Document_and_Entity_Informatio
Document and Entity Information Document (USD $) | 9 Months Ended | ||
Sep. 30, 2014 | Nov. 11, 2014 | Jun. 30, 2014 | |
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 | 30-Sep-14 | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'Q3 | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 57,497,631 | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Public Float | ' | ' | $22,425,149 |
Unaudited_Consolidated_Balance
Unaudited Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Current: | ' | ' |
Cash and cash equivalents | $7,879,918 | $530,052 |
Accounts receivable | 1,475,834 | 1,659,802 |
Prepaid expenses | 485,176 | 109,960 |
Other current assets | 150,892 | 83,486 |
Total current assets | 9,991,820 | 2,383,300 |
Property and equipment, net of accumulated depreciation of $220,319 and $205,070 | 275,920 | 156,482 |
Software development costs, net of accumulated amortization of $94,812 and $0 | 474,063 | 362,346 |
Security deposits | 57,641 | 46,574 |
Total assets | 10,799,444 | 2,948,702 |
Current liabilities | ' | ' |
Accounts payable | 642,671 | 817,057 |
Accrued expenses | 452,030 | 365,454 |
Unearned revenue | 1,136,072 | 1,292,228 |
Current portion of capital lease obligations | 60,001 | 43,852 |
Total current liabilities | 2,290,774 | 2,518,591 |
Capital lease obligations, less current portion | 15,601 | 34,013 |
Deferred rent | 74,687 | 14,179 |
Warrant liability | 5,423,124 | 1,832,945 |
Total liabilities | 7,804,186 | 4,399,728 |
Stockholders’ equity (deficit): | ' | ' |
Common stock, $.0001 par value; 200,000,000 shares authorized; 57,497,631 and 22,560,653 issued and outstanding | 5,750 | 2,256 |
Additional paid-in capital | 26,969,728 | 24,672,132 |
Accumulated deficit | -23,980,220 | -26,125,414 |
Total stockholders’ equity (deficit) | 2,995,258 | -1,451,026 |
Total liabilities and stockholders’ equity (deficit) | 10,799,444 | 2,948,702 |
Series A Convertible Preferred Stock [Member] | ' | ' |
Stockholders’ equity (deficit): | ' | ' |
Series A convertible preferred stock; $.0001 par value; 240 shares authorized; no shares issued and outstanding | $0 | $0 |
Unaudited_Consolidated_Balance1
Unaudited Consolidated Balance Sheets Parentheticals (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $220,319 | $205,070 |
Capitalized Computer Software, Accumulated Amortization | $94,812 | $0 |
Common stock, par value (per share) | $0.00 | $0.00 |
Common stock, shares authorized (shares) | 200,000,000 | 100,000,000 |
Common stock, shares, issued (shares) | 57,497,631 | 22,560,653 |
Common stock, shares outstanding (shares) | 57,497,631 | 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 | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenue | $1,931,671 | $1,565,851 | $5,857,946 | $4,666,399 |
Cost of sales | 692,217 | 499,127 | 1,998,406 | 1,846,130 |
Gross profit | 1,239,454 | 1,066,724 | 3,859,540 | 2,820,269 |
Operating expenses: | ' | ' | ' | ' |
General and administrative | 2,320,142 | 1,655,727 | 6,340,796 | 4,594,888 |
Sales and marketing | 482,045 | 63,436 | 986,195 | 272,695 |
Total operating expenses | 2,802,187 | 1,719,163 | 7,326,991 | 4,867,583 |
Loss from operations | -1,562,733 | -652,439 | -3,467,451 | -2,047,314 |
Other income (expense): | ' | ' | ' | ' |
Interest expense | -5,519 | -14,439 | -20,587 | -52,435 |
Loss on exchange of warrants and debt | 0 | -93,482 | 0 | -94,214 |
Change in fair value of derivatives and notes payable carried at fair value, net | 2,250,344 | -215,092 | 5,625,555 | -558,869 |
Other income (expense), net | 3,278 | 150 | 7,677 | 230 |
Total other income (expense) | 2,248,103 | -322,863 | 5,612,645 | -705,288 |
Net income (loss) | $685,370 | ($975,302) | $2,145,194 | ($2,752,602) |
Weighted average common shares outstanding – basic | 57,350,743 | 12,996,717 | 50,584,635 | 9,034,361 |
Basic income (loss) per common share | $0.01 | ($0.08) | $0.04 | ($0.30) |
Weighted average common shares outstanding – diluted | 69,428,993 | 12,996,717 | 63,663,192 | 9,034,361 |
Diluted income (loss) per common share | $0.01 | ($0.08) | $0.03 | ($0.30) |
Unaudited_Consolidated_Stateme1
Unaudited Consolidated Statement of Stockholders' Equity (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 | 10,932,188 | 3,429 | 10,928,759 | ' |
Fair value of warrants issued | -12,382,216 | ' | -12,382,216 | ' |
Fair value of 2013 PPM warrants reclassified from liability to equity | 3,166,482 | ' | 3,166,482 | ' |
Exercise of stock options & warrants (shares) | ' | 451,250 | ' | ' |
Exercise of stock options & warrants | 112,800 | 45 | 112,755 | ' |
Stock purchase plan subscriptions | 724 | ' | 724 | ' |
Stock issued for payment of services (shares) | ' | 200,000 | ' | ' |
Stock issued for payment of services | 82,110 | 20 | 82,090 | ' |
Stock-based compensation | 389,002 | ' | 389,002 | ' |
Net income | 2,145,194 | ' | ' | 2,145,194 |
Balance at Sep. 30, 2014 | $2,995,258 | $5,750 | $26,969,728 | ($23,980,220) |
Balance (shares) at Sep. 30, 2014 | ' | 57,497,631 | ' | ' |
Unaudited_Consolidated_Stateme2
Unaudited Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Statement of Cash Flows [Abstract] | ' | ' |
Net income | $2,145,194 | ($2,752,602) |
Adjustments to reconcile net income (loss) to net cash used for operating activities: | ' | ' |
Depreciation | 65,683 | 36,377 |
Amortization of software development costs and other assets | 103,529 | 33,636 |
Loss on sale of furniture and equipment | 16,192 | 0 |
Bad debt expense | 0 | 24,018 |
Stock-based compensation | 389,002 | 359,251 |
Stock issued or to be issued for payment of services | 147,860 | 416,768 |
Loss on exchange of warrants and debt | 0 | 94,214 |
Change in fair value of derivatives and notes payable carried at fair value, net | -5,625,555 | 558,869 |
Cash provided by (used for): [Abstract] | ' | ' |
Accounts receivable | 183,968 | -760,864 |
Prepaid expenses and other current assets | -454,839 | 17,716 |
Accounts payable | -174,386 | -421,790 |
Accrued expenses | 30,326 | 273,061 |
Unearned revenue | -156,156 | 120,779 |
Deferred rent | 60,508 | ' |
Net cash used for operating activities | -3,268,674 | -2,000,567 |
Cash flows from investing activities: [Abstract] | ' | ' |
Purchase of equipment | -159,974 | -15,064 |
Increase in software development costs | -206,529 | -244,878 |
Security deposits | -11,067 | 1,097 |
Net cash used for investing activities | -377,570 | -258,845 |
Cash flows from financing activities: [Abstract] | ' | ' |
Proceeds from issuance of notes payable, net | 0 | 1,439,798 |
Proceeds from issuance of common stock and warrants, net | 10,932,912 | 2,032,145 |
Proceeds from exercise of stock options & warrants | 112,800 | 0 |
Payments on notes payable and capital leases | -49,602 | -206,789 |
Net cash provided financing activities | 10,996,110 | 3,265,154 |
Net increase in cash and cash equivalents | 7,349,866 | 1,005,742 |
Cash and cash equivalents, beginning of year | 530,052 | 657,946 |
Cash and cash equivalents, end of period | 7,879,918 | 1,663,688 |
Supplemental cash flow information: [Abstract] | ' | ' |
Cash paid during period for interest | 11,870 | 9,902 |
Non-cash financing and investing activities: | ' | ' |
Reclassification of warrants from liability to equity | 3,166,482 | 0 |
Fair value of warrants issued | 12,382,216 | 2,352,108 |
Conversion of notes payable into common stock | 0 | 1,501,229 |
Acquisition of assets through capital lease | $41,339 | $55,369 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies (Notes) | 9 Months Ended | ||||||||
Sep. 30, 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 September 30, 2014, the consolidated statements of operations for the three and nine months ended September 30, 2014 and 2013, the consolidated statement of stockholders' equity (deficit) for the nine months ended September 30, 2014 and the consolidated statements of cash flows for the nine months ended September 30, 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 (“U.S. 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 Securities and Exchange Commission ("SEC"), does not include all of the information and notes required by U.S. GAAP for complete financial statements. Operating results for the nine months ended September 30, 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") was founded in February 2006 under the name PayPerPost, Inc. and became a public company incorporated in the state of Nevada in May 2011. The Company is headquartered in Winter Park, Florida with offices in Chicago and Los Angeles and a sales presence in New York, London and Detroit. | |||||||||
The Company is a leader and pioneer in the social sponsorship space, creating the first social sponsorship marketplace in 2006 with the launch of PayPerPost.com. 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 network of 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. | |||||||||
The Company currently operates multiple online properties including SocialSpark.com and SponsoredTweets.com. In March 2014, the Company launched The IZEA Exchange (IZEAx), a social sponsorship platform designed to replace its older platforms with current technology and provide the infrastructure necessary to support a larger and more diverse social sponsorship ecosystem. 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. The Company is in the process of sunsetting all of its older platforms by the end of 2014 and moving all of its transactions to IZEAx. | |||||||||
Principles of Consolidation | |||||||||
The consolidated financial statements include the accounts of IZEA, Inc. and its wholly-owned subsidiary, IZEA Innovations, Inc. (together, 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. Uncollectibility 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 collectibility 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 September 30, 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 nine months ended September 30, 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 September 30, 2014, there were no customers that accounted for more than 10% of the Company’s accounts receivable in the aggregate. At December 31, 2013, the Company had two customers which accounted for 23% of total accounts receivable in the aggregate. The Company had no customers that accounted for more than 10% of the Company’s revenue during the three months ended September 30, 2014 and two customers that accounted for 33% of its revenue during the three months ended September 30, 2013. The Company had one customer that accounted for 10% of its revenue during the nine months ended September 30, 2014 and one customer that accounted for 13% of its revenue during the nine months ended September 30, 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 | ||||||||
Software Development Costs | 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 | |||||||||
Throughout 2013 and 2014, the Company developed a new web-based advertising exchange 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 $568,875 in direct materials, payroll and benefit costs to software development costs in the consolidated balance sheet as of September 30, 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 and began amortizing the costs over three years. | |||||||||
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) collectibility 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 September 30, 2014 and 2013 were approximately $347,000 and $12,000, respectively. Advertising expense charged to operations for the nine months ended September 30, 2014 and 2013 were approximately $635,000 and $56,000, 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 factor (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 September 30, 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, unearned revenue and accrued expenses. Unless otherwise disclosed, the fair value of the Company’s capital lease obligations approximate their carrying value based upon current rates available to the Company. | |||||||||
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 and nine months ended September 30, 2014 and 2013: | |||||||||
Three Months Ended | Nine Months Ended | ||||||||
2011 Equity Incentive Plans Assumptions | September 30, | September 30, | September 30, | September 30, | |||||
2014 | 2013 | 2014 | 2013 | ||||||
Expected term | 5 years | 10 years | 5 years | 9 years | |||||
Weighted average volatility | 40.37% | 51.72% | 40.83% | 52.02% | |||||
Weighted average risk free interest rate | 1.75% | 2.74% | 1.71% | 2.27% | |||||
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 3.79% and 50.21% during the three months ended September 30, 2014 and 2013, respectively. Average expected forfeiture rates were 7.29% and 50.21% during the nine months ended September 30, 2014 and 2013, respectively. | |||||||||
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. | |||||||||
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. | |||||||||
The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company is currently evaluating the impact of the adoption of ASU 2014-09 on its consolidated financial statements and has not yet determined the method by which it will adopt the standard in 2017. | |||||||||
Reclassifications | |||||||||
Certain items have been reclassified in the 2013 financial statements to conform to the 2014 presentation. |
Notes_Payable
Notes Payable | 9 Months Ended |
Sep. 30, 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 renews annually and requires the Company to pay an annual facility fee of $5,000 (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%. As of September 30, 2014, the Company had no advances outstanding under this agreement. The Company incurred $37,301 in costs related to this loan acquisition including the fair value of warrants issued of $7,209. These costs have been capitalized in the Company's consolidated balance sheet as deferred finance costs and are being amortized to interest expense over one year. | |
Brian Brady Promissory Notes | |
On April 11, 2013 and May 22, 2013, the Company entered into unsecured loan agreements with Brian W. Brady, a director of the Company. Pursuant to these agreements, the Company received short-term loans totaling $750,000 due on May 31, 2013. The notes bore interest at 7% per annum with a default rate of interest at 12% based on a 360-day year. On May 31, 2013, the Company signed an extension and conversion agreement that extended the maturity date to August 31, 2013. Additionally, the parties agreed to allow these notes and all accrued interest thereon to be converted into equity upon closing of the next private placement on the same terms and conditions that will be applicable to other investors in the private placement. In consideration for the extension and conversion agreement, the Company issued Mr. Brady a warrant to purchase 1,000,000 shares of the Company's common stock at $0.25 per share for a period of 5 years. The Company also agreed that upon the first closing of its next private placement it would issue Mr. Brady an additional warrant to purchase 3,187,500 shares of the Company's common stock at $0.25 per share for a period of five years and 1,687,500 restricted stock to be issued upon the earlier of two years after the closing or completion of a transaction resulting in a change of control of the Company. The Company accounted for the extension and conversion agreement associated with these loans as a substantial modification on May 31, 2013 (see Note 3 under Convertible Notes-Carried at Fair Value). | |
On June 7, June 14, July 25 and August 12, 2013, the Company entered into additional unsecured loan agreements with Mr. Brady. Pursuant to these agreements, the Company received short-term loans totaling $520,000 due on August 31, 2013. The notes bore interest at 7% per annum with a default rate of interest at 12% based on a 360-day year. | |
On August 15, 2013, Mr. Brady converted the $1,270,000.00 of total principal, plus $19,252 of accrued interest, into 5,157,008 shares of common stock on the same terms and conditions as were applicable to the other investors in the 2013 Private Placement discussed in Note 4. There were no further amounts owed to Mr. Brady after the conversion. | |
During the three and nine months ended September 30, 2013, interest expense on all the notes amounted to $3,998 and $22,397, 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 September 30, 2014 and 2013, interest expense related to the amortization of finance costs amounted to $1,500 and $7,826, respectively. During the nine months ended September 30, 2014 and 2013, interest expense related to the amortization of finance costs amounted to $8,717 and $20,137, respectively. |
Derivative_Financial_Instrumen
Derivative Financial Instruments | 9 Months Ended | |||||
Sep. 30, 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 registration, conversion or exercise, as applicable, 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 after 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 entered into in connection with 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 the 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. 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 September 30, 2014 was $5,421,694. The Company filed a registration statement on Form S-1 related to these shares on April 7, 2014, which was declared effective by the SEC on May 14, 2014. Although the warrants are currently registered, they still require liability classification due to the provisions for potential exercise price adjustments. | ||||||
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 nine months ended September 30, 2013. | ||||||
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 (See Note 2). 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. Since there was no conversion provision in effect on the note at the time, the conversion was treated as an exchange wherein the difference between the fair value of the newly issued common stock and the carrying value of the note received in the exchange was recognized as a loss on exchange of debt in the amount of $93,482 during the three and nine months ended September 30, 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 entered into in connection with 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 determined that the fair value of these warrants on their issuance date was $2,344,899. 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 filed a registration statement on Form S-1 related to the remaining warrant shares on July 17, 2014, which was declared effective by the SEC on July 29, 2014. The fair value and outstanding derivative warrant liability related to these warrant shares as of July 29, 2014 was $3,166,482. As a result of the registration, the warrants no longer require liability classification and the fair value was reclassified to equity in July 2014. | ||||||
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 September 30, 2014 was $1,430. | ||||||
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 September 30, 2014 was $0. | ||||||
During the three months ended September 30, 2014 and 2013, the Company recorded a gain of $2,250,344 and of $207,462, respectively, due to the change in the fair value of its warrant liability. During the nine months ended September 30, 2014 and 2013, the Company recorded a gain of $5,625,555 and of $207,682, 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 nine months ended September 30, 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 | ||||
Reclassification of fair value of 2013 Private Placement warrants to equity | (14,236,472 | ) | (3,166,482 | ) | ||
Change in fair value of derivatives | — | (5,625,555 | ) | |||
Balance, September 30, 2014 | 35,910,554 | $ | 5,423,124 | |||
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, July 29, 2014 and September 30, 2014 are as follows: | ||||||
Binomial Assumptions | August 15, 2013 - | December 31, | February 21, | July 29, | September 30, | |
23-Sep-13 | 2013 | 2014 | 2014 | 2014 | ||
Fair market value of asset (1) | $0.28-$0.37 | $0.30 | $0.58 | $0.45 | $0.37 | |
Exercise price | $0.25-$0.50 | $0.25-$1.25 | $0.35-$0.50 | $0.25-$0.50 | $0.35-$1.25 | |
Term (2) | 5.0 years | 3.7 - 4.7 years | 5.0 years | 4.1 - 4.2 years | 2.9 - 4.4 years | |
Implied expected life (3) | 5.0 years | 3.7 - 4.7 years | 5.0 years | 4.1 - 4.2 years | 2.9 - 4.4 years | |
Volatility range of inputs (4) | 48.46%--81.72% | 40.63%--78.73% | 60% | 40%--76% | 41%--74% | |
Equivalent volatility (3) | 56.57%--57.55% | 55%--56% | 60% | 53% | 45%--53% | |
Risk-free interest rate range of inputs (5) | 0.04%--1.72% | 0.38%--1.75% | 1.56% | 1.35% | 1.07%--1.78% | |
Equivalent risk-free interest rate (3) | 0.56%--0.69% | 0.78%--1.75% | 1.56% | 1.35% | 1.07%--1.78% | |
(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. | ||||||
Convertible Notes-Carried At Fair value | ||||||
On May 31, 2013, the Company signed a loan extension and conversion agreement with Brian W. Brady, a director of the Company, that extended the due date on its $750,000 notes payable to August 31, 2013 and added a conversion feature in which the notes and all accrued interest thereon will be converted into equity upon the closing of the next private placement on the same terms and conditions that will be applicable to other investors in the future financing. In consideration for the extension and conversion agreement, the Company issued Mr. Brady a warrant to purchase 1,000,000 shares of the Company's common stock at $0.25 per share for a period of five years. The Company also agreed that upon the first closing of its next private placement it would issue Mr. Brady an additional warrant to purchase 3,187,500 shares of the Company's common stock at $0.25 per share for a period of five years and 1,687,500 restricted stock units which vest upon the earlier of two years after issuance or completion of a transaction resulting in a change of control of the Company. | ||||||
The Company concluded that since the modification resulted in the addition of a conversion feature, the notes no longer met the definition of being indexed to the Company's own stock as provided in ASC 815 Derivatives and Hedging. Accordingly, the modification of these loans on May 31, 2013 resulted in a change that required either bifurcation of the embedded conversion feature or the Company could choose to record the entire fair value of the convertible notes at fair value. According to the terms of the modification, the convertible notes are required to be converted on the date the Company finalizes a future contemplated financing. Rather than choosing to value the notes based on the present value of their cash flows, it was assumed a market participant would likely consider the common stock equivalent value to be more indicative of the fair value of the notes since they will be converted and not paid in cash. Therefore, management chose to record the promissory notes at their fair value using a common stock equivalent approach, with changes in fair value being reported as “Change in the fair value of derivatives and notes payable carried at fair value, net” in the accompanying consolidated statements of operations. On August 15, 2013, Mr. Brady converted the total principal and accrued interest on the above notes into shares of common stock on the same terms and conditions as were applicable to the other investors in the 2013 Private Placement discussed in Note 4. The $750,000 convertible notes payable was valued at $820,202 on May 31, 2013 and $1,586,109 on the note conversion date of August 15, 2013. This change in fair value resulted in an expense of $422,554 and $765,907 during the three and nine months ended September 30, 2013, respectively. | ||||||
Compound Embedded Derivative | ||||||
The Company concluded that the compound embedded derivative in its $550,000 senior secured promissory note issued on February 3, 2012 required bifurcation and liability classification as derivative financial instruments because it was not considered indexed to the Company's own stock as defined in ASC 815, Derivatives and Hedging. 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 value of the compound embedded derivative on December 31, 2012 was $11,817 and its value on the conversion date of February 4, 2013 was $12,461. The Company recorded the 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 an expense of $644 resulting from the change in the fair value of the compound embedded derivatives during the nine months ended September 30, 2013. |
Stockholders_Equity_Deficit
Stockholders' Equity (Deficit) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' | ||||||||
STOCKHOLDERS' EQUITY (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 per share, of which no shares are outstanding as of September 30, 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 approximately $12,000,000 ("2014 Private Placement"). 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 expire on February 21, 2019. | |||||||||
The net proceeds of $10,932,188 from the private placement, following the payment of $1,067,812 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. The Company filed a registration statement on Form S-1 related to these shares on April 7, 2014, which was declared effective by the SEC on May 14, 2014 (satisfying the terms of (i) and (ii) above, and on February 21, 2015, the terms of (iii) will be satisfied). | |||||||||
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 were used for general working capital purposes. | |||||||||
Pursuant to the terms of the Securities Purchase Agreement 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 common stock and 174,732 shares underlying the warrants. The Company filed a registration statement on Form S-1 related to the remaining warrant shares on July 17, 2014, which was declared effective by the SEC on July 29, 2014. In July 2014, 450,000 of the $0.25 warrants were exercised for total proceeds of $112,500. | |||||||||
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 grant 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 September 30, 2014, the Company had 7,962,980 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 September 30, 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 nine months ended September 30, 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 | 4,478,947 | 0.4 | |||||||
Exercised | (1,250 | ) | 0.24 | ||||||
Forfeited | (106,139 | ) | 1.06 | ||||||
Outstanding at September 30, 2014 | 12,122,036 | $ | 0.46 | 6.5 | |||||
Exercisable at September 30, 2014 | 3,589,722 | $ | 0.63 | 7.6 | |||||
During the three and nine months ended September 30, 2014, options were exercised into 1,250 shares of common stock for cash proceeds of $300. The intrinsic value of these options was $295. During the three and nine months ended September 30, 2013, no options were exercised. The outstanding options have an aggregate intrinsic value of $0 as of September 30, 2014. There is no aggregate intrinsic value on the exercisable options as of September 30, 2014 since the weighted average exercise price per share exceeded the fair value of $0.37 on such date. | |||||||||
A summary of the nonvested stock option activity under the 2011 Equity Incentive Plans for the nine months ended September 30, 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 | 4,478,947 | 0.15 | |||||||
Vested | (1,683,306 | ) | 0.24 | ||||||
Forfeited | (72,690 | ) | 0.24 | ||||||
Nonvested at September 30, 2014 | 8,532,314 | $ | 0.2 | 3.2 | |||||
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 September 30, 2014 and 2013 was $142,252 and $190,877, respectively. Total stock-based compensation expense recognized on awards outstanding during the nine months ended September 30, 2014 and 2013 was $389,002 and $359,251, 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 $1,557,021 is estimated to be recognized over the weighted-average vesting period of approximately three years. | |||||||||
Employee Stock Purchase Plan | |||||||||
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 September 30, 2014, $724 subscription payments were received to purchase shares at the end of the offering period on December 31, 2014. No shares have been issued under the ESPP as of September 30, 2014. | |||||||||
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 nine months ended September 30, 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. This agreement was canceled in June 2014 and no further amounts are owed. | |||||||||
The following table contains summarized information about nonvested restricted stock outstanding during the nine months ended September 30, 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 | 326,993 | ||||||||
Vested | (326,993 | ) | |||||||
Forfeited | — | ||||||||
Nonvested at September 30, 2014 | — | ||||||||
Total stock-based compensation expense recognized for vested restricted stock awards during the three months ended September 30, 2013 was $301,803, of which $1,222 is included in sales and marketing expense and $300,581 is included in general and administrative expense. Total stock-based compensation expense recognized for vested restricted stock awards during the nine months ended September 30, 2013 was $416,768, of which $14,027 is included in sales and marketing expense and $402,741 is included in general and administrative expense. Total stock-based compensation expense recognized for vested restricted stock awards during the three and nine months ended September 30, 2014 was $18,750 and $147,860, respectively, 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. |
Earnings_Per_Common_Share
Earnings Per Common Share | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Earnings Per Share [Text Block] | ' | |||||||||||||||
EARNINGS PER COMMON SHARE | ||||||||||||||||
Basic earnings per share is computed by dividing the net income or loss by the weighted-average number of shares of common stock outstanding during each period presented. Diluted earnings per share is computed by dividing the net income or loss by the weighted-average number of shares of common stock outstanding plus the additional dilutive securities that could be exercised or converted into common shares during each period presented less the amount of shares that could be repurchased using the proceeds from the exercises. | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net Income (Loss) | $ | 685,370 | $ | (975,302 | ) | $ | 2,145,194 | $ | (2,752,602 | ) | ||||||
Weighted average shares outstanding - basic | 57,350,743 | 12,996,717 | 50,584,635 | 9,034,361 | ||||||||||||
Basic income (loss) per share | $ | 0.01 | $ | (0.08 | ) | $ | 0.04 | $ | (0.30 | ) | ||||||
Net Income (Loss) | $ | 685,370 | $ | (975,302 | ) | $ | 2,145,194 | $ | (2,752,602 | ) | ||||||
Weighted average shares outstanding - basic | 57,350,743 | 12,996,717 | 50,584,635 | 9,034,361 | ||||||||||||
Potential shares from "in-the-money" options | 8,156,507 | — | 7,706,548 | — | ||||||||||||
Potential shares from "in-the-money" warrants | 28,953,989 | — | 25,746,789 | — | ||||||||||||
Potential shares from converted restricted stock units | 1,781,503 | — | 1,742,146 | — | ||||||||||||
Less: Shares assumed repurchased under the Treasury Stock Method | (26,813,749 | ) | — | (22,116,926 | ) | — | ||||||||||
Weighted average shares outstanding - diluted | 69,428,993 | 12,996,717 | 63,663,192 | 9,034,361 | ||||||||||||
Diluted income (loss) per share | $ | 0.01 | $ | (0.08 | ) | $ | 0.03 | $ | (0.30 | ) | ||||||
The Company excluded the following items from the above computation of diluted earnings per common share as their effect would be anti-dilutive: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Stock options | 1,699,021 | 6,921,026 | 1,004,445 | 6,921,026 | ||||||||||||
Warrants | 25,135,499 | 18,605,999 | 21,727,235 | 18,605,999 | ||||||||||||
Restricted stock units | — | 1,819,400 | — | 1,819,400 | ||||||||||||
Potential conversion of Series A convertible preferred stock | — | 3,788 | — | 3,788 | ||||||||||||
Total excluded shares | 26,834,520 | 27,350,213 | 22,731,680 | 27,350,213 | ||||||||||||
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
RELATED PARTY TRANSACTIONS | |
During the nine months ended September 30, 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 | 9 Months Ended |
Sep. 30, 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 it. 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 | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
SUBSEQUENT EVENTS | |
No material events have occurred since September 30, 2014 that require recognition or disclosure in the financial statements. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | ||||||||
Sep. 30, 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. (together, 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. Uncollectibility 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 collectibility 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 September 30, 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 nine months ended September 30, 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 September 30, 2014, there were no customers that accounted for more than 10% of the Company’s accounts receivable in the aggregate. At December 31, 2013, the Company had two customers which accounted for 23% of total accounts receivable in the aggregate. The Company had no customers that accounted for more than 10% of the Company’s revenue during the three months ended September 30, 2014 and two customers that accounted for 33% of its revenue during the three months ended September 30, 2013. The Company had one customer that accounted for 10% of its revenue during the nine months ended September 30, 2014 and one customer that accounted for 13% of its revenue during the nine months ended September 30, 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 | ||||||||
Software Development Costs | 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 | |||||||||
Throughout 2013 and 2014, the Company developed a new web-based advertising exchange 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 $568,875 in direct materials, payroll and benefit costs to software development costs in the consolidated balance sheet as of September 30, 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 and began amortizing the costs over three years. | |||||||||
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) collectibility 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 September 30, 2014 and 2013 were approximately $347,000 and $12,000, respectively. Advertising expense charged to operations for the nine months ended September 30, 2014 and 2013 were approximately $635,000 and $56,000, 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 factor (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 September 30, 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, unearned revenue and accrued expenses. Unless otherwise disclosed, the fair value of the Company’s capital lease obligations approximate their carrying value based upon current rates available to the Company. | |||||||||
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 and nine months ended September 30, 2014 and 2013: | |||||||||
Three Months Ended | Nine Months Ended | ||||||||
2011 Equity Incentive Plans Assumptions | September 30, | September 30, | September 30, | September 30, | |||||
2014 | 2013 | 2014 | 2013 | ||||||
Expected term | 5 years | 10 years | 5 years | 9 years | |||||
Weighted average volatility | 40.37% | 51.72% | 40.83% | 52.02% | |||||
Weighted average risk free interest rate | 1.75% | 2.74% | 1.71% | 2.27% | |||||
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 3.79% and 50.21% during the three months ended September 30, 2014 and 2013, respectively. Average expected forfeiture rates were 7.29% and 50.21% during the nine months ended September 30, 2014 and 2013, respectively. | |||||||||
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. | |||||||||
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. | |||||||||
The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company is currently evaluating the impact of the adoption of ASU 2014-09 on its consolidated financial statements and has not yet determined the method by which it will adopt the standard in 2017. | |||||||||
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) | 9 Months Ended | ||||||||
Sep. 30, 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 | ||||||||
Software Development Costs | 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 and nine months ended September 30, 2014 and 2013: | |||||||||
Three Months Ended | Nine Months Ended | ||||||||
2011 Equity Incentive Plans Assumptions | September 30, | September 30, | September 30, | September 30, | |||||
2014 | 2013 | 2014 | 2013 | ||||||
Expected term | 5 years | 10 years | 5 years | 9 years | |||||
Weighted average volatility | 40.37% | 51.72% | 40.83% | 52.02% | |||||
Weighted average risk free interest rate | 1.75% | 2.74% | 1.71% | 2.27% | |||||
Expected dividends | — | — | — | — |
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Tables) | 9 Months Ended | |||||
Sep. 30, 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, July 29, 2014 and September 30, 2014 are as follows: | ||||||
Binomial Assumptions | August 15, 2013 - | December 31, | February 21, | July 29, | September 30, | |
23-Sep-13 | 2013 | 2014 | 2014 | 2014 | ||
Fair market value of asset (1) | $0.28-$0.37 | $0.30 | $0.58 | $0.45 | $0.37 | |
Exercise price | $0.25-$0.50 | $0.25-$1.25 | $0.35-$0.50 | $0.25-$0.50 | $0.35-$1.25 | |
Term (2) | 5.0 years | 3.7 - 4.7 years | 5.0 years | 4.1 - 4.2 years | 2.9 - 4.4 years | |
Implied expected life (3) | 5.0 years | 3.7 - 4.7 years | 5.0 years | 4.1 - 4.2 years | 2.9 - 4.4 years | |
Volatility range of inputs (4) | 48.46%--81.72% | 40.63%--78.73% | 60% | 40%--76% | 41%--74% | |
Equivalent volatility (3) | 56.57%--57.55% | 55%--56% | 60% | 53% | 45%--53% | |
Risk-free interest rate range of inputs (5) | 0.04%--1.72% | 0.38%--1.75% | 1.56% | 1.35% | 1.07%--1.78% | |
Equivalent risk-free interest rate (3) | 0.56%--0.69% | 0.78%--1.75% | 1.56% | 1.35% | 1.07%--1.78% | |
(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 nine months ended September 30, 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 | ||||
Reclassification of fair value of 2013 Private Placement warrants to equity | (14,236,472 | ) | (3,166,482 | ) | ||
Change in fair value of derivatives | — | (5,625,555 | ) | |||
Balance, September 30, 2014 | 35,910,554 | $ | 5,423,124 | |||
Stockholders_Equity_Deficit_Ta
Stockholders' Equity (Deficit) (Tables) | 9 Months Ended | ||||||||
Sep. 30, 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 nine months ended September 30, 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 | 4,478,947 | 0.4 | |||||||
Exercised | (1,250 | ) | 0.24 | ||||||
Forfeited | (106,139 | ) | 1.06 | ||||||
Outstanding at September 30, 2014 | 12,122,036 | $ | 0.46 | 6.5 | |||||
Exercisable at September 30, 2014 | 3,589,722 | $ | 0.63 | 7.6 | |||||
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 nine months ended September 30, 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 | 4,478,947 | 0.15 | |||||||
Vested | (1,683,306 | ) | 0.24 | ||||||
Forfeited | (72,690 | ) | 0.24 | ||||||
Nonvested at September 30, 2014 | 8,532,314 | $ | 0.2 | 3.2 | |||||
Restricted Stock [Member] | ' | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ||||||||
Schedule of Nonvested Share Activity [Table Text Block] | ' | ||||||||
The following table contains summarized information about nonvested restricted stock outstanding during the nine months ended September 30, 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 | 326,993 | ||||||||
Vested | (326,993 | ) | |||||||
Forfeited | — | ||||||||
Nonvested at September 30, 2014 | — | ||||||||
Earnings_Per_Common_Share_Tabl
Earnings Per Common Share (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | |||||||||||||||
Basic earnings per share is computed by dividing the net income or loss by the weighted-average number of shares of common stock outstanding during each period presented. Diluted earnings per share is computed by dividing the net income or loss by the weighted-average number of shares of common stock outstanding plus the additional dilutive securities that could be exercised or converted into common shares during each period presented less the amount of shares that could be repurchased using the proceeds from the exercises. | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Net Income (Loss) | $ | 685,370 | $ | (975,302 | ) | $ | 2,145,194 | $ | (2,752,602 | ) | ||||||
Weighted average shares outstanding - basic | 57,350,743 | 12,996,717 | 50,584,635 | 9,034,361 | ||||||||||||
Basic income (loss) per share | $ | 0.01 | $ | (0.08 | ) | $ | 0.04 | $ | (0.30 | ) | ||||||
Net Income (Loss) | $ | 685,370 | $ | (975,302 | ) | $ | 2,145,194 | $ | (2,752,602 | ) | ||||||
Weighted average shares outstanding - basic | 57,350,743 | 12,996,717 | 50,584,635 | 9,034,361 | ||||||||||||
Potential shares from "in-the-money" options | 8,156,507 | — | 7,706,548 | — | ||||||||||||
Potential shares from "in-the-money" warrants | 28,953,989 | — | 25,746,789 | — | ||||||||||||
Potential shares from converted restricted stock units | 1,781,503 | — | 1,742,146 | — | ||||||||||||
Less: Shares assumed repurchased under the Treasury Stock Method | (26,813,749 | ) | — | (22,116,926 | ) | — | ||||||||||
Weighted average shares outstanding - diluted | 69,428,993 | 12,996,717 | 63,663,192 | 9,034,361 | ||||||||||||
Diluted income (loss) per share | $ | 0.01 | $ | (0.08 | ) | $ | 0.03 | $ | (0.30 | ) | ||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | ' | |||||||||||||||
The Company excluded the following items from the above computation of diluted earnings per common share as their effect would be anti-dilutive: | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | September 30, | September 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Stock options | 1,699,021 | 6,921,026 | 1,004,445 | 6,921,026 | ||||||||||||
Warrants | 25,135,499 | 18,605,999 | 21,727,235 | 18,605,999 | ||||||||||||
Restricted stock units | — | 1,819,400 | — | 1,819,400 | ||||||||||||
Potential conversion of Series A convertible preferred stock | — | 3,788 | — | 3,788 | ||||||||||||
Total excluded shares | 26,834,520 | 27,350,213 | 22,731,680 | 27,350,213 | ||||||||||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Accounts Receivable and Concentration of Credit Risk (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
customer | customer | customer | customer | customer | |
Accounting Policies [Abstract] | ' | ' | ' | ' | ' |
Accounts receivable, number of major customers (customers) | 0 | ' | 0 | ' | 2 |
Accounts receivable, major customer (percentage) | ' | ' | ' | ' | 23.00% |
Revenue, number of major customer (customers) | 0 | 2 | 1 | 1 | ' |
Revenue, major customer (percentage) | ' | 33.00% | 10.00% | 13.00% | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Property and Equipment (Details) | 9 Months Ended |
Sep. 30, 2014 | |
Computer Equipment [Member] | ' |
Significant Accounting Policies [Line Items] | ' |
Property, plant and equipment, useful life (in years) | '3 years |
Software Development [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) (Capitalized Payroll and Benefits Costs [Member], USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Capitalized Payroll and Benefits Costs [Member] | ' |
Significant Accounting Policies [Line Items] | ' |
Software development costs | $568,875 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies - Revenue Recognition (Details) | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' | ' | ' | ' |
Advertising expense | $347,000 | $12,000 | $635,000 | $56,000 |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies - Stock-Based Compensation (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Current average expected forfeiture rate (percentage) | 3.79% | 50.21% | 7.29% | 50.21% |
Equity Incentive 2011 Plan [Member] | ' | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Expected term (in years) | '5 years | '10 years | '5 years | '9 years |
Weighted average volatility (percentage) | 40.37% | 51.72% | 40.83% | 52.02% |
Weighted average risk free interest rate (percentage) | 1.75% | 2.74% | 1.71% | 2.27% |
Expected dividends | 0.00% | 0.00% | 0.00% | 0.00% |
Notes_Payable_Convertible_Note
Notes Payable - Convertible Notes Payable (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||||
Aug. 15, 2013 | Aug. 15, 2013 | Aug. 15, 2013 | Feb. 04, 2013 | Dec. 31, 2012 | Feb. 03, 2012 | 4-May-12 | |
Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Senior Secured Promissory Note [Member] | Senior Secured Promissory Note [Member] | Senior Secured Promissory Note [Member] | Convertible Promissory Note [Member] | |
Convertible Promissory Note [Member] | Convertible Promissory Note - Principal [Member] | Convertible Promissory Note - Accrued Interest [Member] | shareholder | ||||
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) | ' | $75,000 | $12,366 | ' | ' | ' | ' |
Conversion of notes payable into common stock (shares) | 349,464 | ' | ' | ' | ' | ' | ' |
Notes_Payable_Bridge_Bank_Cred
Notes Payable - Bridge Bank Credit Agreement (Details) (USD $) | 0 Months Ended | 9 Months Ended | |
Mar. 01, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Debt Instrument [Line Items] | ' | ' | ' |
Fair value of warrants issued | ' | 12,382,216 | ' |
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 | 5,000 | ' | ' |
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% | ' | ' |
Debt issuance cost | ' | ' | 37,301 |
Fair value of warrants issued | ' | ' | $7,209 |
Debt issuance cost amortization period (in years) | ' | '1 year | ' |
Notes_Payable_Brian_Brady_Prom
Notes Payable - Brian Brady Promissory Notes (Details) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 1 Months Ended | 0 Months Ended | ||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | 22-May-13 | 22-May-13 | Aug. 12, 2013 | Jun. 14, 2013 | Aug. 12, 2013 | Sep. 23, 2013 | Aug. 15, 2013 | |
Restricted Stock Units (RSUs) [Member] | Unsecured Debt [Member] | Unsecured Debt [Member] | Unsecured Debt [Member] | Unsecured Debt [Member] | Common Stock [Member] | Common Stock [Member] | |||||
Director [Member] | 2013 Private Placement [Member] | 2013 Private Placement [Member] | |||||||||
Director [Member] | |||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Short-term Debt | ' | ' | ' | ' | ' | $750,000 | $520,000 | ' | ' | ' | ' |
Debt instrument, interest rate, stated percentage (percentage) | ' | ' | ' | ' | ' | ' | ' | 7.00% | 7.00% | ' | ' |
Debt instrument, default interest rate (percentage) | ' | ' | ' | ' | ' | ' | ' | 12.00% | 12.00% | ' | ' |
Warrants issued to purchase shares under the notes payable (shares) | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' |
Warrants issued to purchase shares under the notes payable agreement, exercise price (per share) | ' | ' | ' | ' | ' | $0.25 | ' | ' | ' | ' | ' |
Warrant conversion period to purchase shares (in years) | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' |
Additional warrants issued to purchase shares (shares) | ' | ' | ' | ' | ' | 3,187,500 | ' | ' | ' | ' | ' |
Share issued (shares) | ' | ' | ' | ' | 1,687,500 | ' | ' | ' | ' | ' | ' |
Debt conversion, converted instrument, amount (in dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,376,618 | 1,270,000 |
Stock Issued During Period, Value, Conversion of Convertible Securities, Accrued Interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,252 |
Conversion of notes payable into common stock (shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,506,472 | 5,157,008 |
Interest expense | ' | 3,998 | ' | 22,397 | ' | ' | ' | ' | ' | ' | ' |
Amortization of financing costs | $1,500 | $7,826 | $8,717 | $20,137 | ' | ' | ' | ' | ' | ' | ' |
Derivative_Financial_Instrumen2
Derivative Financial Instruments - Warrants Liability (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | 1 Months Ended | 1 Months Ended | 0 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||
Feb. 21, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Nov. 08, 2013 | Nov. 08, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Feb. 04, 2013 | Sep. 30, 2014 | Feb. 21, 2014 | Feb. 21, 2014 | Sep. 23, 2013 | Feb. 21, 2014 | Sep. 23, 2013 | Feb. 21, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | 4-May-12 | Sep. 30, 2013 | Sep. 30, 2013 | |
2013 Private Placement [Member] | 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] | 2013 Activity [Member] | 2012 Activity [Member] | 2011 Activity [Member] | 2011 Activity [Member] | 2011 Activity [Member] | 2011 Activity [Member] | 2011 Activity [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | Convertible Promissory Note [Member] | ||||||
Private Placement Agent [Member] | 2013 Private Placement [Member] | 2013 Private Placement [Member] | Private Placement Agent [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | shareholder | ||||||||||||||||
May 2011 Offering [Member] | ||||||||||||||||||||||||||||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of warrant or right, expiration period | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | '5 years | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of warrant or right, number of securities called by warrants or rights (shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,142,864 | 750,511 | 7,118,236 | 17,142,864 | 7,118,236 | 750,511 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of warrant or right, exercise price of warrants or rights (per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.35 | $0.35 | $0.25 | $0.50 | $0.50 | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Issued in Private Placement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $12,382,216 | $2,344,899 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of warrants issued to investors in private placement (shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,421,694 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on exchange of warrants and debt | ' | 0 | 93,482 | 0 | 94,214 | ' | ' | ' | ' | ' | 732 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 93,482 | -93,482 |
Conversion of notes payable into common stock (shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,001 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of warrants, public offering (shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 110,000 | ' | ' | 250 | ' | 13,554 | ' | ' | ' |
Debt instrument, maturity period (in days) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 days | ' | ' |
Stockholders' equity note, changes in capital structure, subsequent changes to number of common shares | ' | ' | ' | ' | ' | 8,730,000 | 174,732 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reclassification of warrants from liability to equity | ' | ' | ' | 3,166,482 | 0 | ' | ' | -3,166,482 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative liability, fair value, gross liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,430 | 0 | ' | 0 | ' | ' | ' | ' | ' |
Change in fair value of derivative | ' | $2,250,344 | ($215,092) | $5,625,555 | ($558,869) | ' | ' | ($5,625,555) | ($514,704) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,250,344 | $207,462 | $5,625,555 | $207,682 | ' | ' | ' | ' |
Debt instrument, number of existing shareholders issued promissory note | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' |
Derivative_Financial_Instrumen3
Derivative Financial Instruments - Fair Value Derivative Warrants (Details) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Dec. 31, 2013 | |
Warrant [Member] | Warrant [Member] | Warrant [Member] | 2014 Activity [Member] | 2013 Activity [Member] | ||||||
Warrant [Member] | Warrant [Member] | |||||||||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Shares linked to Derivative Warrants | ' | ' | ' | ' | ' | 35,910,554 | 14,360,276 | 128,350 | ' | ' |
Warrant liability | $5,423,124 | ' | $5,423,124 | ' | $1,832,945 | $5,423,124 | $1,832,945 | $2,750 | ' | ' |
Class of warrant or right, issuance of warrants to investors in private placement | ' | ' | ' | ' | ' | 35,786,750 | 14,236,472 | ' | ' | ' |
Class of Warrant or Right, Issued in Private Placement | ' | ' | ' | ' | ' | ' | ' | ' | 12,382,216 | 2,344,899 |
Class of Warrant or Right, Shares, Exchange of Warrants for Common Stock | ' | ' | ' | ' | ' | ' | -4,546 | ' | ' | ' |
Class of Warrant or Right, Exchange of Warrants for Common Stock | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' |
Change in fair value of derivative, shares | ' | ' | ' | ' | ' | 0 | 0 | ' | ' | ' |
Reclass of private placement warrants to equity | ' | ' | ' | ' | ' | -14,236,472 | ' | ' | ' | ' |
Fair value of 2013 PPM warrants reclassified from liability to equity | ' | ' | 3,166,482 | 0 | ' | -3,166,482 | ' | ' | ' | ' |
Change in fair value of derivative | ($2,250,344) | $215,092 | ($5,625,555) | $558,869 | ' | $5,625,555 | $514,704 | ' | ' | ' |
Derivative_Financial_Instrumen4
Derivative Financial Instruments - Binomial Assumptions (Details) (Warrant [Member], USD $) | Feb. 21, 2014 | Feb. 21, 2014 | Sep. 23, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Jul. 29, 2014 | Sep. 23, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Feb. 21, 2014 | Jul. 29, 2014 | Sep. 23, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Feb. 21, 2014 | |||||||||||||
Binomial Lattice Option Valuation Technique [Member] | Binomial Lattice Option Valuation Technique [Member] | Binomial Lattice Option Valuation Technique [Member] | Binomial Lattice Option Valuation Technique [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Maximum [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] | 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) | $0.58 | [1] | ' | ' | $0.37 | [1] | $0.30 | [1] | ' | $0.28 | [1] | ' | ' | ' | ' | $0.37 | [1] | ' | ' | ' | ||||||||
Exercise price (per share) | ' | ' | ' | ' | ' | $0.25 | $0.25 | $0.35 | $0.25 | $0.35 | $0.50 | $0.50 | $1.25 | $1.25 | $0.50 | |||||||||||||
Term (in years) | ' | '5 years | [2] | '5 years 0 months | [2] | ' | ' | '4 years 1 month | [2] | ' | '2 years 11 months | [2] | '3 years 8 months | [2] | ' | '4 years 2 months | [2] | ' | '4 years 5 months | [2] | '4 years 8 months | [2] | ' | |||||
Implied expected life (in years) | ' | '5 years | [3] | '5 years 0 months | [3] | ' | ' | '4 years 1 month | [3] | ' | '2 years 11 months | [3] | '3 years 8 months | [3] | ' | '4 years 2 months | [3] | ' | '4 years 5 months | [3] | '4 years 8 months | [3] | ' | |||||
Volatility range of inputs (percentage) | ' | 60.00% | [4] | ' | ' | ' | 40.00% | [4] | 48.46% | [4] | 41.00% | [4] | 40.63% | [4] | ' | 76.00% | [4] | 81.72% | [4] | 74.00% | [4] | 78.73% | [4] | ' | ||||
Equivalent volatility (percentage) | ' | 60.00% | [3] | ' | ' | ' | ' | 56.57% | [3] | 45.00% | [3] | 55.00% | [3] | ' | ' | 57.55% | [3] | 53.00% | [3] | 56.00% | [3] | ' | ||||||
Risk-free interest rate range of inputs (percentage) | ' | 1.56% | [5] | ' | ' | ' | ' | 0.04% | [5] | 1.07% | [5] | 0.38% | [5] | ' | ' | 1.72% | [5] | 1.78% | [5] | 1.75% | [5] | ' | ||||||
Equivalent risk-free interest rate (percentage) | ' | 1.56% | [3] | ' | ' | ' | ' | 0.56% | [3] | 1.07% | [3] | 0.78% | [3] | ' | ' | 0.69% | [3] | 1.78% | [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 - Convertible Notes Carried at Fair Value (Details) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 1 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | 31-May-13 | 22-May-13 | Aug. 12, 2013 | 22-May-13 | |
Unsecured Debt [Member] | Unsecured Debt [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Short-term Debt | ' | ' | ' | ' | $750,000 | $520,000 | ' |
Warrants issued to purchase shares under the notes payable (shares) | ' | ' | ' | ' | 1,000,000 | ' | ' |
Warrants issued to purchase shares under the notes payable agreement, exercise price (per share) | ' | ' | ' | ' | $0.25 | ' | ' |
Share issued (shares) | ' | ' | ' | ' | ' | ' | 1,687,500 |
Additional warrants issued to purchase shares (shares) | ' | ' | ' | ' | 3,187,500 | ' | ' |
Notes Payable, fair value disclosure | ' | ' | 1,586,109 | 820,202 | ' | ' | ' |
Fair value of convertible notes payable, change in derivative fair value | $422,554 | $765,907 | ' | ' | ' | ' | ' |
Derivative_Financial_Instrumen6
Derivative Financial Instruments - Compound Embedded Derivative (Details) (USD $) | 9 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 12 Months Ended | ||
Sep. 30, 2013 | 4-May-12 | Feb. 04, 2013 | Dec. 31, 2012 | Feb. 03, 2012 | Feb. 04, 2013 | Dec. 31, 2012 | |
Convertible Promissory Note [Member] | Senior Secured Promissory Note [Member] | Senior Secured Promissory Note [Member] | Senior Secured Promissory Note [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | ||
Senior Secured Promissory Note [Member] | Senior Secured Promissory Note [Member] | ||||||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, face amount (in dollars) | ' | $75,000 | ' | ' | $550,000 | ' | ' |
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) | ' | $5 | $0.14 | $0.21 | ' | ' | ' |
Embedded Derivative, No Longer Bifurcated, Amount Reclassified to Stockholders' Equity | ' | ' | ' | ' | ' | 12,461 | 11,817 |
Compound embedded derivatives, change in fair value of derivatives | $644 | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Deficit_De
Stockholders' Equity (Deficit) (Details) (USD $) | Sep. 30, 2014 | Apr. 17, 2014 | Dec. 31, 2013 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' | ' |
Common stock, shares authorized (shares) | 200,000,000 | 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_Equity_Deficit_Pr
Stockholders' Equity (Deficit) - Private Placement (Details) (USD $) | 0 Months Ended | 0 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||
Feb. 21, 2014 | Feb. 21, 2014 | Feb. 21, 2014 | Feb. 21, 2014 | Sep. 30, 2014 | Jul. 29, 2014 | Nov. 08, 2013 | Sep. 23, 2013 | Jul. 29, 2014 | Sep. 23, 2013 | Sep. 23, 2013 | Sep. 23, 2013 | Nov. 08, 2013 | Feb. 21, 2014 | Feb. 21, 2014 | Feb. 21, 2014 | |
Warrants - $0.35 excise price [Member] | Warrants - $0.50 exercise price [Member] | 2014 Private Placement [Member] | 2014 Private Placement [Member] | 2013 Private Placement [Member] | 2013 Private Placement [Member] | 2013 Private Placement [Member] | 2013 Private Placement [Member] | 2013 Private Placement [Member] | 2013 Private Placement [Member] | 2013 Private Placement [Member] | Warrant [Member] | Private Placement Agent [Member] | Private Placement Agent [Member] | Private Placement Agent [Member] | ||
Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Warrants - $0.50 exercise price [Member] | Warrants - $0.25 exercise price [Member] | 2013 Private Placement [Member] | Warrants - $0.35 excise price [Member] | Warrants - $0.50 exercise price [Member] | ||||||||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued during period, shares, new issues | ' | ' | ' | 34,285,728 | ' | ' | ' | ' | 450,000 | 8,730,000 | ' | ' | ' | ' | ' | ' |
Share price | ' | ' | ' | ' | $0.35 | ' | ' | ' | $0.25 | $0.25 | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of debt | ' | ' | ' | $12,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of warrant or right, number of securities called by warrants or rights (shares) | ' | 17,142,864 | 17,142,864 | ' | ' | ' | ' | ' | ' | ' | 7,118,236 | 7,118,236 | ' | ' | 750,511 | 750,511 |
Class of warrant or right, exercise price of warrants or rights (per share) | ' | $0.35 | $0.50 | ' | ' | ' | ' | ' | ' | ' | $0.50 | $0.25 | ' | ' | $0.35 | $0.50 |
Class of warrant or right, expiration period | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | '5 years | ' | ' | ' | '5 years |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' |
Proceeds from issuance of private placement | ' | ' | ' | 10,932,188.38 | ' | 112,500 | ' | 2,182,500 | ' | ' | ' | ' | ' | ' | ' | ' |
Payments for Repurchase of Private Placement | ' | ' | ' | 1,067,812.02 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments for professional services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 814,850 | ' | ' |
Number of warrants issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' |
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_Equity_Deficit_St
Stockholders' Equity (Deficit) - Stock Options (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | |||||||||||||||||
Apr. 16, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | 12-May-11 | Aug. 22, 2011 | Aug. 22, 2011 | Aug. 22, 2011 | Aug. 22, 2011 | Aug. 22, 2011 | Aug. 22, 2011 | Sep. 30, 2014 | Apr. 16, 2014 | Jan. 02, 2014 | Oct. 01, 2013 | Jan. 03, 2013 | |
Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Stock options | Stock options | Stock options | Stock options | Equity Incentive 2011 Plan [Member] | Equity Incentive 2011 Plan [Member] | Equity Incentive 2011 Plan [Member] | Equity Incentive 2011 Plan [Member] | Equity Incentive 2011 Plan [Member] | Equity Incentive B 2011 Plan [Member] | May 2011 and August 2011 Equity Incentive Plans [Member] | May 2011 and August 2011 Equity Incentive Plans [Member] | 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] | 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] | Restricted Stock [Member] | Restricted Stock [Member] | |||||||||||||||||
Stock options | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | ' | $0 | ' | ' | ' | ' | ' | ' | ' | $295 | ' | $295 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average exercise price, exercisable | ' | $0.37 | ' | ' | ' | ' | ' | ' | ' | $0.63 | ' | $0.63 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options, shares authorized (shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,613,715 | 87,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares reserved for future issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | 20,000,000 | 100,000 | 50,000 | 100,000 |
Common stock, capital shares reserved for future issuance (shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,962,980 | ' | 7,962,980 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | '5 years | '9 years | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation, requisite service period recognition | ' | ' | 18,750 | 301,803 | 416,768 | 142,252 | 190,877 | 389,002 | 359,251 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Nonvested awards, total compensation cost not yet recognized | ' | ' | ' | ' | ' | $1,557,021 | ' | $1,557,021 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Nonvested awards, total compensation cost not yet recognized, period for recognition (in years) | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Deficit_Sc
Stockholders' Equity (Deficit) - Schedule of Stock Option Activity (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $0 | $0 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ' | ' | ' | ' |
Weighted average exercise price, exercisable | $0.37 | $0.37 | ' | ' |
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 | ' | 4,478,947 | 8,620,062 | ' |
Common shares, exercises | -1,250 | -1,250 | 0 | ' |
Common shares, forfeited | ' | -106,139 | -1,261,561 | ' |
Common shares, outstanding end of period | 12,122,036 | 12,122,036 | 7,750,478 | 391,977 |
Employee Service Share-based Compensation, Cash Received from Exercise of Stock Options | 300 | 300 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $295 | $295 | ' | ' |
Common shares, excercisable | 3,589,722 | 3,589,722 | ' | ' |
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 | ' | $0.40 | $0.26 | ' |
Weighted average exercise price, exercised | ' | $0.24 | $0 | ' |
Weighted average exercise price, forfeited | ' | $1.06 | $0.49 | ' |
Weighted average exercise price, end of period | $0.46 | $0.46 | $0.51 | $5.87 |
Weighted average exercise price, exercisable | $0.63 | $0.63 | ' | ' |
Weighted average remaining life (years), outstanding | ' | '6 years 6 months | '8 years 1 month | '4 years 4 months |
Weighted average remaining life (years), exercisable | ' | '7 years 7 months | ' | ' |
Stockholders_Equity_Deficit_Sc1
Stockholders' Equity (Deficit) - Schedule of Nonvested Stock Option Activity (Details) (Equity Incentive 2011 Plan [Member], USD $) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 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 | 4,478,947 | 8,620,062 | ' |
Common shares, vested | -1,683,306 | -1,871,201 | ' |
Common shares, forfeited | -72,690 | -1,248,125 | ' |
Common shares, nonvested end of period | 8,532,314 | 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 | $0.15 | $0.20 | ' |
Weighted average grant date fair value, vested | $0.24 | $0.36 | ' |
Weighted average grant date fair value, forfeited | $0.24 | $0.23 | ' |
Weighted average grant date fair value, nonvested end of period | $0.20 | $0.24 | $2.17 |
Weighted average remaining years to vest | '3 years 2 months | '3 years 4 months | '2 years 11 months |
Stockholders_Equity_Deficit_Em
Stockholders' Equity (Deficit) - Employee Stock Purchase Plan (Details) (USD $) | 0 Months Ended |
Apr. 16, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Share-based compensation arrangement by share-based payment award, award vesting period (in years) | '90 days |
2014 Employee Stock Purchase Plan [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Common stock, capital shares reserved for future issuance (shares) | 1,500,000 |
Annual compensation limit percentage, employee stock purchase plan | 10.00% |
Annual compensation limit, employee stock purchase plan | 21,250 |
Shares issuance limit per offering period, employee stock purchase plan | 20,000 |
Fair market value of shares available for issuance | 85.00% |
Stockholders_Equity_Deficit_Re
Stockholders' Equity (Deficit) - Restricted Stock Issued for Services (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | Jan. 03, 2013 | Sep. 30, 2013 | 16-May-13 | Jan. 03, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 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 | Sep. 30, 2014 | Apr. 16, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Restricted Stock [Member] | 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] | Investor Relations Services [Member] | Investor Relations Services [Member] | Selling and Marketing Expense [Member] | Selling and Marketing Expense [Member] | General and Administrative Expense [Member] | General and Administrative Expense [Member] | General and Administrative Expense [Member] | General and Administrative Expense [Member] | |||
Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [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 | 20,000,000 | ' | ' | ' | ' | ' | ' |
Share-based compensation, requisite service period recognition | ' | ' | ' | ' | ' | 18,750 | 301,803 | 416,768 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,222 | 14,027 | ' | 300,581 | 147,860 | 402,741 |
Share price, restricted stock granted for services, per share | ' | ' | ' | ' | ' | $0.35 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Legal fees reduction, settled by issuance of restricted stock | $288,081 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Deficit_Sc2
Stockholders' Equity (Deficit) - Schedule of Nonvested Restricted Stock Outstanding (Details) (Restricted Stock [Member]) | 9 Months Ended | 12 Months Ended |
Sep. 30, 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 | 326,993 | 1,354,412 |
Vested | -326,993 | -1,402,994 |
Forfeited | 0 | 0 |
Nonvested end of period | 0 | 0 |
Earnings_Per_Common_Share_Basi
Earnings Per Common Share - Basic and Dilutive Earnings Per Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Earnings Per Share [Abstract] | ' | ' | ' | ' |
Net income | $685,370 | ($975,302) | $2,145,194 | ($2,752,602) |
Weighted average common shares outstanding b basic | 57,350,743 | 12,996,717 | 50,584,635 | 9,034,361 |
Basic income (loss) per common share | $0.01 | ($0.08) | $0.04 | ($0.30) |
Potential shares from in-the-money options | 8,156,507 | ' | 7,706,548 | ' |
Potential shares from in-the-money warrants | 28,953,989 | ' | 25,746,789 | ' |
Potential shares from converted restricted stock units | 1,781,503 | ' | 1,742,146 | ' |
Less: Shares assumed repurchased under the Treasury Stock Method | -26,813,749 | ' | -22,116,926 | ' |
Weighted average common shares outstanding b diluted | 69,428,993 | 12,996,717 | 63,663,192 | 9,034,361 |
Diluted income (loss) per common share | $0.01 | ($0.08) | $0.03 | ($0.30) |
Earnings_Per_Common_Share_Anit
Earnings Per Common Share - Anitidilutive Securities (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Weighted average common shares outstanding b basic | 57,350,743 | 12,996,717 | 50,584,635 | 9,034,361 |
Antidilutive securities excluded from computation of earnings per share | 26,834,520 | 27,350,213 | 22,731,680 | 27,350,213 |
Stock options | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share | 1,699,021 | 6,921,026 | 1,004,445 | 6,921,026 |
Warrants | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share | 25,135,499 | 18,605,999 | 21,727,235 | 18,605,999 |
Restricted stock | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive securities excluded from computation of earnings per share | 0 | 1,819,400 | 0 | 1,819,400 |
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 | 0 | 3,788 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (Northwest Broadcasting, Inc. [Member], USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Northwest Broadcasting, Inc. [Member] | ' |
Related Party Transaction [Line Items] | ' |
Legal fees | $75,000 |