Shareholders' Equity | 6 Months Ended |
Dec. 31, 2013 |
Shareholders' Equity [Abstract] | ' |
Shareholders' Equity | ' |
9 | Shareholders' Equity | | | | | | | | | | | | | | | |
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Common and preferred stock transactions |
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On August 29, 2013, the Company entered into an agreement to sell 3,800,985 common units, each consisting of 1 share of common stock and a warrant to purchase 0.816 shares of common stock (the "Common Units"), and 1,670 preferred units, each consisting of 1 share of Series D Convertible Preferred Stock and a warrant to purchase 1,525.23 shares of common stock (the "Preferred Units") on a firm commitment underwritten basis. The Common Units were sold at an initial per unit purchase price of $0.535 and the Preferred Units were sold at an initial per unit purchase price of $1,000. The warrants are all exercisable at $0.72 per share, are callable, and have a twenty-four month term, with the exercise price and term subject to reduction if shareholder approval is obtained, and are not exercisable until March 1, 2014. Each share of the Series D Convertible Preferred Stock is convertible into 1,869.15 shares of common stock at any time at the option of the holder, subject to adjustment, provided that the holder will be prohibited from converting Series D Convertible Preferred Stock into shares of the Company's common stock if, as a result of such conversion, the holder, together with affiliates, would own more than 9.99% of the total shares of the Company's common stock then issued and outstanding. The preferred shares which are convertible into shares of common stock contain a beneficial conversion feature of $726,378 which was recognized as a deemed dividend to the Series D preferred shareholders on the date of issuance. This public offering resulted in gross proceeds of $3.7 million. The offering yielded approximately $3,279,292 in cash after expenses. |
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Series D |
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Series D convertible preferred shares are entitled to dividends in the same form as dividends actually paid on shares of common stock. Series D convertible preferred shares are convertible into shares of common stock at the rate of 1,869.15 shares of common stock for each share of Series D convertible preferred stock (subject to adjustment as provided in the certificate of designation for the Series D Convertible Preferred Stock), and are subject to conversion limitations if the conversion would result in the holder together with its affiliates, beneficially owning more than 9.99% of the total number of shares of our common stock then issued and outstanding. Series D convertible preferred shareholders shall not have the right to vote on any matter other than those set forth in the Certificate of Designation with the potential to specifically adversely affect the Series D Convertible Preferred Stock. |
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Upon the execution of a fundamental transaction which effects a merger or other change of control transaction of the Company a holder will have the right to receive, upon any subsequent conversion of a share of Series D Convertible Preferred Stock (in lieu of conversion shares) for each issuable conversion share, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such fundamental transaction if it had been, immediately prior to such fundamental transaction, the holder of the shares of common stock into which such holder's shares of Series D Convertible Preferred Stock is then convertible. |
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Gross proceeds from public offering | | $ | 3,703,527 | | | | | | | | | | | | | |
Underwriting discount | | | (185,176 | ) | | | | | | | | | | | | |
Legal and accounting expense | | | (184,514 | ) | | | | | | | | | | | | |
Listing expense | | | (48,500 | ) | | | | | | | | | | | | |
Other expense | | | (6,045 | ) | | | | | | | | | | | | |
Net proceeds | | | 3,279,292 | | | | | | | | | | | | | |
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Warrant liability and related offering cost deferral |
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Based on the guidance contained in ASC 815 "Derivatives and Hedging", management has concluded that the warrants issued in the October 13, 2011 underwritten registered offering of 2,500,000 shares of common stock should be classified as a derivative liability and has recorded a liability at fair value. The Company determined the fair value of the warrants using the Black-Scholes fair value model. The Company determined the fair value of the warrants on the date of the offering to be as disclosed in the tables below. The Company has recognized a change in fair value as described in the table below: |
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Change in fair value of the derivative warrant liability for the three months ended December 31, 2013 and 2012, respectively. |
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| | Three months ended | | | Three months ended | | | | | | | | | |
| | 31-Dec-13 | | | 31-Dec-12 | | | | | | | | | |
Change in fair value | | $ | (117,000 | ) | | $ | 55,000 | | | | | | | | | |
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Change in fair value of the derivative warrant liability for purchaser warrants and underwriter warrants contained in an equity transaction on October 19, 2011. |
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| | Three months ended | | | Three months ended | |
| | 31-Dec-13 | | | 31-Dec-12 | |
| | Quantity1 | | | Amount | | | Quantity1 | | | Amount | |
Balance, beginning of period | | | 650,003 | | | $ | 127,000 | | | | 650,003 | | | $ | 168,000 | |
Change in fair value | | | 650,003 | | | | (107,000 | ) | | | 650,003 | | | | 50,000 | |
Warrants exercised | | | - | | | | - | | | | - | | | | - | |
Balance, end of period | | | 650,003 | | | $ | 20,000 | | | | 650,003 | | | $ | 218,000 | |
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Change in fair value of the derivative warrant liability for purchaser warrants and underwriter warrants contained in an equity transaction on December 7, 2011. |
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| | Three months ended | | | Three months ended | |
| | 31-Dec-13 | | | 31-Dec-12 | |
| | Quantity1 | | | Amount | | | Quantity1 | | | Amount | |
Balance, beginning of period | | | 63,598 | | | $ | 13,000 | | | | 63,598 | | | $ | 17,000 | |
Change in fair value | | | 63,598 | | | | (10,000 | ) | | | 63,598 | | | | 5,000 | |
Warrants exercised | | | - | | | | - | | | | - | | | | - | |
Balance, end of period | | | 63,598 | | | $ | 3,000 | | | | 63,598 | | | $ | 22,000 | |
Total fair value of warrant derivative liability at | | | | | | $ | 23,000 | | | | | | | $ | 240,000 | |
December 31, 2013 and 2012 |
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Change in fair value of the derivative warrant liability for the six months ended December 31, 2013 and 2012, respectively. |
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| | Six months ended | | | Six months ended | | | | | | | | | |
| | 31-Dec-13 | | | 31-Dec-12 | | | | | | | | | |
Change in fair value | | $ | (81,000 | ) | | $ | (74,000 | ) | | | | | | | | |
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Change in fair value of the derivative warrant liability for purchaser warrants and underwriter warrants contained in an equity transaction on October 19, 2011. |
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| | Six months ended | | | Six months ended | |
| | 31-Dec-13 | | | 31-Dec-12 | |
| | Quantity1 | | | Amount | | | Quantity1 | | | Amount | |
Balance, beginning of period | | | 650,003 | | | $ | 94,000 | | | | 650,003 | | | $ | 286,000 | |
Change in fair value | | | 650,003 | | | | (74,000 | ) | | | 650,003 | | | | (68,000 | ) |
Warrants exercised | | | - | | | | - | | | | - | | | | - | |
Balance, end of period | | | 650,003 | | | $ | 20,000 | | | | 650,003 | | | $ | 218,000 | |
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Change in fair value of the derivative warrant liability for purchaser warrants and underwriter warrants contained in an equity transaction on December 7, 2011. |
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| | Six months ended | | | Six months ended | |
| | 31-Dec-13 | | | 31-Dec-12 | |
| | Quantity1 | | | Amount | | | Quantity1 | | | Amount | |
Balance, beginning of period | | | 63,598 | | | $ | 10,000 | | | | 63,598 | | | $ | 28,000 | |
Change in fair value | | | 63,598 | | | | (7,000 | ) | | | 63,598 | | | | (6,000 | ) |
Warrants exercised | | | - | | | | - | | | | - | | | | - | |
Balance, end of period | | | 63,598 | | | $ | 3,000 | | | | 63,598 | | | $ | 22,000 | |
Total fair value of warrant derivative liability at | | | | | | $ | 23,000 | | | | | | | $ | 240,000 | |
December 31, 2013 and 2012 |
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1 Quantity of warrants either issued or outstanding as of the date of valuation. |
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Warrants |
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The following table summarizes the warrants outstanding as of the beginning of the fiscal year, warrants exercised and warrants issued during the year and weighted average prices for each category. |
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| | | | | Weighted average | | | | | | | | | |
| | Warrants | | | exercise price | | | | | | | | | |
Outstanding as of June 30, 2013 | | | 1,957,033 | | | $ | 1.38 | | | | | | | | | |
Warrants issued | | | 5,648,738 | | | | 0.72 | | | | | | | | | |
Outstanding as of December 31, 2013 | | | 7,605,771 | | | $ | 0.89 | | | | | | | | | |
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Warrants outstanding as of December 31, 2013 |
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Quantity | | | Expiration date | | Exercise price | | | | | | | | | |
| 6,000 | | | 8-Jun-15 | | $ | 1.18 | | | | | | | | | |
| 25,000 | | | 27-Jul-15 | | | 2 | | | | | | | | | |
| 5,648,738 | | | 25-Aug-15 | | | 0.72 | | | | | | | | | |
| 1,207,832 | | | 21-Nov-15 | | | 1.56 | | | | | | | | | |
| 650,003 | | | 19-Oct-16 | | | 1.043 | | | | | | | | | |
| 63,198 | | | 7-Dec-16 | | | 1.043 | | | | | | | | | |
| 5,000 | | | 27-Jun-17 | | | 0.98 | | | | | | | | | |
| 7,605,771 | | | | | $ | 0.89 | | | | | | | | | |