Subsequent Event | Note 15 - Subsequent Event Amendment to Existing Senior Secured Convertible Notes As previously discussed in Note 5, in February 2015, the Company entered into a securities purchase agreement (the 2015 Purchase Agreement) with a group of institutional and accredited investors and certain executives and directors of the Company (the 2015 Investors). Pursuant to the terms of the 2015 Purchase Agreement, the Company issued and sold to the 2015 Investors senior secured convertible notes in the aggregate original principal amount of $3,048,750 (the Original Notes), and warrants (the 2015 Warrants) to purchase up to 7,621,875 shares of the Companys common stock, par value $0.001 per share (the Common Stock). On July 26, 2016, the Company and each of the 2015 Investors entered into senior secured convertible note amendment agreement and waiver (the Amendment and Waiver) and the Company issued to the 2015 Investors amended and restated senior subordinated secured convertible notes in the aggregate original principal amount of $3,048,750 (the Amended and Restated Notes). Pursuant to the Amendment and Waiver, 2015 Investors representing 93.4% of the issued and outstanding Original Notes: ● agreed and irrevocably consented to the Amendment and Waiver and the issuance by the Company of the Amended and Restated Notes; ● agreed and consented to the issuance by the Company of the Passaic Note (as defined below) and the 2016 Notes (as defined below); ● agreed not to pursue until September 22 2016, and waived until September 22, 2016, any of their remedies under the Original Notes and the Amended and Restated Notes as result of certain Events of Default (as defined in the Original Notes) occurring before such date; ● agreed that there will be no downward adjustment of the conversion price of the Original Notes or the Amended and Restated Notes in connection with the issuance by the Company of the Passaic Note and the 2016 Notes; ● agreed not to pursue and irrevocably waived the right to receive any amounts owed, or which in the future may be owed, to the Investors or the other holders of the Original Notes or the Amended and Restated Notes, as a result of the Companys failure for any reason to satisfy the requirements of Rule 144(c)(1); and ● agreed not to pursue until September 20, 2016, and waived until September 20, 2016, any of its remedies under the registration rights agreement, dated as of February 19, 2015, by and among the Company and the 2015 Investors as a result of any Maintenance Failure (as defined in such registration rights agreement) occurring before such date. Pursuant to the Amended and Restated Notes, among other things: ● the conversion price was lowered to $0.05 from $0.20; ● subject to the Company fulfilling certain conditions, including beneficial ownership limits, the Company may require the mandatory conversion of all or any principal portion of the Amended and Restated Notes (accompanied by a cash payment to the note holders of an amount equal to all accrued and unpaid interest and all interest that would have accrued on such principal through the maturity date) upon, among other things, the closing of any financing (registered or private placement) (or series of financings) of Common Stock of the Company or Common Stock Equivalents (as defined in the Amended and Restated Notes) on or before December 31, 2016, with gross proceeds of, in the aggregate, $1,500,000 or more, at pre-money valuation of the Company of approximately $3,500,000; and ● the payment of any and all of the principal amount of and interest on the Amended and Restated Notes (and all other obligations thereunder) is subordinated and made junior to the payment of the principal amount, redemption premium, if any, all interest and any other amounts due on the Permitted Senior Indebtedness (as defined in the Amended and Restated Notes), which Permitted Senior Indebtedness includes the Passaic Note and the 2016 Notes. Warrant Exchange Agreements On July 26, 2016, in connection with Amendment and Waiver and the Amended and Restated Notes, the Company entered into a warrant exchange agreement (the Warrant Exchange Agreement) with each of the 2015 Investors and Roth Capital Partners (Roth), pursuant to which, among other things, each of the 2015 Investors exchanged the 2015 Warrants for 7,621,875 shares of Common Stock and Roth exchanged warrants (the Roth Warrants) to purchase 8,671,875 shares of Common Stock for 8,671,875 shares of Common Stock. Following the warrant exchange, all of the rights of the 2015 Investors with respect to the 2015 Warrants and Roth with respect to the Roth Warrants terminated, except for the right to receive the number of whole shares of Common Stock issuable upon exchange of the 2015 Warrants and the Roth Warrants. Securities Purchase Agreements Passaic River Capital, LLC On July 26, 2016, the Company entered into a securities purchase agreement (the Passaic Purchase Agreement) with Passaic River Capital LLC (Passaic). Pursuant to the terms of the Passaic Purchase Agreement, the Company issued and sold to Passaic (i) senior secured convertible note in the aggregate original principal amount of $150,000 (the Passaic Note); (ii) 8,867,567 shares (the Shares) of Common Stock, and (iii) 10 shares of Series A preferred stock, par value $0.01 per share (the Preferred Stock). The aggregate purchase price for the Shares was $990 and the aggregate purchase price for the Preferred Stock was $10. 2016 Investors On July 26, 2016, the Company entered into a securities purchase agreement (the 2016 Purchase Agreement) with a group of institutional and accredited investors and certain executives and directors of the Company (the 2016 Investors). Pursuant to the terms of the 2016 Purchase Agreement, the Company issued and sold to the 2016 Investors senior subordinated secured convertible notes in the aggregate original principal amount of $403,500 (the 2016 Notes), which included the Passaic note referenced above. In connection with the sale of the Passaic Note and the 2016 Notes, (i) the Company entered into a registration rights agreement with Passaic and the 2016 Investors (the Registration Rights Agreement), (ii) the Company and its subsidiary entered into a security and pledge agreement in favor of the collateral agent for Passaic and the 2016 Investors (the Security Agreement), and (iii) the subsidiary of the Company entered into a guaranty in favor of the collateral agent for the Passaic and the 2016 Investors (the Guaranty). Each of the Passaic Purchase Agreement and the 2016 Purchase Agreement provides, among other things, that the Company will not (i) issue any securities from the period commencing on July 26, 2016 and ending on the 90 th Description of the Passaic Note and the 2016 Notes Unless earlier converted or redeemed, the Passaic Note and the 2016 Notes will mature on July 26, 2019 (Maturity Date), subject to the right of Passaic or the 2016, as the case may be, to extend the date under certain circumstances. The Passaic Note bears interest at a rate of 10% per annum, subject to increase to 18% per annum upon the occurrence and continuance of an event of default (as described below). The 2016 Notes bear interest at a rate of 15% per annum, subject to increase to 18% per annum upon the occurrence and continuance of an event of default (as described below). Interest on the Passaic Note and the 2016 Notes is payable in arrears on the Maturity Date in shares of Common Stock or cash, at the Companys option. The payment of any and all of the principal amount of and interest on the 2016 Notes (and all other obligations thereunder) is subordinated and made junior to the payment of the principal amount, redemption premium, if any, all interest and any other amounts due on the Passaic Note. The payment of any and all of the principal amount of and interest on the Amended and Restated Notes (and all other obligations thereunder) is subordinated and made junior to the payment of the principal amount, redemption premium, if any, all interest and any other amounts due on the Passaic Note and the 2016 Notes. All amounts due under the Passaic Note and the 2016 Notes are convertible at any time, in whole or in part, at the option of the noteholders into shares of Common Stock at a fixed, initial conversion price of $0.01 per share (the Conversion Price), which is subject to adjustment for stock splits, stock dividends, combinations or similar events. If and whenever after the closing the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock for a consideration per share (the New Issuance Price) less than a price equal to the Conversion Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a Dilutive Issuance), then, immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price. Subject to the Company fulfilling certain conditions, including beneficial ownership limits in the case of the 2016 Investors, the Company may require the mandatory conversion of all or any principal portion of the Passaic Note and the 2016 Notes (accompanied by a cash payment to the noteholders of an amount equal to all accrued and unpaid interest and all interest that would have accrued on such principal through the Maturity Date) (i) upon the closing of any financing (registered or private placement) (or series of financings) of Common Stock or Common Stock Equivalents (as defined in the Passaic Note and the July Notes ) on or before December 31, 2016, with gross proceeds of, in the aggregate, $1,500,000 or more, at pre-money valuation of the Company of approximately $3,500,000; or (ii) if the closing price of the Common Stock for any 20 trading days during any 30 consecutive trading day period equals or exceeds $0.03, as adjusted for stock splits, stock dividends, combinations or similar events. A 2016 Note may not be converted and shares of Common Stock may not be issued under the July Note if, after giving effect to the conversion or issuance, the holder together with its affiliates would beneficially own in excess of 4.99%, at the election of the holder made as of the Closing, of the outstanding shares of common stock. At each holders option, the cap may be raised or lowered to any other percentage not in excess of 4.99%, except that any increase will only be effective upon 61-days prior notice to the Company. The Passaic Note and the 2016 Notes contain certain covenants and restrictions, including, among others, that, for so long as the Passaic Note and the 2016 Notes are outstanding, the Company will not (i) incur any indebtedness or permit liens on its properties or assets other than permitted indebtedness and permitted liens under the Passaic Note and the 2016 Notes, as applicable, (ii) redeem or repay any indebtedness while an event of default has occurred and is continuing under the Passaic Note and the 2016 Notes or if such redemption or repayment will result in an event of default under the Passaic Note and the 2016 Notes, as the case may be, or (iii) redeem equity interests or pay cash dividends. Events of default under the Passaic Note and the 2016 Notes include, among others, failure to pay principal or interest on the Amended and Restated Notes, the Passaic Note and the 2016 Notes, failure to file and maintain an effective registration statement, or comply with certain covenants under the Passaic Note and the 2016 Notes. Description of the Series A Preferred Stock Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company, after satisfaction of all liabilities and obligations to creditors of the Company and before any distribution or payment will be made to holders of any stock that ranks junior to the Series A Preferred Stock, each holder of Series A Preferred Stock will be entitled to receive, out of the assets of the Company or proceeds thereof (whether capital or surplus) legally available therefor, an amount per share of Series A Preferred Stock equal to the stated value per share, which is equal to $1 per share, as set forth in the Certificate of Designation of Series A Preferred Stock (the Certificate of Designation). So long as the holders of the Series A Preferred Stock beneficially own three percent (3%) or more of the Common Stock (on a fully diluted as converted basis), at each annual meeting of the stockholders of the Company, or at each special meeting of stockholders of the Company involving the election of directors of the Company, and at any other time at which stockholders of the Company will have the right to or will vote for or render consent in writing regarding the election of directors of the Company, the holders of the Series A Preferred Stock shall have the right to designate one third (1/3) of the total number of directors to be elected and such annual meeting, such special meeting or such other time at which stockholders of the Company will have the right to or will vote for or render consent in writing regarding the election of directors of the Company. The holders of Series A Preferred Stock shall not be entitled to receive any dividends or other distributions and the Series A Preferred Stock is not convertible into shares of Common Stock. Registration Rights Agreement In connection with the Passaic Purchase Agreement and the 2016 Purchase Agreement, the Company entered into the Registration Rights Agreement with Passaic and the 2016 Investors pursuant to which the Company agreed to file a registration statement with the U.S. Securities and Exchange Commission (the SEC) to register 125% of the Shares and the shares of Common Stock issuable upon conversion of the Passaic Note and the 2016 Notes. Pursuant to the Registration Rights Agreement, the Company is required to file the registration statement by the 90 day after the Closing Date and to use its reasonable best efforts for the registration statement to be declared effective by the earlier of (i)(A) 90 calendar days after the Closing if the registration statement is not subject to a full review by the SEC or (B) 150 calendar days if the registration statement is subject to full review by the SEC and (ii) the fifth business day after the date the Company is notified by the SEC that the registration statement will not be reviewed or is not subject to further review. If the Company is unable to meet its obligations to file, obtain and maintain effectiveness of the registration statement under the Registration Rights Agreement, it may be required to pay certain cash damages to holders of the Shares, the Passaic Note and the 2016 Notes. Security Agreement and Guaranty |