Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 27, 2015 | Jun. 30, 2014 | |
Document Information [Line Items] | |||
Entity Registrant Name | xG TECHNOLOGY, INC. | ||
Entity Central Index Key | 1565228 | ||
Current Fiscal Year End Date | -19 | ||
Trading Symbol | XGTI | ||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 36,220,748 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $31,281,542 |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Current assets | ||||
Cash | $758 | $5,517 | ||
Inventory, net | 4,070 | 2,916 | ||
Accounts Receivable, net of allowance of $30 and $16 ($480 and $470 from related party, net of allowance of $10 and $10) | 702 | 788 | ||
Prepaid expenses and other current assets | 411 | 49 | ||
Due from related party | 0 | 1,350 | ||
Total current assets | 5,941 | 10,620 | ||
Property and equipment, net | 816 | 806 | ||
Intangible assets, net | 16,382 | 18,196 | ||
Total assets | 23,139 | 29,622 | ||
Current liabilities | ||||
Accounts payable | 868 | 1,841 | ||
Accrued expenses | 511 | 772 | ||
Accrued bonuses | 0 | 298 | ||
Accrued interest | 42 | 42 | ||
Due to related parties | 2,110 | 1,526 | ||
Deferred revenue ($480 and $480 from related party) | 480 | 480 | ||
Obligation under capital lease | 123 | 129 | ||
Derivative liabilities | 270 | 0 | ||
Total current liabilities | 4,404 | 5,088 | ||
Long-term obligation under capital lease | 0 | 118 | ||
Convertible note payable | 2,000 | 2,000 | ||
Total liabilities | 6,404 | 7,206 | ||
Commitments and contingencies | ||||
Series A convertible preferred stock - $0.00001 par value per share: 3,000,000 and 0 shares authorized at December 31, 2014 and 2013; 750,000 and 0 issued or outstanding as of December 31, 2014 and 2013 (liquidation preference of $750,100 at December 31, 2014) | 378 | 0 | ||
Total convertible preferred stock | 378 | 0 | ||
Stockholders' equity (deficit) | ||||
preferred stock - $0.00001 par value per share: 7,000,000 and 10,000,000 shares authorized at December 31, 2014 and 2013; none issued or outstanding as of December 31, 2014 and 2013 | 0 | 0 | ||
Common stock, - $0.00001 par value, 100,000,000 and 300,000,000 shares authorized, 26,176,153 and 18,682,310 shares issued as of December 31, 2014 and 2013, respectively | 0 | [1] | 0 | [1] |
Additional paid in capital | 186,919 | 174,000 | ||
Accumulated deficit | -170,540 | -151,562 | ||
Treasury stock, at cost - 2,284 shares as of December 31, 2014 and 2013, respectively | -22 | -22 | ||
Total stockholder’s equity | 16,357 | 22,416 | ||
Total liabilities and stockholders' equity | $23,139 | $29,622 | ||
[1] | Less than $1 |
BALANCE_SHEETS_Parenthetical
BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Preferred stock, shares authorized | 7,000,000 | 10,000,000 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 300,000,000 |
Common stock, shares issued | 26,176,153 | 18,682,310 |
Treasury stock, shares | 2,284 | 2,284 |
Allowance for Doubtful Accounts Receivable, Current | $30 | $16 |
Allowance for Doubtful Other Receivables, Current | 10 | 10 |
Accounts Receivable Related Parties Net Current | 480 | 470 |
Deferred Revenue Related Party | 480 | 480 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Temporary equity, par value (in dollars per share) | $0.00 | $0.00 |
Temporary equity, shares authorized | 3,000,000 | 0 |
Temporary equity, shares issued | 750,000 | 0 |
Temporary equity, shares outstanding | 750,000 | 0 |
Temporary equity, liquidation preference | $750,100 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue | $628 | $406 | |
Cost of revenue and operating expenses | |||
Cost of components and personnel | 156 | 102 | |
General and administrative expenses | 7,618 | 5,501 | |
Development | 7,597 | 5,468 | |
Stock based compensation | 625 | 796 | |
Amortization and depreciation | 3,871 | 2,370 | |
Total cost of revenue and operating expenses | 19,867 | 14,237 | |
Loss from operations | -19,239 | -13,831 | |
Other income (expense) | |||
Other income | 440 | 0 | |
Other expense | 0 | -10,068 | |
Inducement expense | 0 | -391 | |
Interest expense, net | -179 | -2,227 | |
Impairment | 0 | -933 | |
Total other income (expense) | 261 | -13,619 | |
Loss before income tax provision | -18,978 | -27,450 | |
Income tax provision | 0 | 0 | |
Net loss | -18,978 | -27,450 | |
Dividends | 0 | [1] | 0 |
Net loss attributable to common shareholders | ($18,978) | ($27,450) | |
Basic and diluted net loss per share (in dollars per share) | ($0.83) | ($2.86) | |
Weighted average number of shares outstanding basic and diluted (in shares) | 22,847 | 9,598 | |
[1] | Less than $1 |
STATEMENTS_OF_STOCKHOLDERS_EQU
STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] | |
In Thousands, except Share data | ||||||
Balance at Dec. 31, 2012 | ($5,887) | $0 | [1] | $118,247 | ($22) | ($124,112) |
Balance (in shares) at Dec. 31, 2012 | 6,041,946 | |||||
Net loss | -27,450 | 0 | 0 | 0 | -27,450 | |
Stock based compensation | 796 | 0 | 796 | 0 | 0 | |
Compensation granted in stock | 94 | 0 | [1] | 94 | 0 | 0 |
Compensation granted in stock (in Shares) | 15,242 | |||||
Conversion of 2011 Convertible Note Payable Principal Balance | 15,000 | 0 | [1] | 15,000 | 0 | 0 |
Conversion of 2011 Convertible Note Payable Principal Balance (in shares) | 1,127,820 | |||||
Issuance of stock in exchange for payment of interest on convertible debt | 180 | 0 | [1] | 180 | 0 | 0 |
Issuance of stock in exchange for payment of interest on convertible debt (in shares) | 41,672 | |||||
Issuance of stock for inducement of 2011 Convertible note payable | 0 | 0 | [1] | 0 | 0 | 0 |
Issuance of stock for inducement of 2011 Convertible note payable (in shares) | 159,330 | |||||
Issuance of stock for conversion of Bridge Loan and extinguishment | 11,480 | 0 | [1] | 11,480 | 0 | 0 |
Issuance of stock for conversion of Bridge Loan and extinguishment (in shares) | 2,187,529 | |||||
Issuance of Warrants - conversion of bridge loan | 392 | 0 | 392 | 0 | 0 | |
Issuance of warrants for the Bridge Loan and extinguishment | 401 | 0 | 401 | 0 | 0 | |
Issuance of shares and warrants - IPO | 6,751 | 0 | [1] | 6,751 | 0 | 0 |
Issuance of shares and warrants - IPO (in shares) | 1,337,792 | |||||
Issuance of shares and warrants - IPO over-allotment | 1,027 | 0 | [1] | 1,027 | 0 | 0 |
Issuance of shares and warrants - IPO over-allotment (in shares) | 200,668 | |||||
Issuance of - shares, warrants, and modification of options for one-time agreement with MBTH | 10,067 | 0 | [1] | 10,067 | 0 | 0 |
Issuance of - shares, warrants, and modification of options for one-time agreement with MBTH (in shares) | 1,599,453 | |||||
Issuance of shares and warrants - secondary offering | 9,147 | 0 | [1] | 9,147 | 0 | 0 |
Issuance of shares and warrants - secondary offering (in shares) | 5,715,000 | |||||
Issuance of stock - secondary offering exercise of over-allotment | 415 | 0 | [1] | 415 | 0 | 0 |
Issuance of stock - secondary offering exercise of over-allotment (in shares) | 255,000 | |||||
Issuance of stock from exercise of warrants | 3 | 0 | [1] | 3 | 0 | 0 |
Issuance of stock from exercise of warrants (in shares) | 858 | |||||
Balance at Dec. 31, 2013 | 22,416 | 0 | [1] | 174,000 | -22 | -151,562 |
Balance (in shares) at Dec. 31, 2013 | 18,682,310 | |||||
Net loss | -18,978 | 0 | 0 | 0 | -18,978 | |
Stock based compensation | 625 | 0 | 625 | 0 | 0 | |
Compensation granted in stock | 307 | 0 | [1] | 307 | 0 | 0 |
Compensation granted in stock (in Shares) | 145,597 | |||||
Issuance of stock as payment of 2011 and 2012 bonus | 272 | 0 | [1] | 272 | 0 | 0 |
Issuance of stock as payment of 2011 and 2012 bonus (in shares) | 148,867 | |||||
Conversion of 2011 Convertible Note Payable Principal Balance | 0 | |||||
Issuance of stock in exchange for payment of interest on convertible debt | 180 | 0 | [1] | 180 | 0 | 0 |
Issuance of stock in exchange for payment of interest on convertible debt (in shares) | 84,653 | |||||
Issuance of stock - third offering | 8,816 | 0 | [1] | 8,816 | 0 | 0 |
Issuance of stock - third offering (in shares) | 5,265,000 | |||||
Issuance of stock - 15 million purchase agreement | 439 | 0 | [1] | 439 | 0 | 0 |
Issuance of stock - 15 million purchase agreement (in shares) | 275,000 | |||||
Issuance of stock - 1 million purchase agreement | 961 | 0 | [1] | 961 | 0 | 0 |
Issuance of stock - 1 million purchase agreement (in shares) | 500,000 | |||||
Issuance of stock - S-3 financing | 1,302 | 0 | [1] | 1,302 | 0 | 0 |
Issuance of stock - S-3 financing (in shares) | 1,041,584 | |||||
Issuance of stock to financing agent - Series A financing | 17 | 0 | [1] | 17 | 0 | 0 |
Issuance of stock to financing agent - Series A financing | 33,142 | |||||
Balance at Dec. 31, 2014 | $16,357 | $0 | [1] | $186,919 | ($22) | ($170,540) |
Balance (in shares) at Dec. 31, 2014 | 26,176,153 | |||||
[1] | Less than $1 |
STATEMENTS_OF_STOCKHOLDERS_EQU1
STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
$1M Purchase Agreement [Member] | |
Purchase Agreement Value | $1,000,000 |
$15M Purchase Agreement [Member] | |
Purchase Agreement Value | $15,000,000 |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Cash flows used in operating activities | ||
Net loss | ($18,978) | ($27,450) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Stock based compensation | 625 | 796 |
Share-based consulting and other services | 307 | 94 |
Allowance for doubtful accounts | 14 | 16 |
Bad debt write-off | 257 | 0 |
Inventory reserve | 200 | 0 |
Gain from non-monetary exchange | -65 | 0 |
Depreciation and amortization | 3,871 | 2,370 |
Impairment | 0 | 933 |
Accretion of financing instruments | 0 | 176 |
Inducement expense | 0 | 391 |
Other expense | 0 | 10,068 |
Other income | -440 | 0 |
Non-cash interest expense | 0 | 601 |
Reversal of accrued bonus expense | -25 | -2,335 |
Inventory write-off | 159 | 0 |
Changes in assets and liabilities | ||
Accounts receivable | -185 | -804 |
Inventory | -1,676 | -2,621 |
Prepaid expenses and other current assets | -3 | 293 |
Accounts payable | -973 | 1,186 |
Accrued expenses | 359 | 21 |
Accrued interest and fees | 0 | 1,300 |
Deferred revenue - related party | 0 | 480 |
Due to related parties | 1,934 | 91 |
Net cash used in operating activities | -14,619 | -14,395 |
Cash flows used in investing activities | ||
Capital expenditures for property and equipment | -134 | -294 |
Capitalization of intangible assets | -1,771 | -2,602 |
Net cash used in investing activities | -1,905 | -2,896 |
Cash flows provided by financing activities | ||
Repayment of capital lease | -123 | -123 |
Proceeds from convertible notes payable | 0 | 450 |
Proceeds from convertible bridge loan payable ($2,727 to related party) | 0 | 4,994 |
Repayment of convertible bridge loan payable | 0 | -125 |
Proceeds from issuance of common stock | 11,224 | 17,340 |
Proceeds from issuance of convertible preferred stock, net of issuance costs | 664 | 0 |
Proceeds from issuance of warrants | 0 | 1 |
Net cash provided by financing activities | 11,765 | 22,537 |
Net (decrease) increase in cash | -4,759 | 5,246 |
Cash, beginning of year | 5,517 | 271 |
Cash, end of year | 758 | 5,517 |
Supplemental cash flow disclosures of investing and financing activities | ||
Stock issued as payment of fees under the $15M purchase agreement | 294 | 0 |
Stock issued as payment of bonus | 272 | 0 |
Derivative liability in connection with conversion option and warrants | 270 | 0 |
Stock issued as payment for interest on convertible note | 180 | 180 |
Reclassification of inventory to fixed asset | 163 | 0 |
Reclassification of fixed asset to inventory | 0 | 293 |
Stock issued as payment of fees on convertible preferred stock | 17 | 0 |
Conversion of note payable | 0 | 15,000 |
Conversion of convertible bridge loan payable including interest and fees | 0 | 9,023 |
Interest and fees refinanced under the bridge loan | 0 | 5,408 |
Due to related party refinanced under the bridge loan | 0 | 1,393 |
Related party amount refinanced under the bridge loan | 0 | 1,013 |
Capital lease obligation for property and equipment | $0 | $370 |
STATEMENTS_OF_CASH_FLOWS_Paren
STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Proceeds from Related Party Debt | $2,727,000 | |
Stock Issued During Period, Value, Purchase of Assets | $15,000,000 |
NATURE_OF_OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Nature of Operations [Text Block] | 1 — NATURE OF OPERATIONS |
Description of Business | |
xG Technology, Inc. (the “Company”) is a Delaware corporation that has developed a broad portfolio of innovative intellectual property that we believe will enhance wireless communications. The Company’s intellectual property is embedded in proprietary software algorithms designed to offer cognitive interference mitigation and spectrum access solutions to organizations in a wide variety of industries, including national defense and rural broadband, which represent the primary vertical markets that the Company is initially targeting. | |
GOING_CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2014 | |
Going Concern [Abstract] | |
Going Concern Disclosure [Text Block] | 2 — GOING CONCERN |
The financial statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the Company as a going concern. At December 31, 2014, the Company has an accumulated deficit of $170.5 million and a net loss of approximately $19.0 for year then ended. On March 1, 2015, the Company announced that it implemented cost reduction initiatives that included a decrease in the Company’s workforce and other expense reductions which should decrease the monthly cash burn. As of the date of this filing, the Company believes it has sufficient liquidity to fund operations through May 2015. To date, the Company is experiencing long sales cycles in the areas that have potential for near term revenue, most notably, in the first responder, public safety, military and rural telco markets. These factors raise substantial doubt about the Company’s ability to continue as a going concern. | |
The ability to recognize revenue and ultimately cash receipts is contingent upon, but not limited to, acceptable performance of the delivered equipment and services. If the Company is unable to raise additional capital and or close on some of its revenue producing opportunities in the near term, the carrying value its assets may be impacted and it may be material. The financial statements do not include any adjustments related to the recovery and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||
Significant Accounting Policies [Text Block] | 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||
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 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. | ||||||||||||||
Cash and Cash Equivalents | ||||||||||||||
The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. | ||||||||||||||
Concentrations of Credit Risk for Cash | ||||||||||||||
The Company does not have any off-balance-sheet concentrations of credit risk. Credit risk is the risk that counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company’s credit risk is primarily attributable to its cash and account receivables. The Company’s policy is to maintain its cash with high credit quality financial institutions to limit its risk of loss exposure. During the year, the Company had cash balances in excess of the federally insured limits of $250,000. The funds are on deposit with Wells Fargo Bank, N.A. Consequently, the Company does not believe that there is a significant risk having these balances in one financial institution. The Company has not experienced any losses in its bank accounts through December 31, 2014. For customers, management assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. | ||||||||||||||
Inventory | ||||||||||||||
Inventories, consisting principally of raw materials and finished goods, are carried at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method. Raw materials consist of purchased parts, components and supplies. The Company evaluates inventory balances and adjusts inventory to the lower of cost or market based upon anticipated usage of the inventory and the potential for obsolescence. | ||||||||||||||
Intangible Assets | ||||||||||||||
Capitalized software costs incurred in the research, design and development of software for sale to others as a separate product or embedded in a product and sold as part of the product as a whole are charged to expense until technological feasibility is established and amortized on a straight-line basis over five years, beginning when the products are offered for sale or the enhancements are integrated into the products. Management is required to use its judgment in determining whether capitalized software costs meet the criteria for immediate expense or capitalization, in accordance with Generally Accepted Accounting Principles (“GAAP”). The unamortized capitalized costs of a computer software product are compared to the net realizable value of that product and any excess is written off. | ||||||||||||||
The Company’s proprietary software solutions operate in a fast changing industry that may generate unknown methods of detecting and monitoring disturbances that could render our technology inferior, resulting in the Company’s results of operations being materially adversely affected. The Company does, however, closely monitor trends and changes in technologies and customer demand that could adversely impact its competitiveness and overall success. It is reasonably possible that those estimates of anticipated future gross revenues, the remaining estimated economic life of the product, or both will be reduced significantly in the near term due to competitive pressures. As a result, the carrying amount of the capitalized software costs for the Company’s products may be reduced materially in the near term. | ||||||||||||||
Costs incurred for product enhancements are charged to expense as research and development until the technological feasibility of the enhancement has been established. These enhancements are amortized on a straight line basis over the useful life of the product enhancement which is currently estimated to be five years beginning when the enhancements are integrated into the products that are offered for sale. | ||||||||||||||
The Company’s software is inherently complex and may contain defects and errors that are only detectable when the products are in use. Such defects or errors could have a serious impact on our end customers, which could damage our reputation, harm our customer relationships and expose the Company to liability. Defects in the Company’s software could adversely affect our ability and that of our customers to ship products on a timely basis as well as customer or licensee demand for our products. Any such delays or declines in demand could reduce the Company’s revenues and harm our ability to achieve or sustain desired levels of profitability. The Company and its customers may also experience component or software failures or defects that could require significant product recalls, rework and/or repairs that are not covered by warranty reserves. In 2014, the Company began developing a new product, the CN3200 Dual Band Routing Modem (‘‘CN3200’’), formerly known as the xRM modem. On September 30, 2014, the Company received certification from the U.S. Federal Communications Commission in connection with the CN3200. Intellectual property is embedded in proprietary software algorithms that offer cognitive spectrum access and interference mitigation solutions. | ||||||||||||||
Patents and licenses are measured initially at purchase cost and are amortized on a straight line basis over their useful lives which range between 18.5 to 20 years. | ||||||||||||||
Property, Plant and Equipment | ||||||||||||||
Property, plant and equipment are presented at cost at the date of acquisition. Depreciation is computed using the straight-line method over estimated useful asset lives, which range from 3 to 7 years commencing the month following the purchase. | ||||||||||||||
Impairment of Long-Lived Assets | ||||||||||||||
Long lived assets including certain intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Impairment of intangible assets amounted to $0 and $37,000 for the years ended December 31, 2014 and 2013, respectively. Impairment of property and equipment amounted to $0 and $896,000 for the years ended December 31, 2014 and 2013, respectively. | ||||||||||||||
Allowance for Doubtful Accounts | ||||||||||||||
In the event that management determines that a receivable becomes uncollectible, or events or circumstances change, which result in a temporary cessation of payments from the customer, the Company will make a best estimate of probable or potential losses in accounts receivable balance using the allowance method for each quarterly period. Management will periodically review the receivables at the end of each quarterly reporting period and the appropriate accrual will be made based on current available evidence and historical experience. Allowance for doubtful accounts were $30,000 and $16,000 for the years ended December 31, 2014 and 2013, respectively. The Company wrote off $257,000 and $0 of accounts receivable to bad debt expense for the years ended December 31, 2014 and 2013, respectively. | ||||||||||||||
Revenue Recognition | ||||||||||||||
The Company recognizes revenues when persuasive evidence of an arrangement exists, services have been rendered, the price is fixed and determinable, and collectability is reasonably assured. Revenues from management and consulting, time-and-materials service contracts, maintenance agreements and other services are recognized as the services are provided or at the time the goods are shipped and title as passed. | ||||||||||||||
Development Expenses | ||||||||||||||
Development expenses consist primarily of salaries and related costs for technical and programming personnel, are expensed as incurred and were $7,597,000 and $5,468,000 for the years ended December 31, 2014 and 2013, respectively. | ||||||||||||||
Accounting for Warrants to Purchase Common Stock | ||||||||||||||
Warrants for the purchase of common stock in connection with the Series A Convertible Preferred Stock are carried at fair value and reported as a derivative liability on the accompanying balance sheets. Upon certain fundamental events the warrants could be redeemed at the option of the holder at fair market value estimated using Black Scholes. Changes in the fair value of warrants for the purchase of Series A Convertible Preferred Stock are included in other income (expense) in the statements of operations. | ||||||||||||||
Accounting for Derivative Instruments | ||||||||||||||
The conversion feature was bifurcated from the Series A Preferred Stock as it was not considered to be clearly and closely related to the host agreement. The conversion feature had terms that require derivative liability classification on the balance sheet which is carried at fair value. Changes in the fair value of Convertible Feature for the purchase of the Series A Convertible Preferred Stock are included in other income (expense) on the statements of operations. | ||||||||||||||
Income Taxes | ||||||||||||||
The Company accounts for income taxes using the assets and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income or expense in the period that the change is effective. Tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. | ||||||||||||||
The Company files a U.S. federal and state income tax return. The Company recognizes liabilities for uncertain tax positions based on the two-step process prescribed by GAAP. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires the Company to estimate and measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company reevaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision in the period. The Company recognizes interest and penalties as incurred in finance income (expense), net in the Statements of Operations. There were no liabilities recorded for uncertain tax positions at December 31, 2014 and 2013. | ||||||||||||||
Stock Based Compensation | ||||||||||||||
The Company accounts for stock-based awards to employees in accordance with applicable accounting principles, which requires compensation expense related to share-based transactions, including employee stock options, to be measured and recognized in the financial statements based on a determination of the fair value of the stock options. | ||||||||||||||
The grant date fair value is determined using the Black-Scholes-Merton (“Black-Scholes”) pricing model. For all employee stock options, the Company recognizes expense over the employee’s requisite service period (generally the vesting period of the equity grant). The Company’s option pricing model requires the input of highly subjective assumptions, including the expected stock price volatility, expected term, and forfeiture rate. Any changes in these highly subjective assumptions significantly impact stock-based compensation expense. | ||||||||||||||
Options awarded to purchase shares of common stock issued to non-employees in exchange for services are accounted for as variable awards in accordance with applicable accounting principles. Such options are valued using the Black-Scholes option pricing model. | ||||||||||||||
Treasury Stock | ||||||||||||||
Shares of common stock repurchased are recorded at cost as treasury stock. When shares are reissued, the cost method is used for determining cost. In accordance with GAAP, the excess of the acquisition cost over the reissuance price of the treasury stock, if any, is recorded to additional paid-in capital, limited to the amount previously credited to additional paid-in capital, if any. Any excess is charged to accumulated deficit. | ||||||||||||||
Earnings Per Share | ||||||||||||||
Basic earnings per common share amounts are based on weighted average number of common shares outstanding. Diluted earnings per share amounts are based on the weighted average number of common shares outstanding, plus the incremental shares that would have been outstanding upon the assumed exercise of all potentially dilutive stock options, warrants and convertible stock, subject to anti-dilution limitations. All such potentially dilutive instruments were anti-dilutive as of December 31, 2014 and 2013. At December 31, 2014 and 2013 approximately 6.95 million and 5.29 million shares underlying the convertible debentures, options and warrants were anti-dilutive. | ||||||||||||||
Warranty Reserve | ||||||||||||||
Although the Company tests its product in accordance with its quality programs and processes, its warranty obligation is affected by product failure rates and service delivery costs incurred in correcting a product failure. Should actual product failure rates or service costs differ from the Company’s estimates, which are based on limited historical data, where applicable, revisions to the estimated warranty liability would be required. The warranty reserve for the fiscal year ending December 31, 2014 and 2013 was $9,000 and $8,000, respectively. | ||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||
Generally accepted accounting principles require disclosing the fair value of financial instruments to the extent practicable for financial instruments which are recognized or unrecognized in the balance sheet. The fair value of the financial instruments disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement. | ||||||||||||||
In assessing the fair value of financial instruments, the Company uses a variety of methods and assumptions, which are based on estimates of market conditions and risks existing at the time. For certain instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses, it was estimated that the carrying amount approximated fair value because of the short maturities of these instruments. All debt is based on current rates at which the Company could borrow funds with similar remaining maturities and approximates fair value. | ||||||||||||||
GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use on unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is described below: | ||||||||||||||
Level 1: | Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. | |||||||||||||
Level 2: | Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. | |||||||||||||
Level 3: | Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. | |||||||||||||
The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2014, consistent with the fair value hierarchy provisions: | ||||||||||||||
Quoted Prices | ||||||||||||||
in Active Markets for | Significant Other | Significant | ||||||||||||
Identical Assets/Liabilities | Observable Inputs | Unobservable Inputs | ||||||||||||
(Level 1) | (Level 2) | (Level 3) | Carrying Amount | |||||||||||
Assets: | ||||||||||||||
Cash | $ | 758,000 | $ | — | $ | — | $ | 758,000 | ||||||
Liabilities: | ||||||||||||||
Convertible note payable | $ | — | $ | 29,000 | $ | — | $ | 2,000,000 | ||||||
Preferred stock -conversion feature | $ | — | $ | — | $ | 150,000 | $ | 150,000 | ||||||
Preferred stock -warrants | $ | — | $ | — | $ | 120,000 | $ | 120,000 | ||||||
The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2013, consistent with the fair value hierarchy provisions: | ||||||||||||||
Quoted Prices | ||||||||||||||
in Active Markets for | Significant Other | Significant | ||||||||||||
Identical Assets/Liabilities | Observable Inputs | Unobservable | ||||||||||||
(Level 1) | (Level 2) | Inputs (Level 3) | Carrying Amount | |||||||||||
Assets: | ||||||||||||||
Cash | $ | 5,517,000 | $ | — | $ | — | $ | 5,517,000 | ||||||
Liabilities: | ||||||||||||||
Convertible note payable | $ | — | $ | 90,000 | $ | — | $ | 2,000,000 | ||||||
Recently Issued Accounting Principles | ||||||||||||||
We are an ‘‘emerging growth company’’ as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act. We will remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenue exceed $1 billion, (ii) the date that we become a ‘‘large accelerated filer’’ as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period. Pursuant to Section 107 of the JOBS Act, we have elected to utilize the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. | ||||||||||||||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers: Topic 606. This update affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets, unless those contracts are within the scope of other standards. The guidance in this update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition and most industry-specific guidance. The core principle of the guidance is that an entity should recognize revenue to illustrate the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance also includes a cohesive set of disclosure requirements that will provide users of financial statements with comprehensive information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from a reporting organization’s contracts with customers. This ASU is effective retrospectively for fiscal years, and interim periods within those years beginning after December 15, 2016 for public companies and 2017 for non-public entities. Management is evaluating the effect, if any, on the Company’s financial position and results of operations. | ||||||||||||||
In June 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The amendments in the ASU require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718, Compensation – Stock Compensation, as it relates to awards with performance conditions that affect vesting to account for such awards. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. Management is evaluating the effect, if any, on the Company’s financial position and results of operations. | ||||||||||||||
INVENTORY
INVENTORY | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventory Disclosure [Text Block] | 4 — INVENTORY | |||||||
Inventories included in the accompanying balance sheet are stated at the lower of cost or market as summarized below: | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Raw materials consisting of purchased parts, components and supplies | $ | 2,084,000 | $ | 2,461,000 | ||||
Finished goods | 2,186,000 | 455,000 | ||||||
Sub-total inventories | 4,270,000 | 2,916,000 | ||||||
Less inventory reserve | -200,000 | — | ||||||
Total inventory – net | $ | 4,070,000 | $ | 2,916,000 | ||||
Based upon the Company’s analysis of the lower of cost or market, the Company recorded a reserve for inventory of $200,000 and $0 as of December 31, 2014 and 2013. The Company wrote-off $159,000 and $0 of inventory for the years ending December 31, 2014 and 2013, respectively. | ||||||||
ACCOUNTS_RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Receivables [Abstract] | ||||||||
Financing Receivables [Text Block] | 5 — ACCOUNTS RECEIVABLE | |||||||
Accounts receivable consist of the following: | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Accounts receivable | $ | 252,000 | $ | 324,000 | ||||
Accounts receivable – related party (see note 17) | 480,000 | 480,000 | ||||||
732,000 | 804,000 | |||||||
Net allowance for doubtful accounts | -30,000 | -16,000 | ||||||
Net accounts receivable | $ | 702,000 | $ | 788,000 | ||||
The Company wrote off $257,000 and $0 of accounts receivable to bad debt expense for the years ended December 31, 2014 and 2013, respectively. | ||||||||
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||
Property, Plant and Equipment Disclosure [Text Block] | 6 — PROPERTY AND EQUIPMENT | ||||||||||
Property and equipment consist of the following: | |||||||||||
Useful Life | December 31, | ||||||||||
(years) | |||||||||||
2014 | 2013 | ||||||||||
Cost: | |||||||||||
Furniture and equipment | 3 – 7 years | $ | 2,930,000 | $ | 2,633,000 | ||||||
Accumulated depreciation | -2,114,000 | -1,827,000 | |||||||||
Property and equipment, net | $ | 816,000 | $ | 806,000 | |||||||
Depreciation of property and equipment amounted to $287,000 and $393,000 for the years ended December 31, 2014 and 2013, respectively. The Company reclassified inventory totaling $163,000 into equipment in 2014. | |||||||||||
Impairment of property and equipment amounted to $0 and $896,000 for the years ended December 31, 2014 and 2013, respectively. The impairment charge of $896,000 in 2013 was related to hardware with a cost of $2,193,000 and an accumulated depreciation of $1,297,000. | |||||||||||
INTANGIBLE_ASSETS
INTANGIBLE ASSETS | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||
Intangible Assets Disclosure [Text Block] | 7 — INTANGIBLE ASSETS | ||||||||||||||||
Intangible assets consist of the following: | |||||||||||||||||
Software Development Costs | Patents & Licenses | ||||||||||||||||
Cost | A.A. | Cost | A.A. | Total | |||||||||||||
Balance as of December 31, 2012 | $ | 12,226,000 | $ | -1,261,000 | $ | 12,272,000 | $ | -5,629,000 | $ | 17,608,000 | |||||||
Additions | 2,562,000 | — | 39,000 | — | 2,601,000 | ||||||||||||
Impairments | — | — | -36,000 | — | -36,000 | ||||||||||||
Amortization | — | -1,313,000 | — | -664,000 | -1,977,000 | ||||||||||||
Balance as of December 31, 2013 | $ | 14,788,000 | $ | -2,574,000 | $ | 12,275,000 | $ | -6,293,000 | $ | 18,196,000 | |||||||
Additions | 1,667,000 | — | 103,000 | — | 1,770,000 | ||||||||||||
Impairments | — | — | — | — | — | ||||||||||||
Amortization | — | -2,920,000 | — | -664,000 | -3,584,000 | ||||||||||||
Balance as of December 31, 2014 | $ | 16,455,000 | $ | -5,494,000 | $ | 12,378,000 | $ | -6,957,000 | $ | 16,382,000 | |||||||
Amortization of intangible assets amounted to $3,584,000 and $1,977,000 for 2014 and 2013, respectively. The total cost basis of intangible assets at December 31, 2014 was $28.8 million which consists of $26.9 million of costs that are subject to amortization at December 31, 2014 and $1.9 million of assets that are not subject to amortization at December 31, 2014. | |||||||||||||||||
Software Development Costs: | |||||||||||||||||
At December 31, 2014 the Company has capitalized a total of $16.5 million of software development costs. Included in the capitalized costs is $1.8 million of costs associated with enhancement of the xMax cognitive radio products. These costs are not being amortized considering that the enhancement is not yet incorporated in products and available for sale. The Company recognized amortization of software development costs available for sale of $2.9 million and $1.3 million in 2014 and 2013, respectively. | |||||||||||||||||
Patents & Licenses: | |||||||||||||||||
At December 31, 2014 the Company has capitalized a total of $12.4 million of patents & licenses. Included in the capitalized costs is $12.3 million of costs associated with patents and licenses that have been filed. Also included in the capitalized costs is $0.1 million of costs associated with provisional patents and pending applications which have not yet been filed. The Company amortizes patents and licenses that have been filed over their useful lives which range between 18.5 to 20 years. The costs of provisional patents and pending applications is not amortized until the patent is filed and is reviewed each reporting period to determine if it is likely that the patent will be successfully filed. The Company recognized $0.7 million of amortization expense related to patents and licenses in each of the years ended December 31, 2014 and 2013. | |||||||||||||||||
Estimated amortization expense for the succeeding five years is as follows: | |||||||||||||||||
2015 | $ | 3,589,000 | |||||||||||||||
2016 | 3,037,000 | ||||||||||||||||
2017 | 2,980,000 | ||||||||||||||||
2018 | 2,179,000 | ||||||||||||||||
2019 and thereafter | 2,679,000 | ||||||||||||||||
$ | 14,464,000 | ||||||||||||||||
OBLIGATION_UNDER_CAPITAL_LEASE
OBLIGATION UNDER CAPITAL LEASE | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Leases, Capital [Abstract] | |||||
Capital Leases in Financial Statements of Lessee Disclosure [Text Block] | 8 — OBLIGATION UNDER CAPITAL LEASE | ||||
The future minimum payments for capital leases as at December 31, 2014 are as follows: | |||||
2015 | $ | 125,500 | |||
Total minimum lease payments | 125,500 | ||||
Less amount representing interest | -2,500 | ||||
Present value of the net minimum lease payments | 123,000 | ||||
Less obligations under capital lease maturing within one year | 123,000 | ||||
Long-term portion of obligations under capital lease | $ | — | |||
The interest rate on the capital lease agreement is 4% annually. | |||||
CONVERTIBLE_NOTES_PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 9 — CONVERTIBLE NOTE PAYABLE |
Treco | |
On October 6, 2011, the Company entered into a convertible promissory note (the “$2 Million Convertible Note”) in favor of Treco International, S.A. (“Treco”), as part of the settlement compensation to Treco for terminating the infrastructure agreement. The $2 Million Convertible Note is payable on final maturity, October 6, 2018 and is convertible, at Treco’s option, into common shares of the Company at a price of $35.00 per share. Interest at the rate of 9% per year is payable semi-annually in cash or shares, at the Company’s option. As of December 31, 2014, $2 million of principal balance was outstanding under the $2 million Convertible Note. The accrued interest was $42,329 and $42,329 at December 31, 2014 and 2013, respectively. On May 7, 2014, the Company issued 34,091 shares in repayment of $90,000 of interest. On November 5, 2014, the Company issued 50,562 shares in repayment of $90,000 of interest. | |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Income Tax Disclosure [Text Block] | 10 — INCOME TAXES | |||||||
The provision (benefit) for income taxes consists of the following: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Current tax provision | ||||||||
Federal | $ | — | $ | — | ||||
State | — | — | ||||||
— | — | |||||||
Deferred tax provision | ||||||||
Federal | — | — | ||||||
State | — | — | ||||||
— | — | |||||||
Income tax provision | $ | — | $ | — | ||||
A reconciliation of the statutory tax rate to the effective tax rate is as follows: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Statutory Federal income tax rate | 35 | % | 35 | % | ||||
State and local taxes net of Federal benefit | 5.5 | % | 5.5 | % | ||||
Permanent differences | -1.9 | % | -1.24 | % | ||||
Valuation allowance | -38.6 | % | -39.26 | % | ||||
Effective tax rate | 0 | % | 0 | % | ||||
There were no uncertain tax positions taken, or expected to be taken, in a tax return that would be determined to be an unrecognized tax benefit taken or expected to be taken in a tax return that should have been recorded on the Company’s financial statements for the years ended December 31, 2014 or 2013. | ||||||||
Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial accounting purposes and the amounts used for income tax reporting. Significant components of the Company’s deferred tax assets are as follows: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Deferred tax assets | ||||||||
Net operating loss carry forwards | $ | 53,634,000 | $ | 48,122,000 | ||||
Research and development tax credit carry forwards | 1,869,000 | 1,207,000 | ||||||
Change in fair value of options and warrants | — | — | ||||||
Accrued expenses | — | 96,000 | ||||||
Total deferred tax asset | 55,503,000 | 49,425,000 | ||||||
Valuation allowance | -55,503,000 | -49,425,000 | ||||||
$ | — | $ | — | |||||
Net operating losses (“NOL”) of approximately $132.4 million will expire beginning in 2027 for federal and state purposes. The Company also has research and development credits of approximately $1.9 million which will begin to expire in 2027. | ||||||||
Realization of the NOL carry forwards and other deferred tax temporary differences is contingent on future taxable earnings. The Company’s deferred tax asset was reviewed for expected utilization using a “more likely than not” approach by assessing the available positive and negative evidence surrounding its recoverability. Accordingly, a valuation allowance has been recorded against the Company’s deferred tax asset, as it was determined based upon past and present losses that it was “more likely than not” that the Company’s deferred tax assets would not be realized. The valuation allowance was increased to the full carrying amount of the Company’s deferred tax assets. In future years, if the deferred tax assets are determined by management to be “more likely than not” to be realized, the recognized tax benefits relating to the reversal of the valuation allowance as of December 31, 2014 will be recorded. The Company will continue to assess and evaluate strategies that will enable the deferred tax asset, or portion thereof, to be utilized, and will reduce the valuation allowance appropriately as such time when it is determined that the “more likely than not” criteria is satisfied. The federal and state tax returns for the years ending December 31, 2011, 2012 and 2013 are currently open. | ||||||||
DERIVATIVE_LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||
Derivative Instruments and Hedging Activities Disclosure [Text Block] | 11 — DERIVATIVE LIABILITIES | ||||
Series A Convertible Preferred Stock - Conversion Option | |||||
On December 30, 2014, the Company entered into a purchase agreement pursuant to which the Company sold to 31 Group, 750,000 of the Company’s Series A Convertible Preferred Stock (the “Preferred Stock”). The Preferred Stock are convertible, in whole or in part, at a conversion price equal to the lower of (i) $2.00 or (ii) 85% of the average of the five (5) lowest volume weighted average prices of the common stock during the twenty (20) consecutive trading day period ending the trading day immediately preceding the delivery of the applicable conversion notice. The conversion feature was bifurcated from the Preferred Stock as it was not considered to be clearly and closely related to the host agreement and is accounted for as a derivative liability. | |||||
Warrants to Purchase Common Stock | |||||
In connection with the issuance of Series A Convertible Preferred Stock, the Company issued warrants to purchase up to 375,000 shares of Common Stock (the “Warrants”). The Warrants have an exercise price of $2.00 per share (the “Exercise Price”). Warrants covering up to 375,000 shares of Common Stock are exercisable at any time on or before December 31, 2019. The Warrants are accounted for as derivative liability as they can be redeemed by the holder for fair market value upon certain fundamental transactions. | |||||
The table below sets forth a summary of changes in the fair value of the Company’s Level 3 derivative liabilities for the year ended December 31, 2014: | |||||
Balance at beginning of year | $ | - | |||
Additions to conversion option derivative liability at December 30, 2014 | 150,000 | ||||
Additions to warrant derivative liability at December 30, 2014 | 120,000 | ||||
Change in fair market value of the derivative liabilities | - | ||||
Balance at end of year | $ | 270,000 | |||
These instruments were valued using pricing models that incorporate the price of a share of Common Stock, volatility, risk free rate, dividend rate and estimated life. The Company computed the fair value using the Black-Scholes model as of December 30, 2014. There was no change in fair value of the instruments at December 31, 2014. | |||||
The following are the key assumptions used in connection with the valuation of the conversion option on the date of issuance and at December 31, 2014: | |||||
Number of shares convertible into | 750,000 | ||||
Fair market value of stock | $ | 0.51 | |||
Conversion Price | $ | 0.57 | |||
Volatility | 131 | % | |||
Risk-free interest rate | 0.13 | % | |||
Expected dividend yield | 0 | % | |||
Life of Convertible Preferred Stock (year) | 1 | ||||
Number of shares underlying the Warrants | 375,000 | ||||
Fair market value of stock | $ | 0.51 | |||
Exercise Price | $ | 2 | |||
Volatility | 112.9 | % | |||
Risk-free interest rate | 0.96 | % | |||
Expected dividend yield | 0 | % | |||
Warrant life (years) | 5 | ||||
The risk-free rate is based on the rate for the U.S. Treasury note over the expected terms. The expected term is the full term of the warrant and preferred stock. Expected volatility is based on the average of the weekly share price changes over the shorter of the expected term or the period from the placement on London Stock Exchange’s AIM Market to the date of the grant. | |||||
PREFERRED_STOCK
PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Preferred Stock [Text Block] | 12 — Preferred Stock |
In March 2013, by approval of the majority of the shareholders, the Company was authorized to issue 10,000,000 shares of “Blank Check” preferred stock, par value $0.00001 per share. On December 30, 2014, 3,000,000 shares were designated as authorized Series A Convertible Preferred Stock. | |
Series A Convertible Preferred Stock | |
On December 30, 2014, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with 31 Group, LLC (“31 Group”) pursuant to which the Company sold to 31 Group, for a purchase price of $750,000, 750,000 shares of Series A Convertible Preferred Stock, par value $0.00001 per share (the “Series A Preferred Stock”) and warrants (the “Warrants”) to purchase 375,000 shares of common stock. The Company also issued to 31 Group 33,142 shares of common stock in consideration of 31 Group’s execution and delivery of the Purchase Agreement (the “Commitment Shares”). The offer and sale of the Series A Preferred Stock, the common stock issuable upon conversion of the Series A Preferred Stock and the Commitment Shares were made pursuant to the Shelf Registration Statement. | |
The Warrants are exercisable immediately for a period of five years from their issue date. The exercise price with respect to the warrants is $2.00 per share. The exercise price for the warrants is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate change and dilutive issuances. Upon certain fundamental events, the warrants could be redeemed by the holders of the warrants at fair market value estimated using Black Scholes. | |
Holder Optional Redemption after Maturity Date | |
At any time from and after the tenth business day prior to the maturity date, December 30, 2015, any holder may require the Company to redeem all or any number of Series A Preferred Stock held by such holder at a purchase price equal to 105% of the conversion amount. | |
Ranking | |
The Series A Preferred Stock will rank with respect to dividend rights and/or rights upon distributions, liquidation, dissolution or winding up of the Company senior to all of the Company’s common stock and other classes of capital stock, unless the holders of a majority of the outstanding shares of Series A Preferred Stock consent to the creation of parity stock or senior preferred stock. | |
Liquidation Preference of Series A Preferred Stock | |
Upon the voluntary or involuntary liquidation, dissolution or winding up of the Company, before the payment of any amount to the holder of shares of junior stock, but pari passu with any parity stock, the holders of Series A Preferred Stock are entitled to receive an amount equal to the greater of (i) the stated value of the Series A Preferred Stock or (ii) the amount the holder of Series A Preferred Stock would receive if such holder converted the Series A Preferred Stock into common stock immediately prior to the date of the liquidation event, including accrued and unpaid dividends. | |
Dividends on Series A Preferred Stock | |
Holders of Series A Preferred Stock shall be entitled to receive from the first date of issuance of the Series A Preferred Stock cumulative dividends at a rate of 7.0% per annum on a compounded basis. The Company shall have the right to pay dividends in cash or shares of common stock on the Maturity Date or in cash on any applicable redemption date or, with respect to Series A Preferred Stock subject to conversion into common stock, as part of the conversion amount. | |
Redemption of Series A Preferred Stock | |
Upon the occurrence of certain triggering events as defined in the certificate of designation, the holder of Series A Preferred Stock shall have the right to require the Company, by written notice, to redeem all or any of the shares of Series A Preferred Stock at a price equal to the greater of (i) 125% of the conversion amount to be redeemed and (ii) the product of (a) the conversion amount divided by 85% of the average of the five (5) lowest volume weighted average prices of the common stock during the twenty (20) consecutive trading day period ending the trading day immediately preceding the delivery of the applicable conversion notice multiplied by (b) 125% of the greatest closing sale price of the common stock on any trading day during the period commencing on the date immediately preceding such triggering event and ending on the date the Company makes the entire redemption payment to the holder of Series A Preferred Stock. | |
Upon the occurrence of a change in control of the Company, a holder of Series A Preferred Stock shall have the right to require the Company to redeem all or any portion of the Series A Preferred Stock at a price equal to 125% of the stated value of the Series A Preferred Stock. In addition, so long as certain conditions do not exist (including the Company shall have timely delivered any Common Stock upon the conversion of the Series A Preferred Stock), then the Company shall have the right to redeem all, but not less than all, of the Series A Preferred Stock outstanding in cash at a price equal to the sum of (i) 125% of the stated value of the Series A Preferred Stock and (ii) all accrued and unpaid dividends thereon. | |
At any time from and after the tenth (10) business day prior to the date of maturity, a holder of the Series A Preferred Stock may require the Company to redeem all or any number of Series A Preferred Stock shares held by such holder at a purchase price equal to 105% of the conversion amount of such Series A Preferred Stock shares. | |
Conversion Rights of Preferred Stock | |
A holder of Series A Preferred Stock shall have the right to convert the Series A Preferred Stock, in whole or in part, upon written notice to the Company at a conversion price equal to the lower of (i) $2.00 or (ii) 85% of the average of the five (5) lowest volume weighted average prices of the Common Stock during the twenty (20) consecutive trading day period ending the trading day immediately preceding the delivery of the applicable conversion notice (as adjusted for stock splits, share combinations and similar transactions). | |
Fundamental Transaction | |
The Company shall use its commercially reasonable efforts to not enter into a “fundamental transaction” unless the successor entity assumes the obligations of the Company under the Certificate of Designations and the successor entity (including its parent entity) is a publicly traded company whose shares of common stock are quoted or listed on an eligible national securities exchange. Upon a change of control of the Company, a holder of Series A Preferred Stock shall have the right to require the Company to redeem all or any portion of the Series A Preferred Stock at the applicable premium redemption price. A fundamental transaction is a transaction in which (i) the Company, directly or indirectly, in one or more related transactions, (a) consolidates or merges with or into any other entity (except where the Company is the surviving entity), (b) sells, leases, licenses, assigns, transfers, conveys or otherwise disposes of all or substantially all of its properties or assets to any other entity, (c) allows any other entity to make a purchase, tender or exchange offer that is accepted by such holders of more than 50% of the outstanding shares of voting stock of the Company (not including any shares of voting stock of the Company held by the entity making or party to, or associated or affiliated with the entity making or party to, such purchase, tender or exchange offer), or (d) consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other entity whereby such other entity acquires more than 50% of the outstanding shares of voting stock of the Company (not including any shares of voting stock of the Company held by the other entity making or party to, or associated or affiliated with the other entity making or party to, such stock or share purchase agreement or other business combination), or (e) reorganizes, recapitalizes or reclassifies the Common Stock (which shall not include a reverse stock split), or (ii) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act of 1934, as amended, (the “Exchange Act”) and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding voting stock of the Company. | |
Voting Rights | |
Holders of Series A Preferred Stock shall have no voting rights. | |
EQUITY
EQUITY | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Equity [Abstract] | |||||||||||||||||
Stockholders Equity Note Disclosure [Text Block] | 13 — EQUITY | ||||||||||||||||
April 2014 Offering | |||||||||||||||||
On April 22, 2014, the Company closed an underwritten public offering of 5,265,000 shares of common stock, , at a purchase price to the public of $1.90 per share, for net proceeds to the Company, after deducting underwriter discounts and offering expenses, of $8,816,000. Roth Capital Partners and Feltl and Company acted as underwriters for the offering. | |||||||||||||||||
Reduction in Authorized Shares | |||||||||||||||||
On June 11, 2014, the Board approved a resolution to amend the Corporation’s Certificate of Incorporation, declaring said resolution to be advisable, and calling for the submission of the following resolution to the shareholders to authorize the Board to decrease the number of authorized shares of common stock from 300,000,000 shares to 100,000,000 shares. | |||||||||||||||||
Purchase Agreements and Registration Rights Agreement with Lincoln Park | |||||||||||||||||
$1,000,000 Purchase Agreement | |||||||||||||||||
On September 22, 2014, the Company entered into a Purchase Agreement with Lincoln Park Capital Fund( “Lincoln Park”), pursuant to which we offered 500,000 shares of common stock to Lincoln Park at a price of $2.00 per share, for an aggregate purchase price of $961,000 net of expenses. The closing of the transaction occurred on September 24, 2014. The Company issued the 500,000 shares of common stock pursuant to the Company’s registration statement on Form S-3 that was declared effective on August 31, 2014 (the “Shelf registration Statement’). | |||||||||||||||||
$15,000,000 Purchase Agreement | |||||||||||||||||
On September 19, 2014, the Company entered into a Purchase Agreement (the “$15M Purchase Agreement”) and a registration rights agreement with Lincoln Park. In consideration for entering into the transaction, the Company issued 175,000 shares of its common stock to Lincoln Park as a commitment fee upon execution of the $15M Purchase Agreement. The Company recorded $346,000 as a prepaid expense based upon a stock price of $1.98 on the date of issuance. Lincoln Park also agreed to purchase up to $15,000,000 of shares of common stock over the 24-month term of the $15M Purchase Agreement. | |||||||||||||||||
The $15M Purchase Agreement provides that, from time to time over the term of the $15M Purchase Agreement, on any business day, as often as every other business day, and at its sole discretion, the Company may require Lincoln Park to purchase up to 100,000 shares of common stock (a “Regular Purchase”); provided, however, that (i) a Regular Purchase may be increased to up to 150,000 shares of common stock provided that the closing sale price of common stock is not below $2.00 on the purchase date, (ii) a Regular Purchase may be increased to up to 200,000 shares of common stock provided that the closing sale price of common stock is not below $2.50 on the purchase date and (iii) a Regular Purchase may be increased to up to 250,000 shares of common stock provided that the closing sale price of common stock is not below $3.00 on the purchase date; and provided, further, that the aggregate price of any Regular Purchase shall not exceed $1,000,000. The Company may not sell any shares of its common stock as a Regular Purchase on a date in which the closing sale price of its common stock is below $1.50. The purchase price for Regular Purchases shall be equal to the lesser of (i) the lowest sale price of common stock on the purchase date and (ii) the average of the three (3) lowest closing sale prices of common stock during the ten (10) business days prior to the purchase date, as reported on the NASDAQ Capital Market. | |||||||||||||||||
The Company also has the right, at its sole discretion, to require Lincoln Park to make an accelerated purchase on the business day following the purchase date of a Regular Purchase in an amount up to the lesser of (i) 200% of the number of shares of common stock purchased as a Regular Purchase and (ii) 30% of the trading volume of common stock on such accelerated purchase date, provided that the closing price of common stock equals or exceeds $1.50 on such accelerated purchase date, as reported on the NASDAQ Capital Market. The purchase price per share of common stock for any accelerated purchase will be equal to the lesser of (i) the closing sale price of common stock on the accelerated purchase date and (ii) 95% of the volume weighted average price of common stock on the accelerated purchase date. | |||||||||||||||||
On October 3, 2014, the Company filed a registration statement on Form S-1 with the SEC to register 4,782,906 shares of the Company’s common stock for sale to Lincoln Park under the $15M Purchase Agreement and 175,000 shares of common stock issued to Lincoln Park on September 19, 2014 as a commitment fee. On October 20, 2014, the SEC declared this registration statement effective. | |||||||||||||||||
As of December 31, 2014, the Company has drawn down $145,000 and issued 100,000 shares of common stock under the $15M Purchase Agreement. The Lincoln Park prepaid expense was $294,000 as of December 31, 2014, representing a decrease of $52,000 from the initial recording of $346,000. The Company is amortizing the prepaid balance to additional paid in capital on a straight line basis over the term of the agreement. | |||||||||||||||||
$1,331,500 Purchase Agreement | |||||||||||||||||
On November 25, 2014, the Company entered into a purchase agreement, pursuant to which the Company sold to Lincoln Park, certain officers and directors of the Company (the “Affiliate Purchasers”) and certain other investors (the “Other Investors”) an aggregate of $1,331,500 of the Company’s common stock,. The Company received net proceeds of $1,311,500 after deducting $20,000 in expenses associated with the purchase agreement. Pursuant to the Purchase Agreement, Lincoln Park purchased 500,000 shares of Common Stock at a purchase price of $1.25 per share, the Affiliate Purchasers purchased 245,984 shares of Common Stock at a purchase price of $1.37 per share and the Other Investors purchased 295,600 shares of Common Stock at a purchase price of $1.25 per share pursuant to the Company’s Shelf Registration Statement. | |||||||||||||||||
Equity Distribution Agreement with Roth Capital Partners, LLC | |||||||||||||||||
On November 18, 2014, we entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Roth Capital Partners, LLC (“Roth”), pursuant to which the Company may sell from time to time up to $10,000,000 of shares of common stock (the “Shares”), through Roth (the “Offering”). The Equity Distribution Agreement was amended on December 29, 2014 to change the amount of the Offering to up to $1,000,000. Effective February 23, 2015, the Company terminated the Equity Distribution Agreement with Roth. | |||||||||||||||||
Issuance of common stock to 31 Group | |||||||||||||||||
On December 30, 2014, the Company issued 33,142 shares of its common stock in consideration of 31 Group’s execution and delivery of the Purchase Agreement (See Note 12 – Series A Convertible Preferred Stock). | |||||||||||||||||
Stock Options — Equity Incentive Plans: | |||||||||||||||||
The Company’s stock option plans provide for the grant of options to purchase shares of common stock to officers, directors, other key employees and consultants. The purchase price may be paid in cash or “net settled” in shares of the Company’s common stock. In a net settlement of an option, the Company does not require a payment of the exercise price of the option from the optionee, but reduces the number of shares of common stock issued upon the exercise of the option by the smallest number of whole shares that has an aggregate fair market value equal to or in excess of the aggregate exercise price for the option shares covered by the option exercised. Options generally vest over a three year period from the date of grant and expire ten years from the date of grant. | |||||||||||||||||
A summary of the Company’s historical stock option plan activity as of December 31, 2014 is as follows: | |||||||||||||||||
Shares | Shares | Options | |||||||||||||||
Plan Name | Options Authorized | Options Granted | Exercised | Forfeited/Expired | Outstanding | ||||||||||||
2004 | 142,857 | 142,857 | 67,460 | 46,823 | 28,574 | ||||||||||||
2005 | 142,857 | 142,857 | 10,000 | 58,572 | 74,285 | ||||||||||||
2006 | 314,285 | 310,102 | 6,304 | 72,238 | 231,560 | ||||||||||||
2007 | 28,571 | 25,714 | — | 4,285 | 21,429 | ||||||||||||
2009 | 285,714 | 358,440 | 10,041 | 113,113 | 235,286 | ||||||||||||
2013 | 906,291 | 413,225 | — | 45,550 | 367,675 | ||||||||||||
Total | 1,820,575 | 1,393,195 | 93,805 | 340,581 | 958,809 | ||||||||||||
Under ASC 718, the weighted average fair value of options granted was $1.22 and $1.99 for options granted in 2014 and 2013, respectively. Each option is estimated on the date of grant, using the Black-Scholes model and the following assumptions (all in weighted averages): | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Exercise price | $ | 1.42 | $ | 2.43 | |||||||||||||
Volatility | 118 | % | 109 | % | |||||||||||||
Risk-free interest rate | 1.63 | % | 1.37 | % | |||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||||||
Expected term (years) | 6 | 6 | |||||||||||||||
The risk-free rate is based on the rate for the U.S. Treasury note over the expected term of the option. The expected term for employees represents the period of time that options granted are expected to be outstanding using the simplified method, for non-employee options the expected term is the full term of the option. Expected volatility is based on the average of the weekly share price changes over the shorter of the expected term or the period from the placement on London Stock Exchange’s AIM Market to the date of the grant. The forfeiture rate is based on historical data related to prior option grants, as we believe such historical data will be similar to future results. | |||||||||||||||||
A summary of the status of the Company’s stock option plans for the years ended December 31, 2014 and 2013 is as follows: | |||||||||||||||||
Weighted | |||||||||||||||||
Number of Options | Average | ||||||||||||||||
(in Shares) | Exercise Price | ||||||||||||||||
Options Outstanding January 1, 2013 | 700,903 | $ | 38.15 | ||||||||||||||
Granted | 334,161 | 2.43 | |||||||||||||||
Exercised | — | — | |||||||||||||||
Forfeited or Expired | -52,084 | 13.16 | |||||||||||||||
Options outstanding, December 31, 2013 | 982,980 | 28.05 | |||||||||||||||
Exercisable, December 31, 2013 | 571,261 | $ | 44.79 | ||||||||||||||
Options Outstanding, January 1, 2014 | 982,980 | $ | 28.05 | ||||||||||||||
Granted | 107,600 | 1.42 | |||||||||||||||
Exercised | — | — | |||||||||||||||
Forfeited or Expired | -131,771 | 15.87 | |||||||||||||||
Options outstanding, December 31, 2014 | 958,809 | 26.68 | |||||||||||||||
Exercisable, December 31, 2014 | 656,123 | $ | 37.6 | ||||||||||||||
Summary information regarding the options outstanding and exercisable at December 31, 2014 is as follows: | |||||||||||||||||
Outstanding | Exercisable | ||||||||||||||||
Weighted Average | |||||||||||||||||
Number | Remaining | Weighted | Number | Weighted | |||||||||||||
Outstanding (in | Contractual Life | Average | Exercisable (in | Average | |||||||||||||
Range of Exercise Prices | shares) | (in years) | Exercise Price | shares) | Exercise Price | ||||||||||||
$1.05 – 8.05 | 474,610 | 8.41 | $ | 2.94 | 204,695 | $ | 4.73 | ||||||||||
8.40 – 23.80 | 223,074 | 5.06 | 14.74 | 190,303 | 14.74 | ||||||||||||
35.00 – 70.00 | 235,277 | 1.19 | 68.83 | 235,277 | 68.83 | ||||||||||||
122.50 – 288.75 | 25,848 | 2.02 | 181.98 | 25,848 | 181.98 | ||||||||||||
958,809 | 656,123 | ||||||||||||||||
Under the provisions of ASC 718, the Company recorded approximately $625,000 and $796,000 of stock based compensation expense for the years ended December 31, 2014 and 2013, respectively. Stock based compensation for employees was approximately $305,000 and $421,000 and stock based compensation expense for non-employees was approximately $320,000 and $375,000 for the years ended December 31, 2014 and 2013, respectively. As of December 31, 2014 and 2013, there was approximately $0.6 million and $1.2 million, respectively, of unrecognized compensation cost related to non-vested options under the plans. | |||||||||||||||||
In 2014 and 2013, no options were exercised. The intrinsic value of options exercisable at December 31, 2014 and 2013 was $0 and $0, respectively. The total fair value of shares vested during 2014 and 2013 was $830,000 and $846,000, respectively. | |||||||||||||||||
We had approximately $0.6 million of unrecognized stock-based compensation expense related to unvested stock options, net of estimated forfeitures, as of December 31, 2014, which we expect to be recognized over the next three years. | |||||||||||||||||
Deferred tax benefits recognized from the timing difference of recognizing stock based compensation expense per the financial statements compared to the income tax return has been fully reserved for as the Company is in a net loss position. No windfall tax benefits have been recognized for the exercise of stock options. | |||||||||||||||||
Warrants: | |||||||||||||||||
The Company has issued warrants, outside of the equity incentive plans, at exercise prices equal to or greater than market value of the Company’s common stock at the date of issuance. | |||||||||||||||||
A summary of the warrant and option activity is as follows: | |||||||||||||||||
Number of | Weighted | ||||||||||||||||
Options/Warrants | Average | ||||||||||||||||
(in Shares) | Exercise Price | ||||||||||||||||
Warrants Outstanding January 1, 2013 | 594,285 | $ | 25.9 | ||||||||||||||
Granted | 3,652,669 | 6.61 | |||||||||||||||
Exercised | -858 | 0.35 | |||||||||||||||
Forfeited or Expired | — | — | |||||||||||||||
Warrants Outstanding, December 31, 2013 | 4,246,096 | 6.53 | |||||||||||||||
Exercisable, December 31, 2013 | 4,246,096 | $ | 6.53 | ||||||||||||||
Warrants Outstanding, January 1, 2014 | 4,246,096 | $ | 6.53 | ||||||||||||||
Granted | 375,000 | 2 | |||||||||||||||
Exercised | — | — | |||||||||||||||
Forfeited or Expired | — | — | |||||||||||||||
Warrants Outstanding, December 31, 2014 | 4,621,096 | 6.16 | |||||||||||||||
Exercisable, December 31, 2014 | 4,621,096 | $ | 6.16 | ||||||||||||||
Summary information regarding the warrants as of December 31, 2014 is as follows: | |||||||||||||||||
Weighted Average | |||||||||||||||||
Remaining | |||||||||||||||||
Number Outstanding (in | Contractual Life | ||||||||||||||||
Exercise Price | shares) | (in years) | |||||||||||||||
$0.35 | 70,726 | 3.65 | |||||||||||||||
$2.00 | 375,000 | 5 | |||||||||||||||
$2.19 | 171,450 | 3.89 | |||||||||||||||
$5.50 | 571,428 | 1.13 | |||||||||||||||
$6.87 | 3,266,778 | 3.66 | |||||||||||||||
$7.87 | 14,286 | 0.28 | |||||||||||||||
$8.75 | 142,857 | 3.04 | |||||||||||||||
$35.00 | 8,571 | 2.2 | |||||||||||||||
Exercisable, December 31, 2014 | 4,621,096 | ||||||||||||||||
RETIREMENT_PLAN
RETIREMENT PLAN | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | 14 — RETIREMENT PLAN |
The Company has a 401(k) plan for all full–time employees who have attained the age of 21 and completed 90 days. The Company does not provide any match for the 401(k). | |
COMMITMENTS
COMMITMENTS | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Commitments Disclosure [Text Block] | 15 — COMMITMENTS | ||||
The Company’s office rental, deployment sites and warehouse facilities expenses aggregated approximately $437,000 and $304,000 of which $0 and $83,000 was capitalized during the years ended December 31, 2014 and 2013, respectively. The leases will expire on different dates from 2015 through 2019. The company also entered into contract agreements with one of its principal vendors to provide parts for production totaling $1,634,000. Total obligation of purchasing parts under contractual agreements, minimum future annual rentals, exclusive of real estate taxes and related costs, are approximately as follows: | |||||
Year Ending December 31, | |||||
2015 | $ | 2,069,000 | |||
2016 | 217,000 | ||||
2017 | 84,000 | ||||
2018 | 87,000 | ||||
2019 | 66,000 | ||||
$ | 2,523,000 | ||||
The Company has an employment agreement with its CEO, John Coleman, for a term of three years with automatic renewals unless terminated. Mr. Coleman’s agreement was effective on August 1, 2011. It provides that he will receive a salary of no less than $250,000 per year, subject to annual increases as determined by the Board. In addition, he is entitled to incentive compensation not to exceed two times his base salary. The incentive compensation is payable in shares of common stock at the Company’s discretion. He is also entitled to participate in all other benefits that the Company may provide to other senior executives. The agreement contains a non-compete and non-solicitation agreement. | |||||
On February 17, 2015, John Coleman resigned from his position of Chief Executive Officer effective immediately. Mr. Coleman’s resignation was not a result of any disagreements with the Company. Mr. Coleman will stay on the xG Board and manage the governmental/expeditionary portions of the business. | |||||
In connection with this transition, on February 17, 2015, the Company’s Board of Directors (the “Board”) appointed George Schmitt, the Company’s Executive Chairman, to the role of Chief Executive Officer. Mr. Schmitt will perform the services and duties that are normally and customarily associated with the Chief Executive Officer position, as well as other duties as the Board reasonably determines. | |||||
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2014 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | 16 — CONCENTRATIONS |
During the year ended December 31, 2014, the Company recorded sales to two customers of $204,000 (32%) and $100,000 (16%) in excess of 10% of the Company’s total sales. The Company also recorded consulting revenue of which $200,000 (32%) came from one customer. | |
At December 31, 2014, approximately 97% of net accounts receivable was due from four customers broken down individually as follows; $289,000 (41%), $190,000 (27%), $172,000 (24%) and $33,000 (5%). | |
During the year ended December 31, 2014, approximately 33% of the inventory purchases were derived from three vendors broken down individually as follows; $239,000 (13%), $188,000 (10%) and $178,000 (10%). | |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 17 — RELATED PARTY TRANSACTIONS |
MBTH - Due to Related Party | |
As of December 31, 2014, MBTH owned approximately 24% of the Company’s outstanding shares. Roger Branton, the Company’s Chief Financial Officer, and George Schmitt, the Company’s Executive Chairman, are directors of MBTH, and Richard Mooers, a director of the Company, is the CEO and a director of MBTH. | |
On April 29, 2014, the Company entered into a management agreement (the “Management Agreement”) with MB Technology Holdings, LLC (“MBTH”), pursuant to which MBTH agreed to provide certain management and financial services to the Company for a monthly fee of $25,000. The Management Agreement was effective January 1, 2014. The Company incurred fees related to the Management Agreement of $300,000 and $0, respectively, for the year ended December 31, 2014 and 2013. During the year ended December 31, 2014, the Company paid $225,000 of the fees under the Management Agreement and the remaining $75,000 was included in due to related parties at December 31, 2014. | |
During the year ended December 31, 2014, MBTH did not fund any additional liabilities on behalf of the Company under the 2011 assumption of liability agreement with MBTH. During the year ended December 31, 2014, the Company repaid MBTH $280,000 for liabilities previously paid by MBTH and the balance due to MBTH under the 2011 assumption of liability agreement was $931,000 as of December 31, 2014 which is included in due to related parties. | |
The Company agreed to award MBTH a 3% cash success fee if MBTH arranges financing for the Company or arranges a merger, consolidation or sale by the Company of substantially all of the assets. On February 24, 2015, MBTH invoiced the Company for $700,000 in fees associated with equity financings through April 16, 2014 at a rate of 3% per financing less certain discounts. The Company also accrued for an additional fee of approximately $109,000 for equity financings between April 17, 2014 and December 31, 2014. The balance of $809,000 was recorded as an expense in general and administrative expenses and included in due to related parties. | |
In December 2014, MBTH loaned the Company $50,000 for payroll related expenses. This balance was included in due to related parties. | |
George Schmitt- Due to Related Party | |
On December 30, 2014, the Company received a $245,000 loan from George Schmitt, Chairman of the Board and, effective as of February 17, 2015, Chief Executive Officer. This amount was recorded in due to related parties. | |
Deferred Revenue | |
On October 16, 2013, the Company completed the first delivery of xMax comprehensive cognitive radio system, shipping equipment and providing engineering services required to fulfill the $179,000 purchase order that was received from rural broadband provider Walnut Hill Telephone Company on November 26, 2012. Larry Townes is Chairman of Townes Tele-Communications, Inc., the parent company of Walnut Hill Telephone Company. Given that Larry Townes was a director of xG Technology, at the time of the purchase order, the sale of equipment to Walnut Hill Telephone Company was, at the time it was entered into, considered to be a related party transaction. Due to Walnut Hill Telephone Company waiting for the equipment to meet certain technical specifications, the revenue from this transaction is considered deferred revenue as of December 31, 2014. | |
On December 16, 2013, the Company sold xMax comprehensive cognitive radio system to Haxtun Telephone Company for $301,000 to fulfill a purchase order that was received on November 24, 2012. Larry Townes is Chairman of Townes Tele-Communications, Inc., the parent company of Haxtun Telephone Company. Given that Larry Townes was a director of xG Technology, at the time of the purchase order, the sale of equipment to Haxtun Telephone Company was, at the time it was entered into, considered to be a related party transaction. Due to Haxtun Telephone Company waiting for the equipment to meet certain technical specifications, the revenue from this transaction is considered deferred revenue as of December 31, 2014. | |
Any transactions subsequent to Larry Townes resigning will not be considered related party transactions. | |
Mooers Branton & Co. Incorporated | |
On March 2, 2006, the Company entered into a management agreement (the “MBC Management Agreement”) with Mooers Branton & Co. Incorporated (“MBC”), a Florida corporation, pursuant to which MBC agreed to provide certain management and financial services to the Company for a monthly fee of $80,000. The MBC Management Agreement was terminated on January 1, 2014. The Company incurred fees related to the MBC Management Agreement of $0 and $720,000, respectively, for the year ended December 31, 2014 and 2013. MBC is beneficially controlled and operated by Richard Mooers, a director and Roger Branton, the Chief Financial Officer, of the Company. | |
CONTINGENCIES
CONTINGENCIES | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies Disclosure [Text Block] | 18 — CONTINGENCIES |
The Company is subject, from time to time, to claims by third parties under various legal theories. The defense of such claims, or any adverse outcome relating to any such claims, could have a material adverse effect on the Company’s liquidity, financial condition and cash flows. For the years ended December 31, 2014 and 2013, the Company did not have any legal actions pending. | |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 19 — SUBSEQUENT EVENTS |
Conversions and Balances of Outstanding Series A Preferred Stock | |
As of March 27 2015, $750,000 of the Series A Convertible Stock and $52,500 in dividends have been converted into 2,392,465 shares of common stock. As of March 27, 2015, all outstanding shares of the Series A Convertible Preferred Stock have been fully converted. | |
Short Term Loans | |
On January 8, 2015, the Company repaid $100,000 of the $245,000 due to related party balance owed to George Schmitt. | |
On January 29, 2015 and February 13, 2015, the Company received an aggregate of $700,000 from certain family members of George Schmitt, Chairman of the Board and, effective as of February 17, 2015, Chief Executive Officer. This amount was recorded as a short term loan in due to related parties. On February 23, 2015, George Schmitt transferred the balance of his $145,000 loan to certain family members bringing the total the Company owed to certain family members to $845,000. The $845,000 loan was settled through the issuance of 845,000 shares of Series B Preferred Stock, 53,095 shares of common stock and warrants with respect to 422,500 underlying shares of common stock exercisable for five years at a price of $2.00 per share. | |
The Warrants are exercisable immediately for a period of five years from their issue date. The exercise price with respect to the warrants is $2.00 per share. The exercise price for the warrants is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate change and dilutive issuances. Upon certain fundamental events, the warrants could be redeemed by the holders of the warrants at fair market value estimated using Black Scholes. | |
$350,000 Purchase Agreement | |
On February 11, 2015, the Company entered into a purchase agreement, pursuant to which the Company sold to 31 Group, 350,000 of the Company’s Series B Convertible Preferred Stock, par value $0.00001 per share (the “Series B Preferred Stock”) and warrants to purchase 175,000 shares of the Company’s common stock for a purchase price of $350,000. The Company also issued 24,619 shares of its common stock in consideration of 31 Group’s execution and delivery of the purchase agreement (the “Commitment Shares”). The Preferred Stock and the Commitment Shares were issued pursuant to the Company’s Shelf Registration Statement. | |
The Warrants are exercisable immediately for a period of five years from their issue date. The exercise price with respect to the warrants is $2.00 per share. The exercise price for the warrants is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate change and dilutive issuances. Upon certain fundamental events, the warrants could be redeemed by the holders of the warrants at fair market value estimated using Black Scholes. | |
Series B Preferred Stock | |
The Series B Preferred Stock rank pari passu with our Series A Preferred Stock with respect to dividend rights and/or rights upon distributions, liquidation, dissolution or winding up of the Company and have the same terms and preferences as the Series A Preferred Stock except for the following: | |
Conversion Rights of Series B Preferred Stock. A holder of Series B Preferred Stock shall have the right to convert the Series B Preferred Stock, in whole or in part, upon written notice to the Company at a conversion price equal to the lower of (i) $2.00 or (ii) 85% of the lowest volume weighted average price of the common stock of the Company during the five (5) consecutive trading day period ending and including the trading day immediately preceding the delivery of the applicable conversion notice (as adjusted for stock splits, share combinations and similar transactions). | |
Conversions and Balances of Outstanding Series B Preferred Stock | |
As of March 27 2015, $945,000 of the Series B Convertible Stock and $66,150 in dividends have been converted into 2,677,010 shares of our common stock. As of March 27, 2015, $250,000 of the Series B Preferred Stock remains outstanding. | |
$1,800,000 Purchase Agreement | |
On February 24, 2015, the Company entered into a purchase agreement, pursuant to which the Company sold to institutional investors, 1,800,000 of the Company’s Series C Convertible Preferred Stock, par value $0.00001 per share (the “Series C Preferred Stock”) and warrants to purchase 900,000 shares of the Company’s common stock for a purchase price of $1,800,000. The Company also issued 118,631 shares of its common stock in consideration of the investors’ execution and delivery of the purchase agreement (the “Commitment Shares”). The Preferred Stock and the Commitment Shares were issued pursuant to the Company’s Shelf Registration Statement. | |
The Warrants are exercisable immediately for a period of five years from their issue date. The exercise price with respect to the warrants is $2.00 per share. The exercise price for the warrants is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate change and dilutive issuances. Upon certain fundamental events, the warrants could be redeemed by the holders of the warrants at fair market value estimated using Black Scholes. | |
Series C Preferred Stock | |
The Series C Preferred Stock rank pari passu with our Series A Preferred Stock and our Series B Preferred Stock with respect to dividend rights and/or rights upon distributions, liquidation, dissolution or winding up of the Company and have the same terms and preferences as the Series A and Series B Preferred Stock except for the following: | |
Conversion Rights of Series C Preferred Stock. Upon the occurrence of certain triggering events (including the Preferred Stock or common stock underlying the Preferred Stock is not freely tradeable without restriction; the failure of the common stock to be listed on the NASDAQ Capital Market or other national securities exchange; and bankruptcy, insolvency, reorganization or liquidation proceedings instituted against the Company shall not be dismissed in thirty (30) days or the voluntary commencement of such proceedings by the Company), the holder of Preferred Stock shall have the right to require the Company, by written notice, to redeem all or any of the shares of Preferred Stock at a price equal to the greater of (i) 125% of the conversion amount to be redeemed and (ii) the product of (a) the conversion amount divided by the lower of (x) $2.00 or (y) 85% of the lowest volume weighted average price of the common stock of the Company during the five (5) consecutive trading day period ending and including the trading day immediately preceding the delivery of the applicable conversion notice multiplied by (b) 125% of the greatest closing sale price of the common stock on any trading day during the period commencing on the date immediately preceding such triggering event and ending on the date the Company makes the entire redemption payment to the holder of Preferred Stock. | |
On each of March 12, 2015, March 24, 2015, April 12, 2015 and April 24, 2015, upon the Company’s failure to met certain conditions (including the Company’s common stock failing to maintain a minimum trading price and the common stock failing to maintain certain trading volumes) during the period between the initial issuance date of the Preferred Stock and the relevant determination date, the holders of Preferred Stock shall have the right to require the Company, by written notice, to redeem in cash up to $300,000 of the Preferred Stock, at a price equal to the sum of (i) the stated value of Preferred Stock to be redeemed multiplied by 105% (for redemptions occurring within the first thirty days of the initial issuance date) or 110% (for redemptions occurring during the period between thirty and sixty days of the initial issuance date) plus (ii) all accrued and unpaid dividends thereon until the date of the redemption. | |
Conversions and Balance of Outstanding Series C Preferred Stock | |
As of March 27, 2015, $168,224 of the Series C Convertible Stock and $11,776 in dividends have been converted into 684,220 shares of our common stock. As of March 27, 2015, $1,631,776 of the Series C Preferred Stock remains outstanding. | |
Delisting Notice | |
On February 9, 2015, the Company received a written notification (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) relating to theminimum bid requirements as theCompany’s closing bid price was below $1.00 per share for the previous thirty (30) consecutive business days. | |
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been granted a 180 calendar day compliance period, or until August 10, 2015, to regain compliance with the minimum bid price requirements. During the compliance period, the Company’s shares of common stock will continue to be listed and traded on the Nasdaq Capital Market. To regain compliance, the closing bid of the Company’s shares of common stock must meet or exceed $1.00 per share for at least ten (10) consecutive business days during the 180 calendar day grace period. | |
If the Company is not in compliance by August 10, 2015, the Company may be afforded a second 180 calendar day grace period. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the minimum bid price requirements. In addition, the Company would be required to notify Nasdaq of its intent to cure the minimum bid price deficiency by effecting a reverse stock split, if necessary. | |
If the Company does not regain compliance within the allotted compliance period(s), including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company’s shares of common stock will be subject to delisting. | |
The Company intends to monitor its closing bid price for its common stock between now and August 10, 2015, and will consider available options to resolve the Company’s noncompliance with the minimum bid price requirement, as may be necessary. There can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement or will otherwise be in compliance with other Nasdaq listing criteria. | |
Management Transition | |
Effective January 6, 2015, the board of directors of the Company appointed General James T. Conway as a member of the Board, filling the vacant seat on the Board. | |
On February 17, 2015, John Coleman resigned from his position of Chief Executive Officer effective immediately. Mr. Coleman’s resignation was not a result of any disagreements with the Company. Mr. Coleman will stay on the xG Board and manage the governmental/expeditionary portions of the business. | |
In connection with this transition, on February 17, 2015, the Company’s Board of Directors (the “Board”) appointed George Schmitt, the Company’s Executive Chairman, to the role of Chief Executive Officer. Mr. Schmitt will perform the services and duties that are normally and customarily associated with the Chief Executive Officer position, as well as other duties as the Board reasonably determines. | |
Equity Distribution Agreement | |
On February 24, 2015, the Company delivered notice to Roth Capital Partners, LLC (“Roth”) terminating the Equity Distribution Agreement effective as of February 23, 2015. The Company previously entered into the Equity Distribution Agreement with Roth on November 19, 2014 and amended on December 30, 2014. The Company also filed a supplement to the Prospectus Supplement terminating the offering with respect to the $1,000,000 of the Company’s common stock issuable to Roth under the Equity Distribution Agreement. No shares of the Company’s common stock were sold to Roth by the Company during the term of the Equity Distribution Agreement. | |
Issuance of common stock to MBTH | |
On February 24, 2015, the company issued 3,991,131 shares of common stock to MBTH in consideration of converting $1,756,098 owed of the balance due to related parties at a conversion price of $0.44 per share. | |
Cost Reduction Initiatives | |
On February 26, 2015, the Company announced that effective March 1, 2015, it will implement cost reduction initiatives that will include a decrease in the Company’s current full, part-time and contracted workforce. These initiatives will result in a reduction in monthly operating expenses to approximately $800,000 – an improvement of over 30 percent. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||
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 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. | ||||||||||||||
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents | |||||||||||||
The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. | ||||||||||||||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk for Cash | |||||||||||||
The Company does not have any off-balance-sheet concentrations of credit risk. Credit risk is the risk that counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company’s credit risk is primarily attributable to its cash and account receivables. The Company’s policy is to maintain its cash with high credit quality financial institutions to limit its risk of loss exposure. During the year, the Company had cash balances in excess of the federally insured limits of $250,000. The funds are on deposit with Wells Fargo Bank, N.A. Consequently, the Company does not believe that there is a significant risk having these balances in one financial institution. The Company has not experienced any losses in its bank accounts through December 31, 2014. For customers, management assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. | ||||||||||||||
Inventory, Policy [Policy Text Block] | Inventory | |||||||||||||
Inventories, consisting principally of raw materials and finished goods, are carried at the lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method. Raw materials consist of purchased parts, components and supplies. The Company evaluates inventory balances and adjusts inventory to the lower of cost or market based upon anticipated usage of the inventory and the potential for obsolescence. | ||||||||||||||
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intangible Assets | |||||||||||||
Capitalized software costs incurred in the research, design and development of software for sale to others as a separate product or embedded in a product and sold as part of the product as a whole are charged to expense until technological feasibility is established and amortized on a straight-line basis over five years, beginning when the products are offered for sale or the enhancements are integrated into the products. Management is required to use its judgment in determining whether capitalized software costs meet the criteria for immediate expense or capitalization, in accordance with Generally Accepted Accounting Principles (“GAAP”). The unamortized capitalized costs of a computer software product are compared to the net realizable value of that product and any excess is written off. | ||||||||||||||
The Company’s proprietary software solutions operate in a fast changing industry that may generate unknown methods of detecting and monitoring disturbances that could render our technology inferior, resulting in the Company’s results of operations being materially adversely affected. The Company does, however, closely monitor trends and changes in technologies and customer demand that could adversely impact its competitiveness and overall success. It is reasonably possible that those estimates of anticipated future gross revenues, the remaining estimated economic life of the product, or both will be reduced significantly in the near term due to competitive pressures. As a result, the carrying amount of the capitalized software costs for the Company’s products may be reduced materially in the near term. | ||||||||||||||
Costs incurred for product enhancements are charged to expense as research and development until the technological feasibility of the enhancement has been established. These enhancements are amortized on a straight line basis over the useful life of the product enhancement which is currently estimated to be five years beginning when the enhancements are integrated into the products that are offered for sale. | ||||||||||||||
The Company’s software is inherently complex and may contain defects and errors that are only detectable when the products are in use. Such defects or errors could have a serious impact on our end customers, which could damage our reputation, harm our customer relationships and expose the Company to liability. Defects in the Company’s software could adversely affect our ability and that of our customers to ship products on a timely basis as well as customer or licensee demand for our products. Any such delays or declines in demand could reduce the Company’s revenues and harm our ability to achieve or sustain desired levels of profitability. The Company and its customers may also experience component or software failures or defects that could require significant product recalls, rework and/or repairs that are not covered by warranty reserves. In 2014, the Company began developing a new product, the CN3200 Dual Band Routing Modem (‘‘CN3200’’), formerly known as the xRM modem. On September 30, 2014, the Company received certification from the U.S. Federal Communications Commission in connection with the CN3200. Intellectual property is embedded in proprietary software algorithms that offer cognitive spectrum access and interference mitigation solutions. | ||||||||||||||
Patents and licenses are measured initially at purchase cost and are amortized on a straight line basis over their useful lives which range between 18.5 to 20 years. | ||||||||||||||
Property, Plant and Equipment, Policy [Policy Text Block] | Property, Plant and Equipment | |||||||||||||
Property, plant and equipment are presented at cost at the date of acquisition. Depreciation is computed using the straight-line method over estimated useful asset lives, which range from 3 to 7 years commencing the month following the purchase. | ||||||||||||||
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets | |||||||||||||
Long lived assets including certain intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Impairment of intangible assets amounted to $0 and $37,000 for the years ended December 31, 2014 and 2013, respectively. Impairment of property and equipment amounted to $0 and $896,000 for the years ended December 31, 2014 and 2013, respectively. | ||||||||||||||
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Allowance for Doubtful Accounts | |||||||||||||
In the event that management determines that a receivable becomes uncollectible, or events or circumstances change, which result in a temporary cessation of payments from the customer, the Company will make a best estimate of probable or potential losses in accounts receivable balance using the allowance method for each quarterly period. Management will periodically review the receivables at the end of each quarterly reporting period and the appropriate accrual will be made based on current available evidence and historical experience. Allowance for doubtful accounts were $30,000 and $16,000 for the years ended December 31, 2014 and 2013, respectively. The Company wrote off $257,000 and $0 of accounts receivable to bad debt expense for the years ended December 31, 2014 and 2013, respectively. | ||||||||||||||
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition | |||||||||||||
The Company recognizes revenues when persuasive evidence of an arrangement exists, services have been rendered, the price is fixed and determinable, and collectability is reasonably assured. Revenues from management and consulting, time-and-materials service contracts, maintenance agreements and other services are recognized as the services are provided or at the time the goods are shipped and title as passed. | ||||||||||||||
Research and Development Expense, Policy [Policy Text Block] | Development Expenses | |||||||||||||
Development expenses consist primarily of salaries and related costs for technical and programming personnel, are expensed as incurred and were $7,597,000 and $5,468,000 for the years ended December 31, 2014 and 2013, respectively. | ||||||||||||||
Accounting for Preferred Stock Warrants [Policy Text Block] | Accounting for Warrants to Purchase Common Stock | |||||||||||||
Warrants for the purchase of common stock in connection with the Series A Convertible Preferred Stock are carried at fair value and reported as a derivative liability on the accompanying balance sheets. Upon certain fundamental events the warrants could be redeemed at the option of the holder at fair market value estimated using Black Scholes. Changes in the fair value of warrants for the purchase of Series A Convertible Preferred Stock are included in other income (expense) in the statements of operations. | ||||||||||||||
Accounting for Convertible Feature [Policy Text Block] | Accounting for Derivative Instruments | |||||||||||||
The conversion feature was bifurcated from the Series A Preferred Stock as it was not considered to be clearly and closely related to the host agreement. The conversion feature had terms that require derivative liability classification on the balance sheet which is carried at fair value. Changes in the fair value of Convertible Feature for the purchase of the Series A Convertible Preferred Stock are included in other income (expense) on the statements of operations. | ||||||||||||||
Income Tax, Policy [Policy Text Block] | Income Taxes | |||||||||||||
The Company accounts for income taxes using the assets and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income or expense in the period that the change is effective. Tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. | ||||||||||||||
The Company files a U.S. federal and state income tax return. The Company recognizes liabilities for uncertain tax positions based on the two-step process prescribed by GAAP. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires the Company to estimate and measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company reevaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision in the period. The Company recognizes interest and penalties as incurred in finance income (expense), net in the Statements of Operations. There were no liabilities recorded for uncertain tax positions at December 31, 2014 and 2013. | ||||||||||||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock Based Compensation | |||||||||||||
The Company accounts for stock-based awards to employees in accordance with applicable accounting principles, which requires compensation expense related to share-based transactions, including employee stock options, to be measured and recognized in the financial statements based on a determination of the fair value of the stock options. | ||||||||||||||
The grant date fair value is determined using the Black-Scholes-Merton (“Black-Scholes”) pricing model. For all employee stock options, the Company recognizes expense over the employee’s requisite service period (generally the vesting period of the equity grant). The Company’s option pricing model requires the input of highly subjective assumptions, including the expected stock price volatility, expected term, and forfeiture rate. Any changes in these highly subjective assumptions significantly impact stock-based compensation expense. | ||||||||||||||
Options awarded to purchase shares of common stock issued to non-employees in exchange for services are accounted for as variable awards in accordance with applicable accounting principles. Such options are valued using the Black-Scholes option pricing model. | ||||||||||||||
Treasury Stock Policy [Policy Text Block] | Treasury Stock | |||||||||||||
Shares of common stock repurchased are recorded at cost as treasury stock. When shares are reissued, the cost method is used for determining cost. In accordance with GAAP, the excess of the acquisition cost over the reissuance price of the treasury stock, if any, is recorded to additional paid-in capital, limited to the amount previously credited to additional paid-in capital, if any. Any excess is charged to accumulated deficit. | ||||||||||||||
Earnings Per Share, Policy [Policy Text Block] | Earnings Per Share | |||||||||||||
Basic earnings per common share amounts are based on weighted average number of common shares outstanding. Diluted earnings per share amounts are based on the weighted average number of common shares outstanding, plus the incremental shares that would have been outstanding upon the assumed exercise of all potentially dilutive stock options, warrants and convertible stock, subject to anti-dilution limitations. All such potentially dilutive instruments were anti-dilutive as of December 31, 2014 and 2013. At December 31, 2014 and 2013 approximately 6.95 million and 5.29 million shares underlying the convertible debentures, options and warrants were anti-dilutive. | ||||||||||||||
Guarantees, Indemnifications and Warranties Policies [Policy Text Block] | Warranty Reserve | |||||||||||||
Although the Company tests its product in accordance with its quality programs and processes, its warranty obligation is affected by product failure rates and service delivery costs incurred in correcting a product failure. Should actual product failure rates or service costs differ from the Company’s estimates, which are based on limited historical data, where applicable, revisions to the estimated warranty liability would be required. The warranty reserve for the fiscal year ending December 31, 2014 and 2013 was $9,000 and $8,000, respectively. | ||||||||||||||
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments | |||||||||||||
Generally accepted accounting principles require disclosing the fair value of financial instruments to the extent practicable for financial instruments which are recognized or unrecognized in the balance sheet. The fair value of the financial instruments disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement. | ||||||||||||||
In assessing the fair value of financial instruments, the Company uses a variety of methods and assumptions, which are based on estimates of market conditions and risks existing at the time. For certain instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses, it was estimated that the carrying amount approximated fair value because of the short maturities of these instruments. All debt is based on current rates at which the Company could borrow funds with similar remaining maturities and approximates fair value. | ||||||||||||||
GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use on unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is described below: | ||||||||||||||
Level 1: | Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. | |||||||||||||
Level 2: | Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. | |||||||||||||
Level 3: | Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. | |||||||||||||
The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2014, consistent with the fair value hierarchy provisions: | ||||||||||||||
Quoted Prices | ||||||||||||||
in Active Markets for | Significant Other | Significant | ||||||||||||
Identical Assets/Liabilities | Observable Inputs | Unobservable Inputs | ||||||||||||
(Level 1) | (Level 2) | (Level 3) | Carrying Amount | |||||||||||
Assets: | ||||||||||||||
Cash | $ | 758,000 | $ | — | $ | — | $ | 758,000 | ||||||
Liabilities: | ||||||||||||||
Convertible note payable | $ | — | $ | 29,000 | $ | — | $ | 2,000,000 | ||||||
Preferred stock -conversion feature | $ | — | $ | — | $ | 150,000 | $ | 150,000 | ||||||
Preferred stock -warrants | $ | — | $ | — | $ | 120,000 | $ | 120,000 | ||||||
The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2013, consistent with the fair value hierarchy provisions: | ||||||||||||||
Quoted Prices | ||||||||||||||
in Active Markets for | Significant Other | Significant | ||||||||||||
Identical Assets/Liabilities | Observable Inputs | Unobservable | ||||||||||||
(Level 1) | (Level 2) | Inputs (Level 3) | Carrying Amount | |||||||||||
Assets: | ||||||||||||||
Cash | $ | 5,517,000 | $ | — | $ | — | $ | 5,517,000 | ||||||
Liabilities: | ||||||||||||||
Convertible note payable | $ | — | $ | 90,000 | $ | — | $ | 2,000,000 | ||||||
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Principles | |||||||||||||
We are an ‘‘emerging growth company’’ as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act. We will remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenue exceed $1 billion, (ii) the date that we become a ‘‘large accelerated filer’’ as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period. Pursuant to Section 107 of the JOBS Act, we have elected to utilize the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. | ||||||||||||||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers: Topic 606. This update affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets, unless those contracts are within the scope of other standards. The guidance in this update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition and most industry-specific guidance. The core principle of the guidance is that an entity should recognize revenue to illustrate the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance also includes a cohesive set of disclosure requirements that will provide users of financial statements with comprehensive information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from a reporting organization’s contracts with customers. This ASU is effective retrospectively for fiscal years, and interim periods within those years beginning after December 15, 2016 for public companies and 2017 for non-public entities. Management is evaluating the effect, if any, on the Company’s financial position and results of operations. | ||||||||||||||
In June 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The amendments in the ASU require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718, Compensation – Stock Compensation, as it relates to awards with performance conditions that affect vesting to account for such awards. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. Management is evaluating the effect, if any, on the Company’s financial position and results of operations. | ||||||||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2014, consistent with the fair value hierarchy provisions: | |||||||||||||
Quoted Prices | ||||||||||||||
in Active Markets for | Significant Other | Significant | ||||||||||||
Identical Assets/Liabilities | Observable Inputs | Unobservable Inputs | ||||||||||||
(Level 1) | (Level 2) | (Level 3) | Carrying Amount | |||||||||||
Assets: | ||||||||||||||
Cash | $ | 758,000 | $ | — | $ | — | $ | 758,000 | ||||||
Liabilities: | ||||||||||||||
Convertible note payable | $ | — | $ | 29,000 | $ | — | $ | 2,000,000 | ||||||
Preferred stock -conversion feature | $ | — | $ | — | $ | 150,000 | $ | 150,000 | ||||||
Preferred stock -warrants | $ | — | $ | — | $ | 120,000 | $ | 120,000 | ||||||
The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2013, consistent with the fair value hierarchy provisions: | ||||||||||||||
Quoted Prices | ||||||||||||||
in Active Markets for | Significant Other | Significant | ||||||||||||
Identical Assets/Liabilities | Observable Inputs | Unobservable | ||||||||||||
(Level 1) | (Level 2) | Inputs (Level 3) | Carrying Amount | |||||||||||
Assets: | ||||||||||||||
Cash | $ | 5,517,000 | $ | — | $ | — | $ | 5,517,000 | ||||||
Liabilities: | ||||||||||||||
Convertible note payable | $ | — | $ | 90,000 | $ | — | $ | 2,000,000 | ||||||
INVENTORY_Tables
INVENTORY (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Schedule of Inventory, Current [Table Text Block] | ||||||||
Inventories included in the accompanying balance sheet are stated at the lower of cost or market as summarized below: | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Raw materials consisting of purchased parts, components and supplies | $ | 2,084,000 | $ | 2,461,000 | ||||
Finished goods | 2,186,000 | 455,000 | ||||||
Sub-total inventories | 4,270,000 | 2,916,000 | ||||||
Less inventory reserve | -200,000 | — | ||||||
Total inventory – net | $ | 4,070,000 | $ | 2,916,000 | ||||
ACCOUNTS_RECEIVABLE_Tables
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Receivables [Abstract] | ||||||||
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | ||||||||
Accounts receivable consist of the following: | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Accounts receivable | $ | 252,000 | $ | 324,000 | ||||
Accounts receivable – related party (see note 17) | 480,000 | 480,000 | ||||||
732,000 | 804,000 | |||||||
Net allowance for doubtful accounts | -30,000 | -16,000 | ||||||
Net accounts receivable | $ | 702,000 | $ | 788,000 | ||||
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||
Property, Plant and Equipment [Table Text Block] | |||||||||||
Property and equipment consist of the following: | |||||||||||
Useful Life | December 31, | ||||||||||
(years) | |||||||||||
2014 | 2013 | ||||||||||
Cost: | |||||||||||
Furniture and equipment | 3 – 7 years | $ | 2,930,000 | $ | 2,633,000 | ||||||
Accumulated depreciation | -2,114,000 | -1,827,000 | |||||||||
Property and equipment, net | $ | 816,000 | $ | 806,000 | |||||||
INTANGIBLE_ASSETS_Tables
INTANGIBLE ASSETS (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | |||||||||||||||||
Intangible assets consist of the following: | |||||||||||||||||
Software Development Costs | Patents & Licenses | ||||||||||||||||
Cost | A.A. | Cost | A.A. | Total | |||||||||||||
Balance as of December 31, 2012 | $ | 12,226,000 | $ | -1,261,000 | $ | 12,272,000 | $ | -5,629,000 | $ | 17,608,000 | |||||||
Additions | 2,562,000 | — | 39,000 | — | 2,601,000 | ||||||||||||
Impairments | — | — | -36,000 | — | -36,000 | ||||||||||||
Amortization | — | -1,313,000 | — | -664,000 | -1,977,000 | ||||||||||||
Balance as of December 31, 2013 | $ | 14,788,000 | $ | -2,574,000 | $ | 12,275,000 | $ | -6,293,000 | $ | 18,196,000 | |||||||
Additions | 1,667,000 | — | 103,000 | — | 1,770,000 | ||||||||||||
Impairments | — | — | — | — | — | ||||||||||||
Amortization | — | -2,920,000 | — | -664,000 | -3,584,000 | ||||||||||||
Balance as of December 31, 2014 | $ | 16,455,000 | $ | -5,494,000 | $ | 12,378,000 | $ | -6,957,000 | $ | 16,382,000 | |||||||
Finite-lived Intangible Assets Amortization Expense [Table Text Block] | Estimated amortization expense for the succeeding five years is as follows: | ||||||||||||||||
2015 | $ | 3,589,000 | |||||||||||||||
2016 | 3,037,000 | ||||||||||||||||
2017 | 2,980,000 | ||||||||||||||||
2018 | 2,179,000 | ||||||||||||||||
2019 and thereafter | 2,679,000 | ||||||||||||||||
$ | 14,464,000 | ||||||||||||||||
OBLIGATION_UNDER_CAPITAL_LEASE1
OBLIGATION UNDER CAPITAL LEASE (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Leases, Capital [Abstract] | |||||
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | |||||
The future minimum payments for capital leases as at December 31, 2014 are as follows: | |||||
2015 | $ | 125,500 | |||
Total minimum lease payments | 125,500 | ||||
Less amount representing interest | -2,500 | ||||
Present value of the net minimum lease payments | 123,000 | ||||
Less obligations under capital lease maturing within one year | 123,000 | ||||
Long-term portion of obligations under capital lease | $ | — | |||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | ||||||||
The provision (benefit) for income taxes consists of the following: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Current tax provision | ||||||||
Federal | $ | — | $ | — | ||||
State | — | — | ||||||
— | — | |||||||
Deferred tax provision | ||||||||
Federal | — | — | ||||||
State | — | — | ||||||
— | — | |||||||
Income tax provision | $ | — | $ | — | ||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | A reconciliation of the statutory tax rate to the effective tax rate is as follows: | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Statutory Federal income tax rate | 35 | % | 35 | % | ||||
State and local taxes net of Federal benefit | 5.5 | % | 5.5 | % | ||||
Permanent differences | -1.9 | % | -1.24 | % | ||||
Valuation allowance | -38.6 | % | -39.26 | % | ||||
Effective tax rate | 0 | % | 0 | % | ||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial accounting purposes and the amounts used for income tax reporting. Significant components of the Company’s deferred tax assets are as follows: | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Deferred tax assets | ||||||||
Net operating loss carry forwards | $ | 53,634,000 | $ | 48,122,000 | ||||
Research and development tax credit carry forwards | 1,869,000 | 1,207,000 | ||||||
Change in fair value of options and warrants | — | — | ||||||
Accrued expenses | — | 96,000 | ||||||
Total deferred tax asset | 55,503,000 | 49,425,000 | ||||||
Valuation allowance | -55,503,000 | -49,425,000 | ||||||
$ | — | $ | — | |||||
DERIVATIVE_LIABILITIES_Tables
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Derivative Financial Instruments, Liabilities [Member] | |||||
DERIVATIVE LIABILITY [Line Items] | |||||
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | The following are the key assumptions used in connection with the valuation of the conversion option on the date of issuance and at December 31, 2014: | ||||
Number of shares convertible into | 750,000 | ||||
Fair market value of stock | $ | 0.51 | |||
Conversion Price | $ | 0.57 | |||
Volatility | 131 | % | |||
Risk-free interest rate | 0.13 | % | |||
Expected dividend yield | 0 | % | |||
Life of Convertible Preferred Stock (year) | 1 | ||||
Preferred Stock [Member] | |||||
DERIVATIVE LIABILITY [Line Items] | |||||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The table below sets forth a summary of changes in the fair value of the Company’s Level 3 derivative liabilities for the year ended December 31, 2014: | ||||
Balance at beginning of year | $ | - | |||
Additions to conversion option derivative liability at December 30, 2014 | 150,000 | ||||
Additions to warrant derivative liability at December 30, 2014 | 120,000 | ||||
Change in fair market value of the derivative liabilities | - | ||||
Balance at end of year | $ | 270,000 | |||
Warrant [Member] | |||||
DERIVATIVE LIABILITY [Line Items] | |||||
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | Number of shares underlying the Warrants | 375,000 | |||
Fair market value of stock | $ | 0.51 | |||
Exercise Price | $ | 2 | |||
Volatility | 112.9 | % | |||
Risk-free interest rate | 0.96 | % | |||
Expected dividend yield | 0 | % | |||
Warrant life (years) | 5 | ||||
EQUITY_Tables
EQUITY (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Schedule of Share-based Compensation, Activity [Table Text Block] | A summary of the warrant and option activity is as follows: | ||||||||||||||||
Number of | Weighted | ||||||||||||||||
Options/Warrants | Average | ||||||||||||||||
(in Shares) | Exercise Price | ||||||||||||||||
Warrants Outstanding January 1, 2013 | 594,285 | $ | 25.9 | ||||||||||||||
Granted | 3,652,669 | 6.61 | |||||||||||||||
Exercised | -858 | 0.35 | |||||||||||||||
Forfeited or Expired | — | — | |||||||||||||||
Warrants Outstanding, December 31, 2013 | 4,246,096 | 6.53 | |||||||||||||||
Exercisable, December 31, 2013 | 4,246,096 | $ | 6.53 | ||||||||||||||
Warrants Outstanding, January 1, 2014 | 4,246,096 | $ | 6.53 | ||||||||||||||
Granted | 375,000 | 2 | |||||||||||||||
Exercised | — | — | |||||||||||||||
Forfeited or Expired | — | — | |||||||||||||||
Warrants Outstanding, December 31, 2014 | 4,621,096 | 6.16 | |||||||||||||||
Exercisable, December 31, 2014 | 4,621,096 | $ | 6.16 | ||||||||||||||
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | Summary information regarding the warrants as of December 31, 2014 is as follows: | ||||||||||||||||
Weighted Average | |||||||||||||||||
Remaining | |||||||||||||||||
Number Outstanding (in | Contractual Life | ||||||||||||||||
Exercise Price | shares) | (in years) | |||||||||||||||
$0.35 | 70,726 | 3.65 | |||||||||||||||
$2.00 | 375,000 | 5 | |||||||||||||||
$2.19 | 171,450 | 3.89 | |||||||||||||||
$5.50 | 571,428 | 1.13 | |||||||||||||||
$6.87 | 3,266,778 | 3.66 | |||||||||||||||
$7.87 | 14,286 | 0.28 | |||||||||||||||
$8.75 | 142,857 | 3.04 | |||||||||||||||
$35.00 | 8,571 | 2.2 | |||||||||||||||
Exercisable, December 31, 2014 | 4,621,096 | ||||||||||||||||
Equity Incentive Plans One [Member] | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Schedule of Share-based Compensation, Activity [Table Text Block] | A summary of the Company’s historical stock option plan activity as of December 31, 2014 is as follows: | ||||||||||||||||
Shares | Shares | Options | |||||||||||||||
Plan Name | Options Authorized | Options Granted | Exercised | Forfeited/Expired | Outstanding | ||||||||||||
2004 | 142,857 | 142,857 | 67,460 | 46,823 | 28,574 | ||||||||||||
2005 | 142,857 | 142,857 | 10,000 | 58,572 | 74,285 | ||||||||||||
2006 | 314,285 | 310,102 | 6,304 | 72,238 | 231,560 | ||||||||||||
2007 | 28,571 | 25,714 | — | 4,285 | 21,429 | ||||||||||||
2009 | 285,714 | 358,440 | 10,041 | 113,113 | 235,286 | ||||||||||||
2013 | 906,291 | 413,225 | — | 45,550 | 367,675 | ||||||||||||
Total | 1,820,575 | 1,393,195 | 93,805 | 340,581 | 958,809 | ||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Each option is estimated on the date of grant, using the Black-Scholes model and the following assumptions (all in weighted averages): | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Exercise price | $ | 1.42 | $ | 2.43 | |||||||||||||
Volatility | 118 | % | 109 | % | |||||||||||||
Risk-free interest rate | 1.63 | % | 1.37 | % | |||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||||||
Expected term (years) | 6 | 6 | |||||||||||||||
Equity Incentive Plans Two [Member] | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Schedule of Share-based Compensation, Activity [Table Text Block] | A summary of the status of the Company’s stock option plans for the years ended December 31, 2014 and 2013 is as follows: | ||||||||||||||||
Weighted | |||||||||||||||||
Number of Options | Average | ||||||||||||||||
(in Shares) | Exercise Price | ||||||||||||||||
Options Outstanding January 1, 2013 | 700,903 | $ | 38.15 | ||||||||||||||
Granted | 334,161 | 2.43 | |||||||||||||||
Exercised | — | — | |||||||||||||||
Forfeited or Expired | -52,084 | 13.16 | |||||||||||||||
Options outstanding, December 31, 2013 | 982,980 | 28.05 | |||||||||||||||
Exercisable, December 31, 2013 | 571,261 | $ | 44.79 | ||||||||||||||
Options Outstanding, January 1, 2014 | 982,980 | $ | 28.05 | ||||||||||||||
Granted | 107,600 | 1.42 | |||||||||||||||
Exercised | — | — | |||||||||||||||
Forfeited or Expired | -131,771 | 15.87 | |||||||||||||||
Options outstanding, December 31, 2014 | 958,809 | 26.68 | |||||||||||||||
Exercisable, December 31, 2014 | 656,123 | $ | 37.6 | ||||||||||||||
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | Summary information regarding the options outstanding and exercisable at December 31, 2014 is as follows: | ||||||||||||||||
Outstanding | Exercisable | ||||||||||||||||
Weighted Average | |||||||||||||||||
Number | Remaining | Weighted | Number | Weighted | |||||||||||||
Outstanding (in | Contractual Life | Average | Exercisable (in | Average | |||||||||||||
Range of Exercise Prices | shares) | (in years) | Exercise Price | shares) | Exercise Price | ||||||||||||
$1.05 – 8.05 | 474,610 | 8.41 | $ | 2.94 | 204,695 | $ | 4.73 | ||||||||||
8.40 – 23.80 | 223,074 | 5.06 | 14.74 | 190,303 | 14.74 | ||||||||||||
35.00 – 70.00 | 235,277 | 1.19 | 68.83 | 235,277 | 68.83 | ||||||||||||
122.50 – 288.75 | 25,848 | 2.02 | 181.98 | 25,848 | 181.98 | ||||||||||||
958,809 | 656,123 | ||||||||||||||||
COMMITMENTS_Tables
COMMITMENTS (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Total obligation of purchasing parts under contractual agreements, minimum future annual rentals, exclusive of real estate taxes and related costs, are approximately as follows: | ||||
Year Ending December 31, | |||||
2015 | $ | 2,069,000 | |||
2016 | 217,000 | ||||
2017 | 84,000 | ||||
2018 | 87,000 | ||||
2019 | 66,000 | ||||
$ | 2,523,000 | ||||
GOING_CONCERN_Details_Textual
GOING CONCERN (Details Textual) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Going Concern Disclosure [Line Items] | ||
Retained Earnings (Accumulated Deficit) | $170,540 | $151,562 |
Net Income (Loss) Attributable to Parent, Total | ($18,978) | ($27,450) |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Preferred stock -warrants [Member] | ||
Liabilities: | ||
Liabilities - Carrying Amount | $120,000 | |
Preferred stock -conversion feature [Member] | ||
Liabilities: | ||
Liabilities - Carrying Amount | 150,000 | |
Fair Value, Inputs, Level 1 [Member] | Preferred stock -warrants [Member] | ||
Liabilities: | ||
Liabilities - Carrying Amount | 0 | |
Fair Value, Inputs, Level 1 [Member] | Preferred stock -conversion feature [Member] | ||
Liabilities: | ||
Liabilities - Carrying Amount | 0 | |
Fair Value, Inputs, Level 2 [Member] | Preferred stock -warrants [Member] | ||
Liabilities: | ||
Liabilities - Carrying Amount | 0 | |
Fair Value, Inputs, Level 2 [Member] | Preferred stock -conversion feature [Member] | ||
Liabilities: | ||
Liabilities - Carrying Amount | 0 | |
Fair Value, Inputs, Level 3 [Member] | Preferred stock -warrants [Member] | ||
Liabilities: | ||
Liabilities - Carrying Amount | 120,000 | |
Fair Value, Inputs, Level 3 [Member] | Preferred stock -conversion feature [Member] | ||
Liabilities: | ||
Liabilities - Carrying Amount | 150,000 | |
Cash [Member] | ||
Assets: | ||
Assets - Carrying Amount | 758,000 | 5,517,000 |
Cash [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Assets - Carrying Amount | 758,000 | 5,517,000 |
Cash [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Assets - Carrying Amount | 0 | 0 |
Cash [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Assets: | ||
Assets - Carrying Amount | 0 | 0 |
Convertible Notes Payable [Member] | ||
Liabilities: | ||
Liabilities - Carrying Amount | 2,000,000 | 2,000,000 |
Convertible Notes Payable [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Liabilities: | ||
Liabilities - Carrying Amount | 0 | 0 |
Convertible Notes Payable [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Liabilities: | ||
Liabilities - Carrying Amount | 29,000 | 90,000 |
Convertible Notes Payable [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Liabilities: | ||
Liabilities - Carrying Amount | $0 | $0 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 12 Months Ended | |
Share data in Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Impairment of Intangible Assets, Finite-lived | $0 | $37,000 |
Impairment of Long-Lived Assets to be Disposed of | 0 | 896,000 |
Allowance for Doubtful Accounts Receivable, Current | 30,000 | 16,000 |
Research and Development Expense, Total | 7,597,000 | 5,468,000 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6.95 | 5.29 |
Stock Issued During Period Non Convertible Debt | 1,000,000,000 | |
Common Stock Held By Non Affiliates | 700,000,000 | |
Allowance for Doubtful Accounts Receivable, Write-offs | 257,000 | 0 |
Effective Income Tax Rate Reconciliation, Tax Settlement, Domestic, Percent | 50.00% | |
Warranty Reserves [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Product Warranty Expense | 9,000 | 8,000 |
Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Revenues | $1,000,000,000 | |
Maximum [Member] | Property, Plant and Equipment [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Property, Plant and Equipment, Useful Life | 7 years | |
Minimum [Member] | Property, Plant and Equipment [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Patents And Licenses [Member] | Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 20 years | |
Patents And Licenses [Member] | Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 18 years 6 months |
INVENTORY_Details
INVENTORY (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Inventory [Line Items] | ||
Raw materials consisting of purchased parts, components and supplies | $2,084,000 | $2,461,000 |
Finished goods | 2,186,000 | 455,000 |
Sub-total inventories | 4,270,000 | 2,916,000 |
Less inventory reserve | -200,000 | 0 |
Total inventory - net | $4,070,000 | $2,916,000 |
INVENTORY_Details_Textual
INVENTORY (Details Textual) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Inventory [Line Items] | ||
Inventory Valuation Reserves | $200 | $0 |
Inventory Write-down | $159 | $0 |
ACCOUNTS_RECEIVABLE_Details
ACCOUNTS RECEIVABLE (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $252,000 | $324,000 |
Accounts receivable - related party (see note 17) | 480,000 | 480,000 |
Accounts Receivable, Gross | 732,000 | 804,000 |
Net allowance for doubtful accounts | -30,000 | -16,000 |
Net accounts receivable | $702,000 | $788,000 |
ACCOUNTS_RECEIVABLE_Details_Te
ACCOUNTS RECEIVABLE (Details Textual) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for Doubtful Accounts Receivable, Write-offs | $257 | $0 |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cost: | ||
Property and equipment, cost | 2,930,000 | $2,633,000 |
Accumulated depreciation | -2,114,000 | -1,827,000 |
Property and equipment, net | 816,000 | $806,000 |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Cost: | ||
Useful Life | 7 years | |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Cost: | ||
Useful Life | 3 years |
PROPERTY_AND_EQUIPMENT_Details1
PROPERTY AND EQUIPMENT (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $2,114,000 | $1,827,000 |
Tangible Asset Impairment Charges, Total | 0 | 896,000 |
Prior Period Reclassification Adjustment | 163,000 | |
Depreciation | 287,000 | 393,000 |
Hardware Supplies [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 1,297,000 | |
Impairment Charge on Reclassified Assets | 896,000 | |
Property, Plant and Equipment, Other, Gross | $2,193,000 |
INTANGIBLE_ASSETS_Details
INTANGIBLE ASSETS (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | ||
Balance Beginning | $18,196,000 | $17,608,000 |
Additions | 1,770,000 | 2,601,000 |
Impairments | 0 | -36,000 |
Amortization | -3,584,000 | -1,977,000 |
Balance Ending, Cost | 28,800,000 | |
Balance Ending | 16,382,000 | 18,196,000 |
Patents And Licenses [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Balance Beginning, Cost | 12,275,000 | 12,272,000 |
Balance Beginning, A.A. | -6,293,000 | -5,629,000 |
Additions | 103,000 | 39,000 |
Impairments | 0 | -36,000 |
Amortization | -664,000 | -664,000 |
Balance Ending, Cost | 12,378,000 | 12,275,000 |
Balance Ending, A.A. | -6,957,000 | -6,293,000 |
Software Development [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Balance Beginning, Cost | 14,788,000 | 12,226,000 |
Balance Beginning, A.A. | -2,574,000 | -1,261,000 |
Additions | 1,667,000 | 2,562,000 |
Impairments | 0 | 0 |
Amortization | -2,920,000 | -1,313,000 |
Balance Ending, Cost | 16,455,000 | 14,788,000 |
Balance Ending, A.A. | ($5,494,000) | ($2,574,000) |
INTANGIBLE_ASSETS_Details_1
INTANGIBLE ASSETS (Details 1) (USD $) | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | |
2015 | $3,589,000 |
2016 | 3,037,000 |
2017 | 2,980,000 |
2018 | 2,179,000 |
2019 and thereafter | 2,679,000 |
Finite Lived Intangible Assets Amortization Expenses | $14,464,000 |
INTANGIBLE_ASSETS_Details_Text
INTANGIBLE ASSETS (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $26,900,000 | ||
Intangible Assets, Gross (Excluding Goodwill), Total | 28,800,000 | ||
Amortization of Intangible Assets | 3,584,000 | 1,977,000 | |
Amortization Of Intangible Assets Accumulated Amortization | 1,900,000 | ||
Patents And Licenses [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible Assets, Gross (Excluding Goodwill), Total | 12,378,000 | 12,275,000 | 12,272,000 |
Amortization of Intangible Assets | 664,000 | 664,000 | |
Patents And Licenses [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 18 years 6 months | ||
Patents And Licenses [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 20 years | ||
Filed Patents And Licenses [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible Assets, Gross (Excluding Goodwill), Total | 12,300,000 | ||
Provisional Patents And Pending Licenses [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible Assets, Gross (Excluding Goodwill), Total | 100,000 | ||
Software Development [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 2,900,000 | 1,300,000 | |
Intangible Assets, Gross (Excluding Goodwill), Total | 16,455,000 | 14,788,000 | 12,226,000 |
Amortization of Intangible Assets | 2,920,000 | 1,313,000 | |
Software Development [Member] | xMax Cognitive Radio Products [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible Assets, Gross (Excluding Goodwill), Total | $1,800,000 |
OBLIGATION_UNDER_CAPITAL_LEASE2
OBLIGATION UNDER CAPITAL LEASE (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Capital Lease Obligation [Line Items] | ||
2015 | $125,500 | |
Total minimum lease payments | 125,500 | |
Less amount representing interest | -2,500 | |
Present value of the net minimum lease payments | 123,000 | |
Less obligations under capital lease maturing within one year | 123,000 | |
Long-term portion of obligations under capital lease | $0 | $118,000 |
OBLIGATION_UNDER_CAPITAL_LEASE3
OBLIGATION UNDER CAPITAL LEASE (Details Textual) | 12 Months Ended |
Dec. 31, 2014 | |
Capital Lease Obligation [Line Items] | |
Interest Rate on Capital Leases | 4.00% |
CONVERTIBLE_NOTES_PAYABLE_Deta
CONVERTIBLE NOTES PAYABLE (Details Textual) (Convertible Notes Payable [Member], USD $) | 0 Months Ended | 12 Months Ended | |||
Nov. 05, 2014 | 7-May-14 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 06, 2011 | |
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | 2,000,000 | ||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 50,562 | 34,091 | |||
Accrued Interest And Fees | 42,329 | 42,329 | |||
Paid-in-Kind Interest | 90,000 | 90,000 | |||
Treco International, S.A [Member] | |||||
Debt Instrument [Line Items] | |||||
Convertible Notes Payable | 2,000,000 | ||||
Debt Instrument, Maturity Date | 6-Oct-18 | ||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $35 | ||||
Debt Instrument, Frequency of Periodic Payment | semi-annually | ||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | ||||
Long-term Debt, Gross | $2,000,000 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Current tax provision | ||
Federal | $0 | $0 |
State | 0 | 0 |
Current Income Tax Expense (Benefit), Total | 0 | 0 |
Deferred tax provision | ||
Federal | 0 | 0 |
State | 0 | 0 |
Deferred Income Tax Expense (Benefit), Total | 0 | 0 |
Income tax provision | $0 | $0 |
INCOME_TAXES_Details_1
INCOME TAXES (Details 1) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Loss Carryforwards [Line Items] | ||
Statutory Federal income tax rate | 35.00% | 35.00% |
State and local taxes net of Federal benefit | 5.50% | 5.50% |
Permanent differences | -1.90% | -1.24% |
Valuation allowance | -38.60% | -39.26% |
Effective tax rate | 0.00% | 0.00% |
INCOME_TAXES_Details_2
INCOME TAXES (Details 2) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets | ||
Net operating loss carry forwards | $53,634,000 | $48,122,000 |
Research and development tax credit carry forwards | 1,869,000 | 1,207,000 |
Change in fair value of options and warrants | 0 | 0 |
Accrued expenses | 0 | 96,000 |
Total deferred tax asset | 55,503,000 | 49,425,000 |
Valuation allowance | -55,503,000 | -49,425,000 |
Deferred Tax Assets, Net, Total | $0 | $0 |
INCOME_TAXES_Details_Textual
INCOME TAXES (Details Textual) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $132,400,000 | |
Deferred Tax Assets, Tax Credit Carryforwards, Research | $1,869,000 | $1,207,000 |
DERIVATIVE_LIABILITIES_Details
DERIVATIVE LIABILITIES (Details) (Preferred Stock [Member], USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Preferred Stock [Member] | |
Derivative [Line Items] | |
Balance at beginning of year | $0 |
Additions to conversion option derivative liability at December 30, 2014 | 150,000 |
Additions to warrant derivative liability at December 30, 2014 | 120,000 |
Change in fair market value of the derivative liabilities | 0 |
Balance at end of year | $270,000 |
DERIVATIVE_LIABILITIES_Details1
DERIVATIVE LIABILITIES (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative [Line Items] | ||
Number of shares convertible into | 375,000 | |
Fair market value of stock | $0.51 | |
Conversion Price | $2 | |
Volatility | 118.00% | 109.00% |
Risk-free interest rate | 1.63% | 1.37% |
Expected dividend yield | 0.00% | 0.00% |
Life of Convertible Preferred Stock (year) | 6 years | 6 years |
Derivative Financial Instruments, Liabilities [Member] | ||
Derivative [Line Items] | ||
Number of shares convertible into | 750,000 | |
Fair market value of stock | $0.51 | |
Conversion Price | $0.57 | |
Volatility | 131.00% | |
Risk-free interest rate | 0.13% | |
Expected dividend yield | 0.00% | |
Life of Convertible Preferred Stock (year) | 1 year |
DERIVATIVE_LIABILITIES_Details2
DERIVATIVE LIABILITIES (Details 2) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative [Line Items] | ||
Number of shares underlying the Warrants | 375,000 | |
Fair market value of stock | $0.51 | |
Exercise Price | $2 | |
Volatility | 118.00% | 109.00% |
Risk-free interest rate | 1.63% | 1.37% |
Expected dividend yield | 0.00% | 0.00% |
Warrant life (years) | 6 years | 6 years |
DERIVATIVE_LIABILITIES_Details3
DERIVATIVE LIABILITIES (Details Textual) (USD $) | 1 Months Ended | |
Dec. 31, 2014 | Dec. 30, 2014 | |
Warrant [Member] | ||
DERIVATIVE LIABILITY [Line Items] | ||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | 375,000 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | 2 | |
Warrant Expiration Date | 31-Dec-19 | |
Common Stock [Member] | ||
DERIVATIVE LIABILITY [Line Items] | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 375,000 | |
Series A Preferred Stock [Member] | ||
DERIVATIVE LIABILITY [Line Items] | ||
Preferred Stock, Shares Issued | 750,000 | |
Preferred Stock, Conversion Basis | The Preferred Stock are convertible, in whole or in part, at a conversion price equal to the lower of (i) $2.00 or (ii) 85% of the average of the five (5) lowest volume weighted average prices of the common stock during the twenty (20) consecutive trading day period ending the trading day immediately preceding the delivery of the applicable conversion notice. The conversion feature was bifurcated from the Preferred Stock as it was not considered to be clearly and closely related to the host agreement and is accounted for as a derivative liability. |
PREFERRED_STOCK_Details_Textua
PREFERRED STOCK (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 30, 2014 | |
Class of Stock [Line Items] | |||||
Preferred Stock, Value, Issued | $0 | 0 | $0 | ||
Preferred Stock, Par or Stated Value Per Share | $0.00 | ||||
Stock Issued During Period, Shares, New Issues | 100,000 | ||||
Stock Issued During Period, Shares, Other | 33,142 | ||||
Percentage Of Outstanding Shares Of Voting Stock | 50.00% | ||||
Preferred Stock, Shares Authorized | 7,000,000 | 7,000,000 | 10,000,000 | 10,000,000 | |
Warrant [Member] | |||||
Class of Stock [Line Items] | |||||
Class Of Warrant Or Right Year From Which Warrants Or Rights Exercisable | 5 years | 5 years | |||
Series A Convertible Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred Stock, Value, Issued | $750,000 | ||||
Temporary Equity, Shares Issued | 750,000 | 750,000 | 0 | 750,000 | |
Preferred Stock, Par or Stated Value Per Share | $0.00 | 0.00001 | $0.00 | $0.00 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $2 | ||||
Class Of Warrant Or Right Year From Which Warrants Or Rights Exercisable | 5 years | ||||
Preferred Stock, Dividend Rate, Percentage | 7.00% | ||||
Preferred Stock, Redemption Terms | (i) 125% of the conversion amount to be redeemed and (ii) the product of (a) the conversion amount divided by 85% of the average of the five (5) lowest volume weighted average prices of the common stock during the twenty (20) consecutive trading day period ending the trading day immediately preceding the delivery of the applicable conversion notice multiplied by (b) 125% of the greatest closing sale price of the common stock on any trading day during the period commencing on the date immediately preceding such triggering event and ending on the date the Company makes the entire redemption payment to the holder of Series A Preferred Stock. | ||||
Purchase Price Which Equal To Stated Value Of Preferred Stock, Percentage | 125.00% | ||||
Purchase Price Which Equal To Value Of Conversion Amount, Percentage | 105.00% | ||||
Convertible Preferred Stock, Terms of Conversion | (i) $2.00 or (ii) 85% of the average of the five (5) lowest volume weighted average prices of the Common Stock during the twenty (20) consecutive trading day period ending the trading day immediately preceding the delivery of the applicable conversion notice (as adjusted for stock splits, share combinations and similar transactions). | ||||
Preferred Stock, Shares Authorized | 3,000,000 | ||||
Series A Convertible Preferred Stock [Member] | Warrant [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 375,000 | ||||
Stock Issued During Period, Shares, Other | 33,142 |
EQUITY_Details
EQUITY (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Class of Warrant or Right [Line Items] | |
Options Authorized | 1,820,575 |
Options Granted | 1,393,195 |
Shares Exercised | 93,805 |
Shares Forfeited/Expired | 340,581 |
Options Outstanding | 958,809 |
Option Plan 2004 [Member] | |
Class of Warrant or Right [Line Items] | |
Options Authorized | 142,857 |
Options Granted | 142,857 |
Shares Exercised | 67,460 |
Shares Forfeited/Expired | 46,823 |
Options Outstanding | 28,574 |
Option Plan 2005 [Member] | |
Class of Warrant or Right [Line Items] | |
Options Authorized | 142,857 |
Options Granted | 142,857 |
Shares Exercised | 10,000 |
Shares Forfeited/Expired | 58,572 |
Options Outstanding | 74,285 |
Option Plan 2006 [Member] | |
Class of Warrant or Right [Line Items] | |
Options Authorized | 314,285 |
Options Granted | 310,102 |
Shares Exercised | 6,304 |
Shares Forfeited/Expired | 72,238 |
Options Outstanding | 231,560 |
Option Plan 2007 [Member] | |
Class of Warrant or Right [Line Items] | |
Options Authorized | 28,571 |
Options Granted | 25,714 |
Shares Exercised | 0 |
Shares Forfeited/Expired | 4,285 |
Options Outstanding | 21,429 |
Option Plan 2009 [Member] | |
Class of Warrant or Right [Line Items] | |
Options Authorized | 285,714 |
Options Granted | 358,440 |
Shares Exercised | 10,041 |
Shares Forfeited/Expired | 113,113 |
Options Outstanding | 235,286 |
Option Plan 2013 [Member] | |
Class of Warrant or Right [Line Items] | |
Options Authorized | 906,291 |
Options Granted | 413,225 |
Shares Exercised | 0 |
Shares Forfeited/Expired | 45,550 |
Options Outstanding | 367,675 |
EQUITY_Details_1
EQUITY (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Exercise price | $1.42 | $2.43 |
Volatility | 118.00% | 109.00% |
Risk-free interest rate | 1.63% | 1.37% |
Expected dividend yield | 0.00% | 0.00% |
Expected term (years) | 6 years | 6 years |
EQUITY_Details_2
EQUITY (Details 2) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Class of Warrant or Right [Line Items] | ||
Number of Options, Granted (in Shares) | 1,393,195 | |
Number of Options, Exercised (in Shares) | 93,805 | |
Number of Options, Forfeited or Expired (in Shares) | -340,581 | |
Number of Options, Outstanding (in Shares) | 958,809 | |
Equity Incentives Plan Two [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Options, Outstanding (in Shares) | 982,980 | 700,903 |
Number of Options, Granted (in Shares) | 107,600 | 334,161 |
Number of Options, Exercised (in Shares) | 0 | 0 |
Number of Options, Forfeited or Expired (in Shares) | -131,771 | -52,084 |
Number of Options, Outstanding (in Shares) | 958,809 | 982,980 |
Number of Options, Exercisable (in Shares) | 656,123 | 571,261 |
Weighted Average Exercise Price Outstanding | $28.05 | $38.15 |
Weighted Average Exercise Price, Granted | $1.42 | $2.43 |
Weighted Average Exercise Price, Exercised | $0 | $0 |
Weighted Average Exercise Price, Forfeited or Expired | $15.87 | $13.16 |
Weighted Average Exercise Price, Outstanding | $26.68 | $28.05 |
Weighted Average Exercise Price, Exercisable | $37.60 | $44.79 |
EQUITY_Details_3
EQUITY (Details 3) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Class of Warrant or Right [Line Items] | |||
Number Outstanding (in shares) | 958,809 | ||
Equity Incentives Plan Two [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number Outstanding (in shares) | 958,809 | 982,980 | 700,903 |
Weighted Average Exercise Price | $26.68 | $28.05 | $38.15 |
Number Exercisable (in shares) | 656,123 | 571,261 | |
Exercisable Weighted Average Exercise Price | $37.60 | $44.79 | |
Equity Incentives Plan Two [Member] | Exercise Prices Range 1 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number Outstanding (in shares) | 474,610 | ||
Weighted Average Remaining Contractual Life (in years) | 8 years 4 months 28 days | ||
Weighted Average Exercise Price | $2.94 | ||
Number Exercisable (in shares) | 204,695 | ||
Exercisable Weighted Average Exercise Price | $4.73 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $1.05 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $8.05 | ||
Equity Incentives Plan Two [Member] | Exercise Prices Range 2 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number Outstanding (in shares) | 223,074 | ||
Weighted Average Remaining Contractual Life (in years) | 5 years 22 days | ||
Weighted Average Exercise Price | $14.74 | ||
Number Exercisable (in shares) | 190,303 | ||
Exercisable Weighted Average Exercise Price | $14.74 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $8.40 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $23.80 | ||
Equity Incentives Plan Two [Member] | Exercise Prices Range 3 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number Outstanding (in shares) | 235,277 | ||
Weighted Average Remaining Contractual Life (in years) | 1 year 2 months 8 days | ||
Weighted Average Exercise Price | $68.83 | ||
Number Exercisable (in shares) | 235,277 | ||
Exercisable Weighted Average Exercise Price | $68.83 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $35 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $70 | ||
Equity Incentives Plan Two [Member] | Exercise Prices Range 4 [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number Outstanding (in shares) | 25,848 | ||
Weighted Average Remaining Contractual Life (in years) | 2 years 7 days | ||
Weighted Average Exercise Price | $181.98 | ||
Number Exercisable (in shares) | 25,848 | ||
Exercisable Weighted Average Exercise Price | $181.98 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $122.50 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $288.75 |
EQUITY_Details_4
EQUITY (Details 4) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Class of Warrant or Right [Line Items] | ||
Warrants Outstanding, Number of Options/Warrants (in Shares) | 4,246,096 | 594,285 |
Granted, Number of Options/Warrants (in Shares) | 375,000 | 3,652,669 |
Exercised, Number of Options/Warrants (in Shares) | 0 | -858 |
Forfeited or Expired, Number of Options/Warrants (in Shares) | 0 | 0 |
Warrants Outstanding, Number of Options/Warrants (in Shares) | 4,621,096 | 4,246,096 |
Exercisable, Number of Options/Warrants (in Shares) | 4,621,096 | 4,246,096 |
Warrants Outstanding, Weighted Average Exercise Price | $6.53 | $25.90 |
Granted, Weighted Average Exercise Price | $2 | $6.61 |
Exercised, Weighted Average Exercise Price | $0 | $0.35 |
Forfeited or Expired, Weighted Average Exercise Price | $0 | $0 |
Warrants Outstanding, Weighted Average Exercise Price | $6.16 | $6.53 |
Exercisable, Weighted Average Exercise Price | $6.16 | $6.53 |
EQUITY_Details_5
EQUITY (Details 5) | 12 Months Ended |
Dec. 31, 2014 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Number Outstanding (in shares) | 4,621,096 |
Exercise Price $0.35 [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Number Outstanding (in shares) | 70,726 |
Weighted Average Remaining Contractual Life (in years) | 3 years 7 months 24 days |
Exercise Price $2.00 [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Number Outstanding (in shares) | 375,000 |
Weighted Average Remaining Contractual Life (in years) | 5 years |
Exercise Price $2.19 [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Number Outstanding (in shares) | 171,450 |
Weighted Average Remaining Contractual Life (in years) | 3 years 10 months 20 days |
Exercise Price $5.50 [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Number Outstanding (in shares) | 571,428 |
Weighted Average Remaining Contractual Life (in years) | 1 year 1 month 17 days |
Exercise Price $6.87 [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Number Outstanding (in shares) | 3,266,778 |
Weighted Average Remaining Contractual Life (in years) | 3 years 7 months 28 days |
Exercise Price $7.87 [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Number Outstanding (in shares) | 14,286 |
Weighted Average Remaining Contractual Life (in years) | 3 months 11 days |
Exercise Price $8.75 [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Number Outstanding (in shares) | 142,857 |
Weighted Average Remaining Contractual Life (in years) | 3 years 14 days |
Exercise Price $35.00 [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Number Outstanding (in shares) | 8,571 |
Weighted Average Remaining Contractual Life (in years) | 2 years 2 months 12 days |
EQUITY_Details_Textual
EQUITY (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Nov. 25, 2014 | Feb. 28, 2015 | Oct. 03, 2014 | Sep. 19, 2014 | Sep. 22, 2014 | Apr. 22, 2014 | Jun. 11, 2014 | |
Class of Warrant or Right [Line Items] | |||||||||
Common Stock, Shares Authorized | 100,000,000 | 300,000,000 | |||||||
Proceeds from Issuance of Common Stock | $11,224,000 | $17,340,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $1.22 | $1.99 | |||||||
Share-based Compensation, Total | 625,000 | 796,000 | |||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total | 600,000 | 1,200,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | 0 | 0 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | 830,000 | 846,000 | |||||||
Stock Issued During Period, Shares, New Issues | 100,000 | ||||||||
Prepaid Expense and Other Assets, Current | 411,000 | 49,000 | |||||||
Prepaid Expense | 346,000 | ||||||||
Stock Issued During Period, Shares, Other | 33,142 | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years | ||||||||
$1M Purchase Agreement [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Purchase Agreement Value | 1,000,000 | ||||||||
$15M Purchase Agreement [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Purchase Agreement Value | 15,000,000 | ||||||||
$1,331,500 Purchase Agreement [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Payments of Stock Issuance Costs | 20,000 | ||||||||
Proceeds from Issuance of Common Stock | 1,311,500 | ||||||||
$1,331,500 Purchase Agreement [Member] | Affiliated Entity [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Sale of Stock, Price Per Share | $1.37 | ||||||||
Sale of Stock, Number of Shares Issued in Transaction | 245,984 | ||||||||
Subsequent Event [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Sale of Stock, Consideration Received on Transaction | 145,000 | ||||||||
Employees [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Share-based Compensation, Total | 305,000 | 421,000 | |||||||
Non Employees [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Share-based Compensation, Total | 320,000 | 375,000 | |||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Sale of Stock, Number of Shares Issued in Transaction | 24,619 | ||||||||
Lincoln Park Capital Fund LLC [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 175,000 | 175,000 | |||||||
Sale of Stock, Price Per Share | $1.98 | ||||||||
Prepaid Expense and Other Assets, Current | 346,000 | ||||||||
Common Stock Shares Purchase Percentage | 200.00% | ||||||||
Common Stock Shares Trading Volume Percentage | 30.00% | ||||||||
Sale of Stock, Number of Shares Issued in Transaction | 4,782,906 | ||||||||
Sale of Stock, Consideration Received Per Transaction | 15,000,000 | 15,000,000 | 15,000,000 | ||||||
Prepaid Expense | 294,000 | ||||||||
Increase (Decrease) in Prepaid Expense | 52,000 | ||||||||
Lincoln Park Capital Fund LLC [Member] | $1M Purchase Agreement [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Purchase Agreement Value | 1,000,000 | ||||||||
Lincoln Park Capital Fund LLC [Member] | $15M Purchase Agreement [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Purchase Agreement Value | 15,000,000 | ||||||||
Lincoln Park Capital Fund LLC [Member] | $1,331,500 Purchase Agreement [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Sale of Stock, Number of Shares Issued in Transaction | 1,331,500 | ||||||||
Lincoln Park Capital Fund LLC [Member] | Weighted Average [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Common Stock Shares Trading Volume Percentage | 95.00% | ||||||||
Lincoln Park Capital Fund LLC [Member] | Common Stock [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Shares Issued, Price Per Share | $1.25 | $1.50 | |||||||
Stock Issued During Period, Shares, New Issues | 500,000 | 100,000 | 500,000 | ||||||
Sale of Stock, Price Per Share | $2 | ||||||||
Sale of Stock, Consideration Received on Transaction | 961,000 | ||||||||
Lincoln Park Capital Fund LLC [Member] | Common Stock [Member] | Minimum [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Sale of Stock, Price Per Share | $1.50 | ||||||||
Lincoln Park Capital Fund LLC [Member] | Common Stock [Member] | Maximum [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Stock Issued During Period, Value, New Issues | 1,000,000 | ||||||||
Lincoln Park Capital Fund LLC [Member] | Common Stock One [Member] | Minimum [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Sale of Stock, Price Per Share | $2 | ||||||||
Lincoln Park Capital Fund LLC [Member] | Common Stock One [Member] | Maximum [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 150,000 | ||||||||
Lincoln Park Capital Fund LLC [Member] | Common Stock Two [Member] | Minimum [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Sale of Stock, Price Per Share | $2.50 | ||||||||
Lincoln Park Capital Fund LLC [Member] | Common Stock Two [Member] | Maximum [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 200,000 | ||||||||
Lincoln Park Capital Fund LLC [Member] | Common Stock Three [Member] | Minimum [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Sale of Stock, Price Per Share | $3 | ||||||||
Lincoln Park Capital Fund LLC [Member] | Common Stock Three [Member] | Maximum [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 250,000 | ||||||||
Roth Capital Partners, LLC [Member] | Equity Distribution Agreement [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Sale of Stock, Number of Shares Issued in Transaction | 10,000,000 | ||||||||
Sale of Stock, Consideration Received Per Transaction | 1,000,000 | ||||||||
Investor [Member] | $1,331,500 Purchase Agreement [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Sale of Stock, Price Per Share | $1.25 | ||||||||
Sale of Stock, Number of Shares Issued in Transaction | 295,600 | ||||||||
IPO [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 5,265,000 | ||||||||
Sale of Stock, Price Per Share | $1.90 | ||||||||
Proceeds from Issuance Initial Public Offering | $8,816,000 | ||||||||
IPO [Member] | Minimum [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Common Stock, Shares Authorized | 100,000,000 | ||||||||
IPO [Member] | Maximum [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Common Stock, Shares Authorized | 300,000,000 |
COMMITMENTS_Details
COMMITMENTS (Details) (USD $) | Dec. 31, 2014 |
Other Commitments [Line Items] | |
2015 | $2,069,000 |
2016 | 217,000 |
2017 | 84,000 |
2018 | 87,000 |
2019 | 66,000 |
Operating Leases, Future Minimum Payments Due, Total | $2,523,000 |
COMMITMENTS_Details_Textual
COMMITMENTS (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Aug. 31, 2011 | |
Other Commitments [Line Items] | |||
Operating Leases, Rent Expense, Net, Total | $437,000 | $304,000 | |
Operating Leases Costs Capitalized | 0 | 83,000 | |
Operating Leases Expiration Term | 2015 through 2019 | ||
Purchase Obligation | 1,634,000 | ||
Employment Agreement [Member] | |||
Other Commitments [Line Items] | |||
Officers' Compensation | $250,000 |
CONCENTRATIONS_Details_Textual
CONCENTRATIONS (Details Textual) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Inventories [Member] | |
Concentration Risk [Line Items] | |
Concentration Risk, Percentage | 33.00% |
Sales Revenue, Net [Member] | |
Concentration Risk [Line Items] | |
Concentration Risk, Percentage | 10.00% |
Accounts Receivable [Member] | |
Concentration Risk [Line Items] | |
Concentration Risk, Percentage | 97.00% |
One Customer [Member] | Inventories [Member] | |
Concentration Risk [Line Items] | |
Concentration Risk, Percentage | 13.00% |
Concentration Risk, Net Assets Amount, Geographic Area | 239,000 |
One Customer [Member] | Sales Revenue, Net [Member] | |
Concentration Risk [Line Items] | |
Concentration Risk, Percentage | 32.00% |
Concentration Risk, Net Assets Amount, Geographic Area | 204,000 |
One Customer [Member] | Accounts Receivable [Member] | |
Concentration Risk [Line Items] | |
Concentration Risk, Percentage | 41.00% |
Concentration Risk, Net Assets Amount, Geographic Area | 289,000 |
One Customer [Member] | Consulting Revenue [Member] | |
Concentration Risk [Line Items] | |
Concentration Risk, Percentage | 32.00% |
Concentration Risk, Net Assets Amount, Geographic Area | 200,000 |
Two Customers [Member] | Inventories [Member] | |
Concentration Risk [Line Items] | |
Concentration Risk, Percentage | 10.00% |
Concentration Risk, Net Assets Amount, Geographic Area | 188,000 |
Two Customers [Member] | Sales Revenue, Net [Member] | |
Concentration Risk [Line Items] | |
Concentration Risk, Percentage | 16.00% |
Concentration Risk, Net Assets Amount, Geographic Area | 100,000 |
Two Customers [Member] | Accounts Receivable [Member] | |
Concentration Risk [Line Items] | |
Concentration Risk, Percentage | 27.00% |
Concentration Risk, Net Assets Amount, Geographic Area | 190,000 |
Three Customers [Member] | Inventories [Member] | |
Concentration Risk [Line Items] | |
Concentration Risk, Percentage | 10.00% |
Concentration Risk, Net Assets Amount, Geographic Area | 178,000 |
Three Customers [Member] | Accounts Receivable [Member] | |
Concentration Risk [Line Items] | |
Concentration Risk, Percentage | 24.00% |
Concentration Risk, Net Assets Amount, Geographic Area | 172,000 |
Four Customers [Member] | Accounts Receivable [Member] | |
Concentration Risk [Line Items] | |
Concentration Risk, Percentage | 5.00% |
Concentration Risk, Net Assets Amount, Geographic Area | 33,000 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Apr. 29, 2014 | Dec. 31, 2014 | Feb. 28, 2015 | Dec. 31, 2006 | |
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Expenses from Transactions with Related Party | $300,000 | $0 | ||||
MB Technology Holdings LLC [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Noncontrolling Interest, Ownership Percentage by Parent | 24.00% | 24.00% | ||||
Related Party Transaction, Expenses from Transactions with Related Party | 25,000 | |||||
Repayments of Related Party Debt | 280,000 | |||||
Due to Affiliate | 931,000 | 931,000 | ||||
Payments for Fees | 225,000 | |||||
Due to Related Parties | 75,000 | 75,000 | ||||
Distribution Fees | 109,000 | |||||
Deferred Compensation Arrangement with Individual, Cash Awards Granted, Percentage | 3.00% | |||||
MB Technology Holdings LLC [Member] | General and Administrative Expense [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to Related Parties | 809,000 | 809,000 | ||||
MB Technology Holdings LLC [Member] | Subsequent Event [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Distribution Fees | 700,000 | |||||
Percentage Of Distribution Fees | 3.00% | |||||
MB Technology Holdings LLC [Member] | Payroll [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to Related Parties | 50,000 | 50,000 | ||||
Mooers Branton & Co [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Expenses from Transactions with Related Party | 0 | 720,000 | 80,000 | |||
Walnut Hill Telephone Company [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Other Revenues from Transactions with Related Party | 179,000 | |||||
Haxtun Telephone Company [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Other Revenues from Transactions with Related Party | 301,000 | |||||
George Schmitt [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Other Revenues from Transactions with Related Party | $245,000 |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 2 Months Ended | |||||||||
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 28, 2015 | Mar. 23, 2015 | Mar. 31, 2015 | Feb. 23, 2015 | Mar. 31, 2013 | Dec. 30, 2014 | Mar. 27, 2015 | Feb. 11, 2015 | Feb. 24, 2015 | Feb. 17, 2015 | Jan. 29, 2015 | |
Subsequent Event [Line Items] | ||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $0.00 | |||||||||||||
Common Stock, Shares, Issued | 26,176,153 | 26,176,153 | 18,682,310 | |||||||||||
Conversion of Stock, Shares Converted | 375,000 | |||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Preferred Stock, Shares Issued | 750,000 | |||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Preferred Stock, Redemption Terms | the holder of Series B Preferred Stock shall have the right to require the Company, by written notice, to redeem all or any of the shares of Series B Preferred Stock at a price equal to the greater of (i) 125% of the conversion amount to be redeemed and (ii) the product of (a) the conversion amount divided by the lower of (x) $2.00 or (y) 85% of the lowest volume weighted average price of the common stock of the Company during the five (5) consecutive trading day period ending and including the trading day immediately preceding the delivery of the applicable conversion notice multiplied by (b) 125% of the greatest closing sale price of the common stock on any trading day during the period commencing on the date immediately preceding such triggering event and ending on the date the Company makes the entire redemption payment to the holder of Series B Preferred Stock. | |||||||||||||
Convertible Preferred Stock, Terms of Conversion | A holder of Series B Preferred Stock shall have the right to convert the Series B Preferred Stock, in whole or in part, upon written notice to the Company at a conversion price equal to the lower of (i) $2.00 or (ii) 85% of the lowest volume weighted average price of the common stock of the Company during the five (5) consecutive trading day period ending and including the trading day immediately preceding the delivery of the applicable conversion notice (as adjusted for stock splits, share combinations and similar transactions). | |||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Preferred Stock, Redemption Terms | the holder of Preferred Stock shall have the right to require the Company, by written notice, to redeem all or any of the shares of Preferred Stock at a price equal to the greater of (i) 125% of the conversion amount to be redeemed and (ii) the product of (a) the conversion amount divided by the lower of (x) $2.00 or (y) 85% of the lowest volume weighted average price of the common stock of the Company during the five (5) consecutive trading day period ending and including the trading day immediately preceding the delivery of the applicable conversion notice multiplied by (b) 125% of the greatest closing sale price of the common stock on any trading day during the period commencing on the date immediately preceding such triggering event and ending on the date the Company makes the entire redemption payment to the holder of Preferred Stock. | |||||||||||||
Convertible Preferred Stock, Terms of Conversion | A holder of Preferred Stock shall have the right to convert the Preferred Stock, in whole or in part, upon written notice to the Company at a conversion price equal to the lower of (i) $2.00 or (ii) 85% of the lowest volume weighted average price of the common stock of the Company during the five (5) consecutive trading day period ending and including the trading day immediately preceding the delivery of the applicable conversion notice (as adjusted for stock splits, share combinations and similar transactions). | |||||||||||||
Purchase Price Which Equal To Stated Value Of Preferred Stock, Percentage | 125.00% | |||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Preferred Stock, Par or Stated Value Per Share | 0.00001 | 0.00001 | $0.00 | 0.00001 | ||||||||||
Preferred Stock, Redemption Terms | (i) 125% of the conversion amount to be redeemed and (ii) the product of (a) the conversion amount divided by 85% of the average of the five (5) lowest volume weighted average prices of the common stock during the twenty (20) consecutive trading day period ending the trading day immediately preceding the delivery of the applicable conversion notice multiplied by (b) 125% of the greatest closing sale price of the common stock on any trading day during the period commencing on the date immediately preceding such triggering event and ending on the date the Company makes the entire redemption payment to the holder of Series A Preferred Stock. | |||||||||||||
Convertible Preferred Stock, Terms of Conversion | (i) $2.00 or (ii) 85% of the average of the five (5) lowest volume weighted average prices of the Common Stock during the twenty (20) consecutive trading day period ending the trading day immediately preceding the delivery of the applicable conversion notice (as adjusted for stock splits, share combinations and similar transactions). | |||||||||||||
Class Of Warrant Or Right Year From Which Warrants Or Rights Exercisable | 5 years | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 2 | |||||||||||||
Purchase Price Which Equal To Value Of Conversion Amount, Percentage | 105.00% | |||||||||||||
Purchase Price Which Equal To Stated Value Of Preferred Stock, Percentage | 125.00% | |||||||||||||
Preferred Stock, Shares Issued | 0 | 0 | 0 | |||||||||||
Warrant [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Class Of Warrant Or Right Year From Which Warrants Or Rights Exercisable | 5 years | 5 years | ||||||||||||
Warrant [Member] | Series B Preferred Stock [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Class Of Warrant Or Right Year From Which Warrants Or Rights Exercisable | 5 years | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 2 | 2 | ||||||||||||
Warrant [Member] | Series C Preferred Stock [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Class Of Warrant Or Right Year From Which Warrants Or Rights Exercisable | 5 years | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 2 | 2 | ||||||||||||
MB Technology Holdings LLC [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Repayments of Related Party Debt | 280,000 | |||||||||||||
Walnut Hill Telephone Company [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Related Party Transaction, Other Revenues from Transactions with Related Party | 179,000 | |||||||||||||
George Schmitt [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Related Party Transaction, Other Revenues from Transactions with Related Party | 245,000 | |||||||||||||
Subsequent Event [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Purchase Price Which Equal To Value Of Conversion Amount, Percentage | 105.00% | |||||||||||||
Stock Closing Bid Price Minimum | $1 | |||||||||||||
Operating Expenses Increase Decrease | 800,000 | |||||||||||||
Percentage of Cost Reduction | 30.00% | |||||||||||||
Preferred Stock, Redemption Amount | 300,000 | 300,000 | ||||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Repayments of Related Party Debt | 750,000 | |||||||||||||
Related Party Transaction, Other Revenues from Transactions with Related Party | 52,500 | |||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $0.00 | |||||||||||||
Preferred Stock, Value, Outstanding | 250,000 | |||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | $350,000 Purchase Agreement [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Preferred Stock, Shares Issued | 350,000 | |||||||||||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $0.00 | |||||||||||||
Preferred Stock, Value, Outstanding | 1,631,776 | 1,800,000 | ||||||||||||
Class Of Warrant Or Right Year From Which Warrants Or Rights Exercisable | 2 years | |||||||||||||
Conversion of Stock, Amount Converted | 168,224 | |||||||||||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | Dividend Declared [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Conversion of Stock, Amount Converted | 11,776 | |||||||||||||
Subsequent Event [Member] | Series C Preferred Stock [Member] | $1,800,000 Purchase Agreement [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Preferred Stock, Shares Issued | 1,800,000 | |||||||||||||
Subsequent Event [Member] | Series B Convertible Preferred Stock [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Conversion of Stock, Amount Converted | 945,000 | |||||||||||||
Subsequent Event [Member] | Series B Convertible Preferred Stock [Member] | Dividend Declared [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Conversion of Stock, Amount Converted | 66,150 | |||||||||||||
Subsequent Event [Member] | Board of Directors Chairman [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Repayments of Related Party Debt | 100,000 | |||||||||||||
Short-term Debt | 845,000 | 145,000 | 700,000 | |||||||||||
Subsequent Event [Member] | Board of Directors Chairman [Member] | Series B Preferred Stock [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 845,000 | |||||||||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 175,000 | 900,000 | ||||||||||||
Preferred Stock, Value, Outstanding | 350,000 | |||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 24,619 | |||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Equity Distribution Agreement [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Stock Issued During Period, Value, Other | 1,000,000 | |||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Series C Preferred Stock [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Conversion of Stock, Shares Converted | 684,220 | |||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Series B Convertible Preferred Stock [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Conversion of Stock, Amount Converted | 2,677,010 | |||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Conversion of Stock, Amount Converted | 2,392,465 | |||||||||||||
Subsequent Event [Member] | Common Stock [Member] | Board of Directors Chairman [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 53,095 | |||||||||||||
Subsequent Event [Member] | Warrant [Member] | Board of Directors Chairman [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 422,500 | |||||||||||||
Class Of Warrant Or Right Year From Which Warrants Or Rights Exercisable | 5 years | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $2 | |||||||||||||
Subsequent Event [Member] | MB Technology Holdings LLC [Member] | First Issue [Member] | ||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||
Common Stock, Shares, Issued | 3,991,131 | |||||||||||||
Debt Conversion, Original Debt, Amount | $1,756,098 | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $0.44 |