NOTE 11 - EQUITY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2014 |
Stockholders' Equity Note [Abstract] | ' |
EQUITY TRANSACTIONS | ' |
NOTE 11 – EQUITY TRANSACTIONS |
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In October 2013, we initiated a private placement ("October 2013 PP") for the sale of a unit comprised of 70,000 shares and 35,000 warrants for $50,000. Each warrant is exercisable for a period of five years at an exercise price of $1.00 per share. A total of 64.25 units (4,497,500 common shares and 2,248,750 warrants) were sold in 2013 for gross proceeds of $3,212,500 and proceeds net of $254,800 in offering costs were $2,957,700. In addition to the commission, a warrant was issued for 50,000 shares, exercisable for a period of five years at $1.00 per share. The fair market value of the common stock warrant was determined using the Black-Scholes valuation model and resulted in a valuation of $0.115. As such, the $0.715 unit price was allocated $0.60 and $0.115 to the common stock and warrant, respectively. |
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During the nine months ended September 30, 2014, we sold a total of 4.125 Units (consisting of 1,155,000 shares of common stock and 577,500 warrants) for gross proceeds of $825,000 less $49,000 in offering costs for net proceeds of $776,000. |
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During the nine months ended September 30, 2014, the Company issued 472,841 shares of common stock in connection with the cashless exercise of 796,700 common stock options. |
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During the nine months ended September 30, 2014, the Company issued 1,324,000 shares of common stock in connection with the exercise of warrants at $0.50 per share, resulting in proceeds of $662,000. |
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During the nine months ended September 30, 2014, we issued 500,000 shares of common stock for consulting services valued at $550,000. The consulting services are related to financial advisory services, potential strategic acquisition evaluations, strategic planning and market evaluations. |
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During the nine months ended September 30, 2014, we issued 1,200,000 shares of common stock for a 15% equity interest in a related entity, valued at $1,212,000 and we issued 1,000,000 shares of common stock to a related party for intellectual property, valued at $1,050,000. (See Note 10.) |
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Stock Options |
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We do not have a qualified stock option plan, but have issued stock purchase warrants and stock options on a discretionary basis to employees, directors, service providers and outside consultants. |
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During the three months ended September 30, 2014, we granted 70,000 options to purchase common stock, with a weighted-average exercise price of $1.10 and a weighted-average fair value of $0.38 per option. During the nine months ended September 30, 2014, we granted 670,000 options to purchase common stock, with a weighted-average exercise price of $1.01 and a weighted-average fair value of $0.67 per option. |
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During the three and nine months ended September 30, 2013, we granted 555,000 and 855,000 options, respectively to purchase common stock, with a weighted-average exercise price of $0.71 and $0.72, respectively, and a weighted-average fair value of $0.30 and $0.28, respectively, per option. |
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During the three and nine months ended September 30, 2014, 30,700 and 796,700 stock options were exercised, respectively, with a weighted-average exercise price of $0.50 and $0.51, respectively. Additionally, 117,000 stock options were forfeited during the three and nine months ended September 30, 2014, with a weighted-average exercise price of $0.96. |
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NOTE 11 – EQUITY TRANSACTIONS, continued |
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During the three months ended September 30, 2013, no options were exercised. During the nine months ended September 30, 2013, 45,900 stock options were exercised, with a weighted-average exercise price of $0.50. No options were forfeited during the three and nine months ended September 30, 2013. |
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All options issued were valued using the Black-Scholes option pricing model. The table below sets forth the assumptions used in valuing such options. |
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| For the Nine Months Ended September 30, 2014 | | For the Nine Months Ended September 30, 2013 |
Expected term of options | 3.0 – 4.0 years | | 3.5 years |
Expected volatility-range used | 42.1% – 76.4% | | 76.40% |
Expected volatility-weighted average | 72.20% | | 76.40% |
Risk-free interest rate-range used | 1.52% – 1.70% | | 1.50% |
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Equity-based compensation expense related to options granted is amortized on a straight-line basis over the service period during which the right to exercise such options fully vests. For the three and nine months ended September 30, 2014, our equity-based compensation expense related to options was $45,000 and $180,000, respectively, which was included in “Selling, general and administrative expenses” in our Condensed Consolidated Statements of Operations. For the three and nine months ended September 30, 2013, our equity-based compensation expense related to options was $16,600 and $27,600, respectively, which was included in “Selling, general and administrative” in our Condensed Consolidated Statements of Operations. As of September 30, 2014, $332,600 of such expense remained unrecognized which reflects the unamortized portion of the value of such options issued. |
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Non-controlling Interest |
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The non-controlling interest presented in our condensed consolidated financial statements reflects a 46% non-controlling equity interest in PWS (see Note 7) and a 15% non-controlling equity interest in Reach. Net loss attributable to non-controlling interest, as reported on our condensed consolidated statements of operations, represents the net loss of PWS and Reach attributable to the non-controlling equity interest. The non-controlling interest is reflected within stockholders’ equity on the condensed consolidated balance sheet. |
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