Private Placement Financing Disclosure [Text Block] | 2014 PRIVATE PLACEMENT FINANCING On January 30, 2014, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with nine separate accredited investors (“2014 Investors”) providing for the issuance and sale by the Company to the 2014 Investors, in a private placement, of an aggregate of 11,400,000 0.25 34,200,000 2,850,000 Upon the closing of the 2014 Private Placement Financing on February 4, 2014 (the “Closing Date”), the Company entered into a registration rights agreement (the “2014 Registration Rights Agreement”) with the 2014 Investors, pursuant to which the Company became obligated, subject to certain conditions, to file with the Securities and Exchange Commission (“SEC”) on or before March 21, 2014 one or more registration statements to register for resale under the Securities Act of 1933, as amended, (i) the 2014 Shares and the 2014 Warrant Shares, plus (ii) an additional number of shares of common stock equal to 33% of the total number of 2014 Shares and 2014 Warrant Shares, to account for adjustments, if any, to the number of 2014 Warrant Shares issuable pursuant to the terms of the 2014 Warrants (the securities set forth in this clause (ii), the “Additional Shares”). Under the terms of the 2014 Registration Rights Agreement, the Company is permitted to reduce the number of shares covered by a registration statement if such reduction is required by the SEC as a condition for permitting such registration statement to become effective and treated as a resale registration statement (the “Cutback Provisions”). In response to comments received from the SEC and in accordance with the terms of the 2014 Registration Rights Agreement, the Company reduced the number of shares included in its draft resale registration statement by the number of Additional Shares. The Company’s failure to satisfy certain other obligations and deadlines set forth in the 2014 Registration Rights Agreement may subject the Company to payment of monetary penalties as discussed below, including liquidated damages. The resale registration statement was declared effective on July 2, 2014. The 2014 Warrants were exercisable immediately upon issuance. The Series A warrants had an initial exercise price of $ 0.30 0.35 12 0.40 18 4.9 The Company may be required to make certain payments to the 2014 Investors under certain circumstances in the future pursuant to the terms of the Securities Purchase Agreement and the 2014 Registration Rights Agreement. These potential future payments include: (a) potential partial damages for failure to register the common stock issued or issuable upon exercise of 2014 Warrants (in a cash amount equal to 1% of the price paid to the Company by each investor in the 2014 Private Placement Financing on the date of and on each 30-day anniversary of such failure until the cure thereof; (b) amounts payable if the Company and its transfer agent fail to timely remove certain restrictive legends from certificates representing shares of common stock issued in the 2014 Private Placement Financing or issuable upon exercise of the 2014 Warrants; (c) expense reimbursement for the lead investor in the 2014 Private Placement Financing; and (d) payments in respect of claims for which the Company provides indemnification. There is no cap to the potential consideration. On July 2, 2014, we received from the SEC a Notice of Effectiveness of our Registration Statement related to the 2014 Private Placement Financing which satisfied some of our obligation to register these securities with the SEC. On December 1, 2014, the Company agreed to amend certain provisions of the 2014 Warrants (the “December 2014 Amendment”). Under the terms of the December 2014 Amendment, the affected 2014 Warrants were amended to (i) reduce the exercise price of the Series B Warrants from $ 0.35 0.20 0.40 0.20 1,300,170 As of December 2, 2014, Series B Warrants had been exercised for an aggregate issuance of 4,000,000 800,000 224,000 On March 13, 2015, the Company issued unsecured 8% Convertible Notes, (the “Notes”), in the aggregate principal amount of $ 750,000 0.20 5,700,000 11,400,000 17,100,000 624,016 Prior to June 22, 2015, Series C Warrants had been exercised for an aggregate issuance of 2,255,000 451,000 75,321 During the year ended September 30, 2015, Series A Warrants, and Series C Warrants had been exercised for an aggregate issuance of 6,000,000 8,000,000 2,800,000 1,750,000 686,801 687 0.001 On June 22, 2015 the Company entered into the Amendment to the Series A Warrants and Series C Warrants to purchase Common Stock (the “June 2015 Amendment”), with Cranshire Capital Master Fund, Ltd. (“Cranshire”), to (i) delete the full ratchet anti-dilution provisions set forth in the Series A Warrants and Series C Warrants; and (ii) extend the expiration date of the Series C Warrants from 5:00 p.m., New York time, on July 2, 2015 to 5:00 p.m., New York time, on July 2, 2016. In consideration of Cranshire’s entrance into the June 2015 Amendment (and for no additional consideration), the Company agreed to issue to the holders of the 2014 Warrants up to 570,000 927,373 3,263,753 As of September 30, 2015, all 570,000 Derivative Liabilities The Company initially accounted for the 2014 Warrants relating to the aforementioned 2014 Private Placement Financing in accordance with ASC 815-10, Derivatives and Hedging On February 4, 2014, the closing date of the 2014 Private Placement Financing, the derivative liabilities were recorded at fair value of $ 10,391,693 2,850,000 7,541,693 The values of the derivative liability as of September 30, 2015 and 2014 were $ 0 6,270,000 896,763 4,121,693 299,321 3,263,753 4,000,000 Fair Value Measurements Using Significant Unobservable Warrant Derivative Liability 2015 2014 Beginning balance at September 30, $ 6,270,000 $ - Issuances - 10,391,693 Modification of warrants, net of Inducement Shares 896,763 - Exercises of warrants (299,321) - Adjustments to estimated fair value (3,603,689) (4,121,693) Reclass of Derivative Liability to Equity (3,263,753) - Ending balance at September 30, 2015 $ - $ 6,270,000 September 30, December 1, March 15, June 22, Closing price per share of Common Stock $ 0.18 $ 0.25 $ 0.21 $ 0.23 Exercise price per share $ 0.30 - 0.40 $ 0.20 - $0.30 $ 0.20 - $0.30 $ 0.20 Expected volatility 85 - 90 % 80 90 % 80 110 % 55- 85 % Risk-free interest rate 0.02 - 1.55 % .01 1.39 % 0.03 1.41 % 0.27 - 1.68 % Dividend yield Remaining expected term of underlying securities (years) 0.33 - 4.33 0.33 4.6 0.22 4.3 1.03 4.03 As of Exercises during th As of Closing price per share of Common Stock $ 0.26 $ 0.23-0.27 $ 0.27 Exercise price per share $ 0.20 $ 0.20 $ 0.20 Expected volatility 75-85 % 75- 85 % 75-85 % Risk-free interest rate 1.63 % 0.23-1.36 % 0.21-1.09 % Dividend yield Remaining expected term of underlying securities (years) 1.01 0.80-3.96 0.76-3.76 Common Stock At the February 4, 2014 closing date of the 2014 Private Placement Financing, the Company issued 11,400,000 11,400 0.001 |