Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2015 |
Stockholders' Deficit [Abstract] | |
STOCKHOLDERS' DEFICIT | NOTE 9 – STOCKHOLDERS’ DEFICIT |
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The Company is authorized to issue two classes of stock designated as common stock and preferred stock. As of March 31, 2015, the Company is authorized to issue 110,000,000 total shares of stock. Of that amount, 100,000,000 shares are common stock, each having a par value of $0.001. The remaining 10,000,000 shares are preferred stock, each having a par value of $0.001, of which 500,000 shares are designated as Series A Preferred Stock, of which 269,608 are issued and outstanding, 500,000 shares are designated as Series B Preferred Stock, of which 131,347 are issued and outstanding, 4,000,000 shares are designated as Series D Preferred Stock, of which 730,357 shares are issued and outstanding, and 2,000,000 are designated as Series E Preferred Stock, of which 416,533 shares are issued and outstanding. |
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(a) Cumulative Convertible Preferred Stock |
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A summary of preferred stock outstanding as of March 31, 2015 is as follows (in thousands, except share data): |
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Description | | | | | | | | | | | | | | | | | | | | | | | |
Series A Preferred, $0.001 par value per share, 500,000 shares designated, | | | | | | | | | | | | | | | | | | | | | | | |
269,608 shares issued and outstanding, liquidation preference of $975 | | | | | | | | | | | | | | | | | | | | | | | |
plus cumulative dividends of $460 | | $ | 1,435 | | | | | | | | | | | | | | | | | | | | | |
Series B Preferred, $0.001 par value per share, 500,000 shares designated, | | | | | | | | | | | | | | | | | | | | | | | | |
131,347 shares issued and outstanding, liquidation preference of $380 | | | | | | | | | | | | | | | | | | | | | | | | |
plus cumulative dividends of $131 | | | 511 | | | | | | | | | | | | | | | | | | | | | |
Series D Preferred, $0.001 par value per share, 4,000,000 shares designated, | | | | | | | | | | | | | | | | | | | | | | | | |
730,357 shares issued and outstanding (net of $1,374 in issuance costs), | | | | | | | | | | | | | | | | | | | | | | | | |
liquidation preference of $7,303 plus accrued PIK dividends of $216; cumulative | | | | | | | | | | | | | | | | | | | | | | | | |
imputed dividends and beneficial conversion feature of $1,621 | | | 7,502 | | | | | | | | | | | | | | | | | | | | | |
Series E Preferred, $0.001 par value per share, 2,000,000 shares designated, | | | | | | | | | | | | | | | | | | | | | | | | |
416,533 shares issued and outstanding (net of $875 in issuance costs), | | | | | | | | | | | | | | | | | | | | | | | | |
liquidation preference of $4,165 plus acrued PIK dividends of $144; cumulative | | | | | | | | | | | | | | | | | | | | | | | | |
imputed dividends of $110 | | | 3,401 | | | | | | | | | | | | | | | | | | | | | |
Total convertible preferred stock | | $ | 12,849 | | | | | | | | | | | | | | | | | | | | | |
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Series A Preferred Stock and Series B Preferred Stock |
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The holders of the Series A and Series B Preferred Stock shall be entitled to receive, when, as, and if declared by the Board of Directors, dividends at an annual rate of 8% of the stated value. The stated value of the Series A Preferred is $4.00 per share and the stated value of the Series B Preferred is $3.20 per share. Dividends shall be cumulative and shall accrue on each share of the outstanding preferred stock from the date of its issue. |
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The holders of the Series A and Series B Preferred Stock have no voting rights except on matters affecting their rights or preferences. Subject to the rights of the Series D Preferred Stock, upon any liquidation, dissolution or winding-up of the Company, the holders of the Series A (subject to the rights of the Series B Preferred) and Series B Preferred Stock shall be entitled to receive an amount equal to the stated value per share of $4.00 and $3.20, respectively, plus any accrued and unpaid dividends before any payments shall be made to the holders of any common stock or hereinafter issued preferred stock. The Series A Preferred Stock has preference over the Series B Preferred Stock in liquidation. |
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Each share of Series A Preferred Stock is convertible, at the option of the holder, at a conversion price of $4.00 per share. Each share of Series B Preferred Stock is convertible, at the option of the holder, at a conversion price of $3.20 per share. |
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Series C Preferred Stock |
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On December 20, 2012, all issued and outstanding shares of Series C Preferred Stock were redeemed using the proceeds generated from the sale of the Series D Preferred Stock. |
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In connection with the sale of Series E Preferred Stock, on November 12, 2013, the Company filed a Certificate of Elimination of Series C Preferred Stock (the “Series C Certificate of Elimination”), pursuant to which, the 5,000,000 shares of the Company’s preferred stock that had been designated as Series C Preferred Stock were returned to the status of blank check preferred stock. |
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Series D Preferred Stock |
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On December 20, 2012, we filed a Certificate of Designation of Series D Preferred Shares (the “Series D Certificate of Designation”) with the Secretary of State of Delaware. Pursuant to the Series D Certificate of Designation, we designated 4,000,000 shares of our preferred stock as Series D Preferred Stock. The Series D Preferred Stock has a Stated Value of $10.00 per share, votes on an as-converted basis with the common stock, and is convertible, at the option of the holder, into such number of shares of our common stock equal to the number of shares of Series D Preferred Stock to be converted, multiplied by the Stated Value, divided by the Conversion Price in effect at the time of the conversion. The initial Conversion Price is $1.00, subject to adjustment in the event of stock splits, stock dividends and similar transactions, and in the event of subsequent equity sales at a lower price per share, subject to certain exceptions. As a result of the private placement closed on August 15, 2013 and August 21, 2013, the Conversion Price of the Series D Preferred Stock was reduced to $0.90. As a result of the private placement closed on November 12, 2013 and November 22, 2013, the Conversion Price of the Series D Preferred Stock was reduced to $0.71. As a result of the reduction in conversion price, the Company recorded a contingent beneficial conversion feature of $1.3 million. The Series D Preferred Stock entitles the holder to cumulative dividends, payable quarterly, at an annual rate of (i) 8% of the Stated Value during the three year period commencing on the date of issue, and (ii) 12% of the Stated Value commencing three years after the date of issue. We may, at our option, pay dividends in PIK Shares, in which event the applicable dividend rate will be 12% and the number of such PIK Shares issuable as a dividend will be equal to the aggregate dividend payable divided by the lesser of (x) the then effective Conversion Price or (y) the average volume weighted average price of the Company’s common stock for the five prior consecutive trading days. In April 2014, the Company issued 26,157 Series D Preferred Stock PIK dividend shares, for previously accrued dividends. The Board of Directors intends to declare a PIK dividend payable in the form of shares of Series D Preferred Stock. The dividends will be payable to holders of record as of March 31, 2015 for accrued dividends for the period of January 1, 2015 to March 31, 2015. As those shares were not issued as of March 31, 2015, they have not been included in the Series D Preferred Stock balance at March 31, 2015. As such, the Company recorded an estimated dividend payable in Current Liabilities in the in the unaudited condensed consolidated balance sheets at March 31, 2015 at an estimated fair value of $216,000. |
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Upon any liquidation, dissolution or winding-up of our Company, holders of Series D Preferred Stock will be entitled to receive, for each share of Series D Preferred Stock, an amount equal to the Stated Value of $10.00 per share plus any accrued but unpaid dividends thereon before any distribution or payment may be made to the holders of any common stock, Series A Preferred Stock, Series B Preferred Stock, or subsequently issued preferred stock. |
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In addition, commencing on the trading day on which the closing price of the common stock is greater than $2.00 for thirty consecutive trading days with a minimum average daily trading volume of at least 5,000 shares for such period, and at any time thereafter, the Company may, in its sole discretion, effect the conversion of all of the outstanding shares of Series D Preferred Stock to common stock (subject to the condition that, all of the shares issuable upon such conversion may be re-sold without limitation under an effective registration statement or pursuant to Rule 144 under the Securities Act of 1933, as amended). |
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Pursuant to the Series D Certificate of Designation, commencing two years from the termination or expiration of the offering of the Series D Preferred Stock (which termination occurred on December 31, 2012), and at any time thereafter, the Company in its sole discretion may redeem all of the outstanding shares of Series D Preferred Stock at a purchase price of $10.00 per share plus any accrued but unpaid dividends. |
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Series E Preferred Stock |
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In November 2013, the Company issued 409,000 shares of Series E Preferred for cash consideration totaling $4,090,000. In conjunction with the issuance, the Company incurred issuance costs totaling $875,000, consisting of placement fees of $327,000, legal and other expenses of $270,000, and issued 818,000 warrants to purchase shares of common stock with an exercise price of $0.55 per share to the placement agent with an estimated fair value of $278,000 determined using the Black Scholes option valuation pricing model. The fair value calculation was prepared using the following assumptions: Stock price: $0.47; expected term: 2.5 years; risk free rate of interest of 0.44%; volatility of 143%; and dividend yield of $0. |
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On November 12, 2013, the Company filed a Certificate of Designation of Series E Preferred Stock (the “Series E Certificate of Designation”) with the Secretary of State of Delaware. Pursuant to the Series E Certificate of Designation, we designated 2,000,000 shares of the Company’s preferred stock as Series E Preferred Stock. The Series E Preferred Stock has a Stated Value of $10.00 per share, does not have voting rights, and is convertible, at the option of the holder, into such number of shares of common stock equal to the number of shares of Series E Preferred Stock to be converted, multiplied by the Stated Value, divided by the Conversion Price in effect at the time of the conversion. The initial Conversion Price is $0.50, subject to adjustment in the event of stock splits, stock dividends and similar transactions, and in the event of subsequent equity sales at a lower price per share, subject to certain exceptions. |
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The Series E Preferred Stock entitles the holder to cumulative dividends (subject to the prior dividend rights of the Company’s Series D Preferred Stock), payable quarterly, at an annual rate of (i) 10% of the Stated Value during the three year period commencing on the date of issue, and (ii) 14% of the Stated Value commencing three years after the date of issue. We may, at our option (subject to certain conditions), pay dividends in PIK shares, in which event the applicable dividend rate will be 14% and the number of shares issuable as a dividend will be equal to the aggregate dividend payable divided by the lesser of (x) the then effective Conversion Price or (y) the average volume weighted average price of our common stock for the five prior consecutive trading days. In April 2014, the Company issued 7,533 Series E Preferred Stock PIK dividend shares, for previously accrued dividends. The Board of Directors intends to declare a PIK dividend payable in the form of shares of Series E Preferred Stock. The dividends will be payable to holders of record as of March 31, 2015 for accrued dividends for the period of January 1, 2015 to March 31, 2015. As those shares were not issued as of March 31, 2015, they have not been included in the Series E Preferred Stock balance March 31, 2015. As such, the Company recorded an estimated dividend payable in Current Liabilities in the unaudited condensed consolidated balance sheets at March 31, 2015 at an estimated fair value of $144,000. |
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Upon any liquidation, dissolution or winding-up of our Company, holders of Series E Preferred Stock will be entitled to receive (following payment in full of amounts owed to in respect of the Company’s Series D Preferred Stock), for each share of Series E Preferred Stock, an amount equal to the Stated Value of $10.00 per share plus any accrued but unpaid dividends thereon before any distribution or payment may be made to the holders of any common stock, Series A Preferred Stock, Series B Preferred Stock, or subsequently issued preferred stock. |
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In addition, commencing on the trading day on which the closing price of the common stock is greater than $1.35 for thirty consecutive trading days with a minimum average daily trading volume of at least 10,000 shares for such period, and at any time thereafter, the Company may, in our sole discretion, effect the conversion of all of the outstanding shares of Series E Preferred Stock to common stock (subject to the condition that, all of the shares issuable upon such conversion may be re-sold without limitation under an effective registration statement or pursuant to Rule 144 under the Securities Act of 1933, as amended). |
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On November 12, 2013, we filed Amendment No. 2 to our Certificate of Designation of Series A Preferred Stock (the “Series A Amendment”), and Amendment No. 2 to our Certificate of Designation of Series B Preferred Stock (the “Series B Amendment”). Pursuant to the Series A Amendment and the Series B Amendment, the Series A Preferred Stock and the Series B Preferred Stock will be subordinate to the Series E Preferred Stock with respect to any distributions upon any liquidation, dissolution or winding-up of our Company, respectively. |
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(b) Common Stock |
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For the three months ended March 31, 2015 |
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There were no common stock issuances for the three months ended March 31, 2015. |
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For the year ended December 31, 2014 |
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There were no common stock issuances for the year ended December 31, 2014. |
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(c) Warrants |
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For the three months ended March 31, 2015 |
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There were no warrant issuances for the three months ended March 31, 2015. |
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For the year ended December 31, 2014 |
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There were no warrant issuances for the year ended December 31, 2014. |
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The following table summarizes information about the Company’s outstanding common stock warrants as of March 31, 2015: |
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| | Date | | | Strike | | | Outstanding | | | Exercise | | | Exercise | |
| | Issued | | | Expiration | | | Price | | | and Exercisable | | | Price | | | Price | |
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Placement Agent Preferred Stock - Class D | | | 12-Dec | | | | 17-Dec | | | | 1.1 | | | | 704,200 | | | | 774,620 | | | | | |
Common Stock Investor Warrants * | | | 13-Aug | | | | 18-Aug | | | | 0.5 | | | | 1,463,667 | | | | 731,834 | | | | | |
Placement Agent Warrants - Common Stock * | | | 13-Aug | | | | 18-Aug | | | | 0.5 | | | | 292,733 | | | | 146,367 | | | | | |
Placement Agent Preferred Stock - Class E | | | 13-Nov | | | | 18-Nov | | | | 0.55 | | | | 818,000 | | | | 449,900 | | | | | |
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| | | | | | | | | | | | | | | 3,278,600 | | | $ | 2,102,720 | | | $ | 0.64 | |
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* warrants classified as liabilities |