2,005,007 | 1,668,761 |
Loss from operations | -697,500 | -859,588 |
Other income (expense): | ' | ' |
Interest expense | -9,017 | -15,466 |
Loss on exchange of warrants and debt | 0 | -732 |
Change in fair value of derivatives and notes payable carried at fair value, net | 135,601 | -8,124 |
Other income (expense), net | 1,605 | 80 |
Total other income (expense) | 128,189 | -24,242 |
Net loss | ($569,311) | ($883,830) |
Weighted average common shares outstanding – basic and diluted (shares) | 37,135,738 | 6,811,654 |
Loss per common share – basic and diluted (per share) | ($0.02) | ($0.13) |
Unaudited_Consolidated_Stateme1
Unaudited Consolidated Statement of Stockholders' Deficit (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2013 | ($1,451,026) | $2,256 | $24,672,132 | ($26,125,414) |
Balance (shares) at Dec. 31, 2013 | ' | 22,560,653 | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' |
Sale of common stock, shares, net offering costs (shares) | ' | 34,285,728 | ' | ' |
Sale of common stock, net of offering costs | 10,982,169 | 3,429 | 10,978,740 | ' |
Fair value of warrants issued | -12,382,216 | ' | -12,382,216 | ' |
Stock issued for payment of services (shares) | ' | 100,000 | ' | ' |
Stock issued for payment of services | 30,110 | 10 | 30,100 | ' |
Stock-based compensation | 115,338 | ' | 115,338 | ' |
Net loss | -569,311 | ' | ' | -569,311 |
Balance at Mar. 31, 2014 | ($3,274,936) | $5,695 | $23,414,094 | ($26,694,725) |
Balance (shares) at Mar. 31, 2014 | ' | 56,946,381 | ' | ' |
Unaudited_Consolidated_Stateme2
Unaudited Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Statement of Cash Flows [Abstract] | ' | ' |
Net loss | ($569,311) | ($883,830) |
Adjustments to reconcile net loss to net cash used for operating activities: | ' | ' |
Depreciation | 17,867 | 12,579 |
Amortization of intangible assets and loan costs | 5,842 | 8,985 |
Stock-based compensation | 115,338 | 39,460 |
Stock issued or to be issued for payment of services | 58,360 | 46,785 |
Loss on exchange of warrants and debt | 0 | 732 |
Change in fair value of derivatives and notes payable carried at fair value, net | -135,601 | 8,124 |
Cash provided by (used for): [Abstract] | ' | ' |
Accounts receivable | 730,048 | -173,962 |
Prepaid expenses and other current assets | 6,590 | 74,760 |
Accounts payable | -9,549 | 227,609 |
Accrued expenses | -41,870 | 59,024 |
Unearned revenue | -242,361 | -117,538 |
Deferred rent | 42,536 | ' |
Net cash used for operating activities | -22,111 | -697,272 |
Cash flows from investing activities: [Abstract] | ' | ' |
Purchase of equipment | -9,563 | 0 |
Increase in software development costs | -206,529 | 0 |
Security deposits | -4,242 | 3,870 |
Net cash provided by (used for) investing activities | -220,334 | 3,870 |
Cash flows from financing activities: [Abstract] | ' | ' |
Proceeds from issuance of notes payable, net | 0 | 169,798 |
Proceeds from issuance of common stock and warrants, net | 10,982,169 | 0 |
Payments on notes payable and capital leases | -19,845 | -4,090 |
Net cash provided financing activities | 10,962,324 | 165,708 |
Net increase (decrease) in cash and cash equivalents | 10,719,879 | -527,694 |
Cash and cash equivalents, beginning of year | 530,052 | 657,946 |
Cash and cash equivalents, end of period | 11,249,931 | 130,252 |
Supplemental cash flow information: [Abstract] | ' | ' |
Cash paid during period for interest | 3,175 | 1,856 |
Non-cash financing and investing activities: | ' | ' |
Fair value of compound embedded derivative in promissory notes | 0 | 0 |
Fair value of common stock issued for future services | 0 | 47,220 |
Fair value of warrants issued | 12,382,216 | 7,209 |
Conversion of notes payable into common stock | 0 | 124,611 |
Acquisition of assets through capital lease | $41,339 | $0 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies (Notes) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Accounting Policies [Abstract] | ' | ||||
Significant Accounting Policies [Text Block] | ' | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||
Unaudited Interim Financial Information | |||||
The accompanying consolidated balance sheet as of March 31, 2014, the consolidated statements of operations for the three months ended March 31, 2014 and 2013, the consolidated statement of stockholders' deficit for the three months ended March 31, 2014 and the consolidated statements of cash flows for the three months ended March 31, 2014 and 2013 are unaudited but include all adjustments that are, in the opinion of management, necessary for a fair presentation of our financial position at such dates and our results of operations and cash flows for the periods then ended in conformity with U.S. generally accepted accounting principles (“US GAAP”). The consolidated balance sheet as of December 31, 2013 has been derived from the audited consolidated financial statements at that date but, in accordance with the rules and regulations of the United States Securities and Exchange Commission ("SEC"), does not include all of the information and notes required by US GAAP for complete financial statements. Operating results for the three months ended March 31, 2014 are not necessarily indicative of results that may be expected for the entire fiscal year. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended December 31, 2013 included in the Company's Annual Report on Form 10-K filed with the SEC on March 25, 2014. | |||||
Nature of Business | |||||
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 Winter Park, 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. | |||||
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 March 31, 2014 and December 31, 2013. 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 three months ended March 31, 2014 and 2013. | |||||
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 March 31, 2014, three customers accounted for 51% of total accounts receivable in the aggregate, each of which accounted for more than 10% of the Company’s accounts receivable. At December 31, 2013, the Company had two customers which accounted for 23% of total accounts receivable in the aggregate. The Company had two customers that accounted for 22% of its revenue during the three months ended March 31, 2014. The Company had no customers that accounted for more than 10% of its revenue during the three months ended March 31, 2013. | |||||
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. | |||||
Software Development Costs | |||||
The Company is in the process of developing a new platform called the IZEA Exchange (IZEAx). IZEAx is designed to provide a unified ecosystem that enables the creation of multiple types of content including blog posts, status updates, videos and photos through a wide variety of social channels including blogs, Twitter, Facebook, Instagram, Tumblr and LinkedIn, among others. 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 capitalized $206,529 in payroll and benefit costs to software development costs in the consolidated balance sheet during the three months ended March 31, 2014. The Company determined that on April 15, 2013, the project became technologically feasible and the development phase began. On March 17, 2014, the Company launched a public beta of IZEA.com powered by IZEAx. | |||||
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 three months ended March 31, 2014 and 2013 were approximately $31,415 and $25,000, 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. | |||||
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 March 31, 2014 (see Note 3). 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 4) 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. 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 three months ended March 31, 2014 and 2013: | |||||
Three Months Ended | |||||
2011 Equity Incentive Plans Assumptions | March 31, | March 31, | |||
2014 | 2013 | ||||
Expected term | 5 years | 10 years | |||
Weighted average volatility | 56.00% | 52.72% | |||
Weighted average risk free interest rate | 1.60% | 1.91% | |||
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. Average expected forfeiture rates were 14.42% and 50.21% during the three months ended March 31, 2014 and 2013. | |||||
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 2013 financial statements to conform to the 2014 presentation. |
Notes_Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2014 | |
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. 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. 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. The OID was subject to amortization, through charges to interest expense, over the term to maturity or conversion using the effective interest method. | |
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. | |
$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. 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 Company satisfied all of its remaining obligations under this note when the noteholders converted the $75,000 in principal, plus $12,366 of accrued interest, into 349,464 shares of common stock and a like number of warrants on the same terms and conditions as other investors in its 2013 Private Placement discussed in Note 4. | |
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 March 31, 2014, the Company had no advances outstanding under this agreement. The Company incurred $38,801 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. | |
During the three months ended March 31, 2014 and 2013, interest expense on all the notes amounted to $0 and $9,124, 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 three months ended March 31, 2014 and 2013, interest expense related to the amortization of finance costs amounted to $5,842 and $4,485, respectively. |
Derivative_Financial_Instrumen
Derivative Financial Instruments | 3 Months Ended | |||||
Mar. 31, 2014 | ||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | |||||
Derivative Instruments and Hedging Activities Disclosure [Text Block] | ' | |||||
DERIVATIVE FINANCIAL INSTRUMENTS | ||||||
The Company evaluates its convertible debt, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with paragraph 810-10-05-4 of the FASB Accounting Standards Codification and paragraph 815-40-25 of the FASB Accounting Standards Codification. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the Statement of Operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. | ||||||
The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. | ||||||
Warrant Liability | ||||||
2014 Activity: | ||||||
On February 21, 2014, the Company issued five-year warrants to purchase 17,142,864 shares of the Company's common stock at an exercise price of $0.35 per share and five-year warrants to purchase 17,142,864 shares of the Company's common stock at an exercise price of $0.50 per share pursuant to the terms of the Securities Purchase Agreements signed in its 2014 Private Placement (See Note 4 for further details). As part of the transaction, the Company also issued a five-year warrant to purchase up to 750,511 shares of the Company's common stock at an exercise price of $0.35 per share and a five-year warrant to purchase up to 750,511 shares of the Company' common stock at an exercise price of $0.50 per share to its exclusive placement agent. | ||||||
The Company determined that these warrants require classification as a liability due to certain registration rights and listing requirements that required the Company to file a registration statement with the SEC for purposes of registering the resale of the shares underlying these warrants. Failure to register the shares could result in penalties and the triggering of certain cashless exercise provisions in the warrants. The warrants also require classification as a liability due to provisions for potential exercise price adjustments. The Company determined that the fair value of these warrants on their issuance date on February 21, 2014 was $12,382,216. The fair value and outstanding derivative warrant liability related to these warrant shares as of March 31, 2014 was $10,020,290. The Company filed a registration statement related to these shares on Form S-1 on April 7, 2014 which was declared effective by the SEC on May 14, 2014. | ||||||
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 three months ended March 31, 2013. | ||||||
From August 15, 2013 through September 23, 2013, the Company issued five-year warrants to purchase 7,118,236 shares of its common stock at an exercise price of $0.25 per share and five-year 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 (See Note 4 for further details). 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 which was declared effective by the SEC on November 8, 2013 for the registration of 174,732 of these warrant shares. The Company intends to seek registration on the remaining shares underlying the warrants during this fiscal year. The Company determined that the fair value of these warrants on their issuance date was $2,344,899. The fair value and outstanding derivative warrant liability related to these warrant shares as of March 31, 2014 was $4,050,800. | ||||||
2012 Activity: | ||||||
The Company determined that 110,000 warrant shares issued in its September 2012 public offering still require classification as a liability due to certain registration rights and listing requirements in the agreements. The fair value and outstanding derivative warrant liability related to these warrant shares as of March 31, 2014 was $8,470. | ||||||
2011 Activity: | ||||||
The Company determined that 13,554 warrant shares remaining from its May 2011 Offering and 250 warrant shares issued in July 2011 for a customer list acquisition still require classification as a liability due to certain registration rights and listing requirements in the agreements. The fair value and outstanding derivative warrant liability related to these warrant shares as of March 31, 2014 was $0. | ||||||
During the three months ended March 31, 2014 and 2013, the Company recorded a gain of $135,601 and a loss of $7,480, 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 three months ended March 31, 2014 and for the year ended December 31, 2013: | ||||||
Linked Common | Warrant | |||||
Shares to | Liability | |||||
Derivative Warrants | ||||||
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 | |||
Issuance of warrants to investors in 2014 Private Placement | 35,786,750 | 12,382,216 | ||||
Change in fair value of derivatives | — | (135,601 | ) | |||
Balance, March 31, 2014 | 50,147,026 | $ | 14,079,560 | |||
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 August 15, 2013 - September 23, 2013, December 31, 2013, February 21, 2014 and March 31, 2014 are as follows: | ||||||
Binomial Assumptions | August 15, 2013 - | December 31, | February 21, | March 31, | ||
23-Sep-13 | 2013 | 2014 | 2014 | |||
Fair market value of asset (1) | $0.28-$0.37 | $0.30 | $0.58 | $0.52 | ||
Exercise price | $0.25-$0.50 | $0.25-$1.25 | $0.35-$0.50 | $0.25-$1.25 | ||
Term (2) | 5.0 years | 3.7 years - 4.7 years | 5.0 years | 3.4 years - 4.9 years | ||
Implied expected life (3) | 5.0 years | 3.7 years - 4.7 years | 5.0 years | 3.4 years - 4.9 years | ||
Volatility range of inputs (4) | 48.46%--81.72% | 40.63%--78.73% | 60% | 40.69%--76.4% | ||
Equivalent volatility (3) | 56.57%--57.55% | 55%--56% | 60% | 53%--55% | ||
Risk-free interest rate range of inputs (5) | 0.04%--1.72% | 0.38%--1.75% | 1.56% | 0.90%--1.73% | ||
Equivalent risk-free interest rate (3) | 0.56%--0.69% | 0.78%--1.75% | 1.56% | 0.90%--1.73% | ||
(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 U.S. Government Securities with periods to maturity consistent with the intervals described in (2), above. | ||||||
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 2) 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 in full. The Company recorded expense resulting from the change in the fair value of the compound embedded derivatives during the three months ended March 31, 2013 in the amount of $644. |
Stockholders_Deficit
Stockholders' Deficit | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' | ||||||||
STOCKHOLDERS' DEFICIT | |||||||||
Authorized Shares | |||||||||
On April 17, 2014, the Company filed a certificate of amendment to its articles of incorporation to increase the number of authorized shares of its common stock from 100,000,000 shares to 200,000,000 shares. The amendment was adopted by stockholders holding a majority of the Company's outstanding shares of common stock by written consent on April 16, 2014. | |||||||||
The Company also has authorized 10,000,000 shares of preferred stock with a par value of $0.0001 of which no shares are outstanding as of March 31, 2014. | |||||||||
2014 Private Placement | |||||||||
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 17,142,864 shares of the Company's common stock at an exercise price of $0.50 per share. The warrants will expire on February 21, 2019, 5 years after the date on which they were issued. | |||||||||
The net proceeds of $10,982,169 from the private placement, following the payment of $1,017,831 in 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 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 filed 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. | |||||||||
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, 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 five-year warrants to purchase 7,118,236 shares of its common stock at an exercise price of $0.25 per share and 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. | |||||||||
Pursuant to the terms of the Securities Purchase Agreements issued in the 2013 Private Placement, the Company filed a registration statement on Form S-1 with the SEC on October 16, 2013 which was declared effective by the SEC on November 8, 2013 for the registration of 8,730,000 shares of issued common stock and 174,732 shares underlying the warrants. The Company intends to seek registration on the remaining shares underlying the warrants during this fiscal year. | |||||||||
Additional Warrant Transactions | |||||||||
During the three months ended March 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 three months ended March 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. | |||||||||
Stock Options | |||||||||
In May 2011, the board of directors adopted the 2011 Equity Incentive Plan of IZEA, Inc. (the “May 2011 Plan”). The May 2011 Plan allows the Company to provide options as an incentive for its employees and consultants. On April 16, 2014, upon consent from holders of a majority of the Company's outstanding voting capital stock, the Company increased the number of shares of common stock available for issuance under the May 2011 Plan from 11,613,715 to 20,000,000 shares. As of March 31, 2014, the Company had 3,646,713 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 March 31, 2014, 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 three months ended March 31, 2014 and the year ended December 31, 2013 is presented below: | |||||||||
Options Outstanding | Common Shares | Weighted Average | Weighted Average | ||||||
Exercise Price | Remaining Life | ||||||||
(Years) | |||||||||
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 | |||||
Granted | 330,000 | 0.48 | |||||||
Exercised | — | — | |||||||
Forfeited | (27,210 | ) | 2.04 | ||||||
Outstanding at March 31, 2014 | 8,053,268 | $ | 0.5 | 7.8 | |||||
Exercisable at March 31, 2014 | 2,573,741 | $ | 0.7 | 8.4 | |||||
During the three months ended March 31, 2014 and 2013, no options were exercised. The outstanding options have an aggregate intrinsic value of $161,065 as of March 31, 2014. There is no aggregate intrinsic value on the exercisable options as of March 31, 2014 since the weighted average exercise price per share exceeded the fair value of $0.52 on such date. | |||||||||
A summary of the nonvested stock option activity under the 2011 Equity Incentive Plans for the three months ended March 31, 2014 and the year ended December 31, 2013 is presented below: | |||||||||
Nonvested Options | Common Shares | Weighted Average | Weighted Average | ||||||
Grant Date | Remaining Years | ||||||||
Fair Value | to Vest | ||||||||
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 | |||||
Granted | 330,000 | 0.24 | |||||||
Vested | (654,816 | ) | 0.23 | ||||||
Forfeited | (5,020 | ) | 0.66 | ||||||
Nonvested at March 31, 2014 | 5,479,527 | $ | 0.25 | 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 three months ended March 31, 2014 and 2013 was $115,338 and $39,460, 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 $1,267,693 is estimated to be recognized over the weighted-average vesting period of three years. | |||||||||
Restricted Stock Issued for Services | |||||||||
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 and during the three months ended March 31, 2014. | |||||||||
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. | |||||||||
Effective January 1, 2014, the Company entered into a one year agreement to pay $7,500 per month and 100,000 shares of restricted stock per quarter to a firm to provide investor relations services. In accordance with the agreement, the Company issued 100,000 shares of restricted common stock valued at $30,110 on January 1, 2014 and 100,000 shares of restricted common stock valued at $52,000 on April 1, 2014. | |||||||||
The following tables contain summarized information about nonvested restricted stock outstanding during the three months ended March 31, 2014 and the year ended December 31, 2013: | |||||||||
Restricted Stock | Common Shares | ||||||||
Nonvested at December 31, 2012 | 48,582 | ||||||||
Granted | 1,354,412 | ||||||||
Vested | (1,402,994 | ) | |||||||
Forfeited | — | ||||||||
Nonvested at December 31, 2013 | — | ||||||||
Granted | 141,931 | ||||||||
Vested | (141,931 | ) | |||||||
Forfeited | — | ||||||||
Nonvested at March 31, 2014 | — | ||||||||
Total stock-based compensation expense recognized for vested restricted stock awards during the three months ended March 31, 2013 was $46,785, of which $8,125 is included in sales and marketing expense, $38,660 is included in general and administrative expense. Total stock-based compensation expense recognized for vested restricted stock awards during the three months ended March 31, 2014 was $58,360 and 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 three months ended March 31, 2013 was $47,220 and the change in the fair value of the issued but nonvested shares was $28,914. The fair value of the restricted stock issued during the three months ended March 31, 2014 was $30,110. |
Loss_Per_Common_Share
Loss Per Common Share | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Earnings Per Share [Abstract] | ' | ||||||
Earnings Per Share [Text Block] | ' | ||||||
LOSS PER COMMON SHARE | |||||||
Net losses were reported during the three months ended March 31, 2014 and 2013. As such, the Company excluded the following items from the computation of diluted loss per common share as their effect would be anti-dilutive: | |||||||
Three Months Ended | |||||||
March 31, | March 31, | ||||||
2014 | 2013 | ||||||
Stock options | 8,053,268 | 2,561,843 | |||||
Warrants | 54,392,749 | 182,027 | |||||
Restricted stock | 1,729,431 | 41,230 | |||||
Potential conversion of Series A convertible preferred stock | — | 3,788 | |||||
Total excluded shares | 64,175,448 | 2,788,888 | |||||
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
RELATED PARTY TRANSACTIONS | |
During the three months ended March 31, 2014, the Company incurred approximately $75,000 in legal fees payable to Northwest Broadcasting, Inc. where Brian Brady, a director, is the President and Chief Executive Officer. The legal fees are included as part of the offering related expenses in the 2014 Private Placement. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
COMMITMENTS & CONTINGENCIES | |
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. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
SUBSEQUENT EVENTS | |
No material events have occurred since March 31, 2014 that require recognition or disclosure in the financial statements, except as follows: | |
On April 16, 2014, stockholders holding a majority of the Company's outstanding shares of common stock, upon previous recommendation and approval of the Board of Directors, adopted the IZEA, Inc. 2014 Employee Stock Purchase Plan (the “ESPP”) and reserved 1,500,000 shares of the Company's common stock for issuance thereunder. Any employee regularly employed by our company for 90 days or more on a full-time or part-time basis (20 hours or more per week on a regular schedule) will be eligible to participate in the ESPP. The ESPP will operate in successive six month offering periods commencing at the beginning of each fiscal year half. Each eligible employee who has elected to participate may purchase up to 10% of their annual compensation in common stock not to exceed $21,250 annually or 20,000 shares per offering period. The purchase price will be the lower of (i) 85% of the fair market value of a share of common stock on the first trading day of the offering period or (ii) 85% of the fair market value of a share of common stock on the last trading day of the offering period. The ESPP will continue until January 1, 2024, unless otherwise terminated by the Board. As of May 9, 2014, no shares have been issued under the ESPP. | |
On April 17, 2014, the Company filed a certificate of amendment to its articles of incorporation to increase the number of authorized shares of its common stock from 100,000,000 shares to 200,000,000 shares. The amendment was adopted by stockholders holding a majority of the Company's outstanding shares of common stock by written consent on April 16, 2014. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Accounting Policies [Abstract] | ' | ||||
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 March 31, 2014 and December 31, 2013. 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 three months ended March 31, 2014 and 2013. | |||||
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 March 31, 2014, three customers accounted for 51% of total accounts receivable in the aggregate, each of which accounted for more than 10% of the Company’s accounts receivable. At December 31, 2013, the Company had two customers which accounted for 23% of total accounts receivable in the aggregate. The Company had two customers that accounted for 22% of its revenue during the three months ended March 31, 2014. The Company had no customers that accounted for more than 10% of its revenue during the three months ended March 31, 2013. | |||||
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. | |||||
Software Development Costs, Policy [Policy Text Block] | ' | ||||
Software Development Costs | |||||
The Company is in the process of developing a new platform called the IZEA Exchange (IZEAx). IZEAx is designed to provide a unified ecosystem that enables the creation of multiple types of content including blog posts, status updates, videos and photos through a wide variety of social channels including blogs, Twitter, Facebook, Instagram, Tumblr and LinkedIn, among others. 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 capitalized $206,529 in payroll and benefit costs to software development costs in the consolidated balance sheet during the three months ended March 31, 2014. The Company determined that on April 15, 2013, the project became technologically feasible and the development phase began. On March 17, 2014, the Company launched a public beta of IZEA.com powered by IZEAx. | |||||
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 three months ended March 31, 2014 and 2013 were approximately $31,415 and $25,000, 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. | |||||
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 March 31, 2014 (see Note 3). 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 4) 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. 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 three months ended March 31, 2014 and 2013: | |||||
Three Months Ended | |||||
2011 Equity Incentive Plans Assumptions | March 31, | March 31, | |||
2014 | 2013 | ||||
Expected term | 5 years | 10 years | |||
Weighted average volatility | 56.00% | 52.72% | |||
Weighted average risk free interest rate | 1.60% | 1.91% | |||
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. Average expected forfeiture rates were 14.42% and 50.21% during the three months ended March 31, 2014 and 2013. | |||||
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 2013 financial statements to conform to the 2014 presentation. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Accounting Policies [Abstract] | ' | ||||
Property, Plant and Equipment [Table Text Block] | ' | ||||
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 | ||||
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 three months ended March 31, 2014 and 2013: | |||||
Three Months Ended | |||||
2011 Equity Incentive Plans Assumptions | March 31, | March 31, | |||
2014 | 2013 | ||||
Expected term | 5 years | 10 years | |||
Weighted average volatility | 56.00% | 52.72% | |||
Weighted average risk free interest rate | 1.60% | 1.91% | |||
Expected dividends | — | — |
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Tables) | 3 Months Ended | |||||
Mar. 31, 2014 | ||||||
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 August 15, 2013 - September 23, 2013, December 31, 2013, February 21, 2014 and March 31, 2014 are as follows: | ||||||
Binomial Assumptions | August 15, 2013 - | December 31, | February 21, | March 31, | ||
23-Sep-13 | 2013 | 2014 | 2014 | |||
Fair market value of asset (1) | $0.28-$0.37 | $0.30 | $0.58 | $0.52 | ||
Exercise price | $0.25-$0.50 | $0.25-$1.25 | $0.35-$0.50 | $0.25-$1.25 | ||
Term (2) | 5.0 years | 3.7 years - 4.7 years | 5.0 years | 3.4 years - 4.9 years | ||
Implied expected life (3) | 5.0 years | 3.7 years - 4.7 years | 5.0 years | 3.4 years - 4.9 years | ||
Volatility range of inputs (4) | 48.46%--81.72% | 40.63%--78.73% | 60% | 40.69%--76.4% | ||
Equivalent volatility (3) | 56.57%--57.55% | 55%--56% | 60% | 53%--55% | ||
Risk-free interest rate range of inputs (5) | 0.04%--1.72% | 0.38%--1.75% | 1.56% | 0.90%--1.73% | ||
Equivalent risk-free interest rate (3) | 0.56%--0.69% | 0.78%--1.75% | 1.56% | 0.90%--1.73% | ||
(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 U.S. Government Securities with periods to maturity consistent with the intervals described in (2), above. | ||||||
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 three months ended March 31, 2014 and for the year ended December 31, 2013: | ||||||
Linked Common | Warrant | |||||
Shares to | Liability | |||||
Derivative Warrants | ||||||
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 | |||
Issuance of warrants to investors in 2014 Private Placement | 35,786,750 | 12,382,216 | ||||
Change in fair value of derivatives | — | (135,601 | ) | |||
Balance, March 31, 2014 | 50,147,026 | $ | 14,079,560 | |||
Stockholders_Deficit_Tables
Stockholders' Deficit (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
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 three months ended March 31, 2014 and the year ended December 31, 2013 is presented below: | |||||||||
Options Outstanding | Common Shares | Weighted Average | Weighted Average | ||||||
Exercise Price | Remaining Life | ||||||||
(Years) | |||||||||
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 | |||||
Granted | 330,000 | 0.48 | |||||||
Exercised | — | — | |||||||
Forfeited | (27,210 | ) | 2.04 | ||||||
Outstanding at March 31, 2014 | 8,053,268 | $ | 0.5 | 7.8 | |||||
Exercisable at March 31, 2014 | 2,573,741 | $ | 0.7 | 8.4 | |||||
Stock options | ' | ||||||||
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 three months ended March 31, 2014 and the year ended December 31, 2013 is presented below: | |||||||||
Nonvested Options | Common Shares | Weighted Average | Weighted Average | ||||||
Grant Date | Remaining Years | ||||||||
Fair Value | to Vest | ||||||||
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 | |||||
Granted | 330,000 | 0.24 | |||||||
Vested | (654,816 | ) | 0.23 | ||||||
Forfeited | (5,020 | ) | 0.66 | ||||||
Nonvested at March 31, 2014 | 5,479,527 | $ | 0.25 | 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 three months ended March 31, 2014 and the year ended December 31, 2013: | |||||||||
Restricted Stock | Common Shares | ||||||||
Nonvested at December 31, 2012 | 48,582 | ||||||||
Granted | 1,354,412 | ||||||||
Vested | (1,402,994 | ) | |||||||
Forfeited | — | ||||||||
Nonvested at December 31, 2013 | — | ||||||||
Granted | 141,931 | ||||||||
Vested | (141,931 | ) | |||||||
Forfeited | — | ||||||||
Nonvested at March 31, 2014 | — | ||||||||
Loss_Per_Common_Share_Tables
Loss Per Common Share (Tables) | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Earnings Per Share [Abstract] | ' | ||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | ' | ||||||
Net losses were reported during the three months ended March 31, 2014 and 2013. As such, the Company excluded the following items from the computation of diluted loss per common share as their effect would be anti-dilutive: | |||||||
Three Months Ended | |||||||
March 31, | March 31, | ||||||
2014 | 2013 | ||||||
Stock options | 8,053,268 | 2,561,843 | |||||
Warrants | 54,392,749 | 182,027 | |||||
Restricted stock | 1,729,431 | 41,230 | |||||
Potential conversion of Series A convertible preferred stock | — | 3,788 | |||||
Total excluded shares | 64,175,448 | 2,788,888 | |||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Accounts Receivable and Concentration of Credit Risk (Details) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
customer | customer | customer | |
Accounting Policies [Abstract] | ' | ' | ' |
Accounts receivable, number of major customers (customers) | 3 | ' | 2 |
Accounts receivable, major customer (percentage) | 51.00% | ' | 23.00% |
Revenue, number of major customer (customers) | 2 | 0 | ' |
Revenue, major customer (percentage) | 22.00% | ' | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Property and Equipment (Details) | 3 Months Ended |
Mar. 31, 2014 | |
Computer Equipment [Member] | ' |
Significant Accounting Policies [Line Items] | ' |
Property, plant and equipment, useful life (in years) | '3 years |
Office Equipment [Member] | Minimum [Member] | ' |
Significant Accounting Policies [Line Items] | ' |
Property, plant and equipment, useful life (in years) | '3 years |
Office Equipment [Member] | Maximum [Member] | ' |
Significant Accounting Policies [Line Items] | ' |
Property, plant and equipment, useful life (in years) | '10 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_Account5
Summary of Significant Accounting Policies - Software Costs (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Software development costs | $206,529 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies - Revenue Recognition (Details) | 3 Months Ended |
Mar. 31, 2014 | |
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_Account7
Summary of Significant Accounting Policies - Advertising Costs (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Accounting Policies [Abstract] | ' | ' |
Advertising expense | $31,415 | $25,000 |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies - Stock-Based Compensation (Details) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Significant Accounting Policies [Line Items] | ' | ' |
Current average expected forfeiture rate (percentage) | 14.42% | 50.21% |
Equity Incentive 2011 Plan [Member] | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' |
Expected term (in years) | '5 years | '10 years |
Weighted average volatility (percentage) | 56.00% | 52.72% |
Weighted average risk free interest rate (percentage) | 1.60% | 1.91% |
Expected dividends | 0.00% | 0.00% |
Notes_Payable_Convertible_Note
Notes Payable - Convertible Notes Payable (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||
Feb. 04, 2013 | Dec. 31, 2012 | Feb. 03, 2012 | 4-May-12 | Sep. 23, 2013 | Aug. 15, 2013 | Aug. 15, 2013 | Aug. 15, 2013 | |
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] | |
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, convertible, conversion percentage (percentage) | ' | ' | 90.00% | 90.00% | ' | ' | ' | ' |
Compound embedded derivative | ' | ' | 12,151 | 15,625 | ' | ' | ' | ' |
Debt conversion, converted instrument, amount (in dollars) | 112,150 | 437,850 | ' | ' | ' | ' | ' | ' |
Conversion of notes payable into common stock (shares) | 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% | ' | ' | ' | ' |
Debt conversion, converted instrument, amount (in dollars) | ' | ' | ' | ' | $1,376,618 | $75,000 | $12,366 | ' |
Conversion of notes payable into common stock (shares) | ' | ' | ' | ' | 5,506,472 | ' | ' | 349,464 |
Notes_Payable_Bridge_Bank_Cred
Notes Payable - Bridge Bank Credit Agreement (Details) (USD $) | 0 Months Ended | 3 Months Ended | |
Mar. 01, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | |
Debt Instrument [Line Items] | ' | ' | ' |
Fair value of warrants issued | $7,209 | $12,382,216 | ' |
Interest expense, notes payable | ' | 0 | 9,124 |
Amortization of financing costs | ' | 5,842 | 4,485 |
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 | ' | 38,801 | ' |
Fair value of warrants issued | ' | 7,209 | ' |
Debt issuance cost amortization period (in years) | ' | '1 year | ' |
Additional Paid-in Capital [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Fair value of warrants issued | ' | $12,382,216 | ' |
Derivative_Financial_Instrumen2
Derivative Financial Instruments - Warrants Liability (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 1 Months Ended | 0 Months Ended | 3 Months Ended | |||||||||||||
Feb. 21, 2014 | Nov. 08, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Nov. 08, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Feb. 04, 2013 | Mar. 31, 2014 | Feb. 21, 2014 | Feb. 21, 2014 | Sep. 23, 2013 | Sep. 23, 2013 | Feb. 21, 2014 | Feb. 21, 2014 | Mar. 31, 2014 | Feb. 21, 2014 | Mar. 31, 2014 | Sep. 23, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Warrant [Member] | Warrant [Member] | Warrant [Member] | Private Transaction with a Warrant Holder [Member] | Private Transaction with a Warrant Holder [Member] | Warrants - $0.35 excise price [Member] | Warrants - $0.35 excise price [Member] | Warrants - $0.25 exercise price [Member] | Warrants - $0.50 exercise price [Member] | Warrants - $0.50 exercise price [Member] | Warrants - $0.50 exercise price [Member] | 2014 Activity [Member] | 2014 Activity [Member] | 2013 Activity [Member] | 2013 Activity [Member] | 2012 Activity [Member] | 2011 Activity [Member] | 2011 Activity [Member] | 2011 Activity [Member] | |||||
Private Placement Agent [Member] | Private Placement Agent [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | ||||||||||||||
May 2011 Offering [Member] | |||||||||||||||||||||||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of warrant or right, expiration period | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | '5 years | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of warrants, public offering (shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 110,000 | 250 | ' | 13,554 |
Conversion of notes payable into common stock (shares) | ' | ' | ' | ' | ' | ' | ' | 5,001 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on exchange of warrants and debt | ' | ' | $0 | $732 | ' | ' | ' | ' | $732 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of warrant or right, number of securities called by warrants or rights (shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,142,864 | 750,511 | 7,118,236 | 7,118,236 | 17,142,864 | 750,511 | ' | ' | ' | ' | ' | ' | ' | ' |
Class of warrant or right, exercise price of warrants or rights (per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.35 | 0.35 | 0.25 | 0.5 | 0.5 | 0.5 | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of warrants issued to investors in private placement (shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,020,290 | 12,382,216 | 4,050,800 | 2,344,899 | ' | ' | ' | ' |
Stockholders' equity note, changes in capital structure, subsequent changes to number of common shares | ' | 8,730,000 | ' | ' | 174,732 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative liability, fair value, gross liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,470 | 0 | ' | ' |
Change in fair value of derivative | ' | ' | ' | ' | ' | ($14,079,560) | $514,704 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $135,601 | ($7,480) | ' |
Derivative_Financial_Instrumen3
Derivative Financial Instruments - Fair Value Derivative Warrants (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | Feb. 21, 2014 | Mar. 31, 2014 | Sep. 23, 2013 |
Warrant [Member] | Warrant [Member] | Warrant [Member] | 2014 Activity [Member] | 2014 Activity [Member] | 2013 Activity [Member] | 2013 Activity [Member] | |||
Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | ||||||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Shares linked to Derivative Warrants | ' | ' | ' | 14,360,276 | 128,350 | ' | ' | ' | ' |
Warrant liability | $14,079,560 | $1,832,945 | ' | $1,832,945 | $2,750 | ' | ' | ' | ' |
Class of warrant or right, issuance of warrants to investors in private placement | ' | ' | 35,786,750 | 14,236,472 | ' | ' | ' | ' | ' |
Fair value of warrants issued to investors in private placement (shares) | ' | ' | ' | ' | ' | 10,020,290 | 12,382,216 | 4,050,800 | 2,344,899 |
Issuance of warrants with preferred stock financing | ' | ' | 0 | 4,546 | ' | ' | ' | ' | ' |
Fair value of warrants issued with preferred stock financing | ' | ' | 135,601 | 0 | ' | ' | ' | ' | ' |
Change in fair value of warrant derivatives | ' | ' | 50,147,026 | 0 | ' | ' | ' | ' | ' |
Change in fair value of derivative | ' | ' | ($14,079,560) | $514,704 | ' | ' | ' | ' | ' |
Derivative_Financial_Instrumen4
Derivative Financial Instruments - Binomial Assumptions (Details) (USD $) | 0 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Feb. 21, 2014 | Sep. 23, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Feb. 21, 2014 | Sep. 23, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Feb. 21, 2014 | Sep. 23, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Feb. 21, 2014 | ||||||||||||
Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Debt [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [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] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [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] | Binomial Lattice Option Valuation Technique [Member] | |||||||||||||||||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Fair market value of asset (per share) | ' | ' | $0.52 | [1] | $0.30 | [1] | $0.58 | [1] | $0.28 | [1] | ' | ' | ' | $0.37 | [1] | ' | ' | ' | ||||||
Exercise price (per share) | ' | ' | ' | ' | ' | $0.25 | $0.25 | $0.25 | $0.25 | $0.50 | $1.25 | $1.25 | $0.35 | |||||||||||
Term (in years) | '5 years | [2] | '5 years 0 months | [2] | ' | ' | ' | ' | '3 years 5 months | [2] | '3 years 8 months | [2] | ' | ' | '4 years 11 months | [2] | '4 years 8 months | [2] | ' | |||||
Implied expected life (in years) | '5 years | [3] | '5 years 0 months | [3] | ' | ' | ' | ' | '3 years 5 months | [3] | '3 years 8 months | [3] | ' | ' | '4 years 11 months | [3] | '4 years 8 months | [3] | ' | |||||
Volatility range of inputs (percentage) | 60.00% | [4] | ' | ' | ' | ' | 48.46% | [4] | 40.69% | [4] | 40.63% | [4] | ' | 81.72% | [4] | 76.40% | [4] | 78.73% | [4] | ' | ||||
Equivalent volatility (percentage) | 60.00% | [3] | ' | ' | ' | ' | 56.57% | [3] | 53.00% | [3] | 55.00% | [3] | ' | 57.55% | [3] | 55.00% | [3] | 56.00% | [3] | ' | ||||
Risk-free interest rate range of inputs (percentage) | 1.56% | [5] | ' | ' | ' | ' | 0.04% | [5] | 0.90% | [5] | 0.38% | [5] | ' | 1.72% | [5] | 1.73% | [5] | 1.75% | [5] | ' | ||||
Equivalent risk-free interest rate (percentage) | 1.56% | [3] | ' | ' | ' | ' | 0.56% | [3] | 0.90% | [3] | 0.78% | [3] | ' | 0.69% | [3] | 1.73% | [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 U.S. Government Securities with periods to maturity consistent with the intervals described in (2), above. |
Derivative_Financial_Instrumen5
Derivative Financial Instruments - Compound Embedded Derivative (Details) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2012 | Jun. 06, 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] | ||||||
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) | ' | ' | 773,983 | 2,069,439 | ' | ' |
Debt instrument, convertible, conversion price (per share) | ' | ' | $0.14 | $0.21 | ' | ' |
Embedded derivative, conversion of notes into common stock | ' | ' | ' | ' | ' | 12,461 |
Compound embedded derivatives, change in fair value of derivatives | ($644) | ' | ' | ' | ' | ' |
Stockholders_Deficit_Details
Stockholders' Deficit (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Common stock, shares authorized (shares) | 100,000,000 | 100,000,000 |
Series A Preferred stock, shares authorized (shares) | 10,000,000 | ' |
Series A Preferred stock, par value (per share) | $0.00 | ' |
Stockholders_Deficit_Authorize
Stockholders' Deficit - Authorized Shares (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Apr. 17, 2014 |
Subsequent Event - April 17, 2014 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Common stock, shares authorized (shares) | 100,000,000 | 100,000,000 | 200,000,000 |
Series A Preferred stock, shares authorized (shares) | 10,000,000 | ' | ' |
Series A Preferred stock, par value (per share) | $0.00 | ' | ' |
Stockholders_Deficit_Private_P
Stockholders' Deficit - Private Placement (Details) (USD $) | 0 Months Ended | 1 Months Ended | 1 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||
Feb. 21, 2014 | Nov. 08, 2013 | Sep. 23, 2013 | Sep. 23, 2013 | Feb. 21, 2014 | Sep. 23, 2013 | Sep. 23, 2013 | Feb. 21, 2014 | Feb. 21, 2014 | Mar. 31, 2014 | Feb. 21, 2014 | Feb. 21, 2014 | Feb. 21, 2014 | Nov. 08, 2013 | |
Common Stock [Member] | Warrants - $0.35 excise price [Member] | Warrants - $0.25 exercise price [Member] | Warrants - $0.50 exercise price [Member] | Warrants - $0.50 exercise price [Member] | 2014 Private Placement [Member] | 2014 Private Placement [Member] | Private Placement Agent [Member] | Private Placement Agent [Member] | Private Placement Agent [Member] | Warrant [Member] | ||||
Common Stock [Member] | Common Stock [Member] | Warrants - $0.35 excise price [Member] | Warrants - $0.50 exercise price [Member] | |||||||||||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share price | ' | ' | ' | $0.25 | ' | ' | ' | ' | ' | $0.35 | ' | ' | ' | ' |
Proceeds from Issuance of Debt | ' | ' | ' | ' | ' | ' | ' | ' | $12,000,000 | ' | ' | ' | ' | ' |
Class of warrant or right, expiration period | '5 years | ' | ' | ' | ' | '5 years | '5 years | ' | ' | ' | ' | ' | '5 years | ' |
Payments for professional services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 814,850 | ' | ' | ' |
Number of warrants issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' |
Class of warrant or right, number of securities called by warrants or rights (shares) | ' | ' | ' | ' | 17,142,864 | 7,118,236 | 7,118,236 | 17,142,864 | ' | ' | ' | 750,511 | 750,511 | ' |
Class of warrant or right, exercise price of warrants or rights (per share) | ' | ' | ' | ' | 0.35 | 0.25 | 0.5 | 0.5 | ' | ' | ' | 0.35 | 0.5 | ' |
Proceeds from issuance of private placement | ' | ' | 2,182,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued during period, shares, new issues | ' | ' | ' | 8,730,000 | ' | ' | ' | ' | 34,285,728 | ' | ' | ' | ' | ' |
Debt conversion, converted instrument, amount (in dollars) | ' | ' | ' | $1,376,618 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of notes payable into common stock (shares) | ' | ' | ' | 5,506,472 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders' equity note, changes in capital structure, subsequent changes to number of common shares | ' | 8,730,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 174,732 |
Stockholders_Deficit_Additiona
Stockholders' Deficit - Additional Warrant Transactions (Details) (USD $) | 0 Months Ended | 3 Months Ended |
Mar. 01, 2013 | Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Loss on exchange of warrants (in dollars) | ' | ($732) |
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 | 12,382,216 |
Secured Line of Credit Facility [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Line of credit facility, maximum borrowing capacity | 1,500,000 | ' |
Fair value of warrants issued | ' | $7,209 |
Private Transaction with Warrant Holders [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Issuance of warrants with preferred stock financing | ' | 5,001 |
Stockholders_Deficit_Stock_Opt
Stockholders' Deficit - Stock Options (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||||||||||||||||
Apr. 16, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | 12-May-11 | Aug. 22, 2011 | Aug. 22, 2011 | Aug. 22, 2011 | Aug. 22, 2011 | Aug. 22, 2011 | Aug. 22, 2011 | Jan. 02, 2014 | Oct. 01, 2013 | Jan. 03, 2013 | Apr. 16, 2014 | |
Restricted Stock [Member] | Restricted Stock [Member] | Stock options | Stock options | 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] | Individual Stock Ownership in Excess of 10 Percent [Member] | Twelve Months After Grant Date [Member] | Monthly in equal installments [Member] | Investor Relations Services [Member] | Investor Relations Services [Member] | Investor Relations Services [Member] | Investor Relations Services [Member] | |||
Stock options | 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] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Subsequent Event 2 - April 16, 2014 | ||||||||||||
Stock options | Restricted Stock [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | ' | $161,065 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average exercise price, exercisable | ' | $0.52 | ' | ' | ' | ' | $0.70 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options, shares authorized (shares) | ' | ' | ' | ' | ' | ' | ' | ' | 11,613,715 | 87,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares reserved for future issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | 50,000 | 100,000 | 20,000,000 |
Common stock, capital shares reserved for future issuance (shares) | ' | ' | ' | ' | ' | ' | 3,646,713 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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) | '90 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' |
Expected term (in years) | ' | ' | ' | ' | ' | ' | '5 years | '10 years | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation, requisite service period recognition | ' | ' | 58,360 | 46,785 | 115,338 | 39,460 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Nonvested awards, total compensation cost not yet recognized | ' | ' | ' | ' | $1,267,693 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ' | ' | ' |
Weighted average exercise price, exercisable | $0.52 | ' | ' |
Equity Incentive 2011 Plan [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' | ' | ' |
Common shares, outstanding beginning of period | 7,750,478 | 391,977 | ' |
Common shares, granted | 330,000 | 8,620,062 | ' |
Common shares, exercises | 0 | 0 | ' |
Common shares, forfeited | -27,210 | -1,261,561 | ' |
Common shares, outstanding end of period | 8,053,268 | 7,750,478 | 391,977 |
Common shares, excercisable | 2,573,741 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ' | ' | ' |
Weighted average exercise price, beginning of period | $0.51 | $5.87 | ' |
Weighted average exercise price, granted | $0.48 | $0.26 | ' |
Weighted average exercise price, exercised | $0 | $0 | ' |
Weighted average exercise price, forfeited | $2.04 | $0.49 | ' |
Weighted average exercise price, end of period | $0.50 | $0.51 | $5.87 |
Weighted average exercise price, exercisable | $0.70 | ' | ' |
Weighted average remaining life (years), outstanding | '7 years 9 months | '8 years 1 month | '4 years 4 months |
Weighted average remaining life (years), exercisable | '8 years 5 months | ' | ' |
Stockholders_Deficit_Schedule_1
Stockholders' Deficit - Schedule of Nonvested Stock Option Activity (Details) (Equity Incentive 2011 Plan [Member], USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
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 | 5,809,363 | 308,627 | ' |
Common shares, granted | 330,000 | 8,620,062 | ' |
Common shares, vested | -654,816 | -1,871,201 | ' |
Common shares, forfeited | -5,020 | -1,248,125 | ' |
Common shares, nonvested end of period | 5,479,527 | 5,809,363 | 308,627 |
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 | $0.24 | $2.17 | ' |
Weighted average grant date fair value, granted | $0.24 | $0.20 | ' |
Weighted average grant date fair value, vested | $0.23 | $0.36 | ' |
Weighted average grant date fair value, forfeited | $0.66 | $0.23 | ' |
Weighted average grant date fair value, nonvested end of period | $0.25 | $0.24 | $2.17 |
Weighted average remaining years to vest | '3 years 4 months | '3 years 4 months | '2 years 11 months |
Stockholders_Deficit_Restricte
Stockholders' Deficit - Restricted Stock Issued for Services (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 3 Months Ended | ||||||||||||||||
Sep. 30, 2013 | Jan. 03, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Sep. 30, 2013 | 16-May-13 | Jan. 03, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Jan. 03, 2013 | Jan. 31, 2013 | Oct. 01, 2013 | 16-May-13 | Jan. 02, 2014 | Oct. 01, 2013 | Jan. 03, 2013 | Jan. 02, 2014 | Oct. 01, 2013 | 1-May-13 | Jan. 03, 2013 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [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] | Investor Relations Services [Member] | Investor Relations Services [Member] | Selling and Marketing Expense [Member] | General and Administrative Expense [Member] | General and Administrative Expense [Member] | Subsequent Event 4 - April 1, 2014 [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] | Investor Relations Services [Member] | ||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, shares issued in period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued during period, shares, issued for services | ' | ' | ' | ' | 823,090 | 30,000 | 20,000 | ' | ' | ' | ' | 25,000 | 85,661 | ' | ' | ' | 30,110 | 19,000 | 100,000 | 100,000 | ' | ' | ' | 52,000 |
Stock issuance costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9,500 | ' | ' |
Stock issued during period, value, issued for services | ' | ' | ' | ' | ' | 6,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | 26,500 | ' | ' | ' | ' |
Stock issued during period, value, purchase of assets | ' | 4,820 | ' | ' | ' | ' | ' | ' | ' | 15,900 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments for professional services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,500 | 5,000 | 4,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares reserved for future issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | 50,000 | ' | 100,000 | ' | ' | ' | 100,000 |
Share-based compensation, requisite service period recognition | ' | ' | ' | ' | ' | ' | ' | 58,360 | 46,785 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,125 | ' | 38,660 | ' |
Restricted stock, fair value | ' | ' | 30,110 | 47,220 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' | $28,914 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Deficit_Schedule_2
Stockholders' Deficit - Schedule of Nonvested Restricted Stock Outstanding (Details) (Restricted Stock [Member]) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Restricted Stock [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' | ' |
Nonvested beginning of period | 0 | 48,582 |
Granted | 141,931 | 1,354,412 |
Vested | -141,931 | -1,402,994 |
Forfeited | 0 | 0 |
Nonvested end of period | 0 | 0 |
Loss_Per_Common_Share_Details
Loss Per Common Share (Details) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive securities excluded from computation of earnings per share | 64,175,448 | 2,788,888 |
Stock options | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive securities excluded from computation of earnings per share | 8,053,268 | 2,561,843 |
Warrants | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive securities excluded from computation of earnings per share | 54,392,749 | 182,027 |
Restricted stock | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive securities excluded from computation of earnings per share | 1,729,431 | 41,230 |
Potential conversion of Series A convertible preferred stock | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive securities excluded from computation of earnings per share | 0 | 3,788 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (Northwest Broadcasting, Inc. [Member], USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Northwest Broadcasting, Inc. [Member] | ' |
Related Party Transaction [Line Items] | ' |
Legal fees | $75,000 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 0 Months Ended | 0 Months Ended | ||||
Apr. 16, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Apr. 17, 2014 | Apr. 16, 2014 | 9-May-14 | |
Subsequent Event - April 17, 2014 | 2014 Employee Stock Purchase Plan [Member] | 2014 Employee Stock Purchase Plan [Member] | ||||
Subsequent Event 2 - April 16, 2014 | Subsequent Event 3 - May 9, 2014 | |||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' |
Common stock, capital shares reserved for future issuance (shares) | ' | ' | ' | ' | 1,500,000 | ' |
Share-based compensation arrangement by share-based payment award, award vesting period (in days) | '90 days | ' | ' | ' | ' | ' |
Annual compensation limit percentage, employee stock purchase plan (percentage) | ' | ' | ' | ' | 10.00% | ' |
Annual compensation limit, employee stock purchase plan | ' | ' | ' | ' | $21,250 | ' |
Shares issuance limit per offering period, employee stock purchase plan (shares) | ' | ' | ' | ' | 20,000 | ' |
Fair market value of shares available for issuance (percentage) | ' | ' | ' | ' | 85.00% | ' |
Stock issued during period, shares, employee stock purchase plans | ' | ' | ' | ' | ' | 0 |
Common stock, shares authorized (shares) | ' | 100,000,000 | 100,000,000 | 200,000,000 | ' | ' |