Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 22, 2013 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'HealthWarehouse.com, Inc. | ' |
Entity Central Index Key | '0000754813 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Is Entity a Well-known Seasoned Issuer | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 26,529,091 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash | $53,980 | ' |
Restricted cash | ' | 850,002 |
Accounts receivable, net | 269,916 | 214,973 |
Inventories - finished goods, net | 392,627 | 395,584 |
Prepaid expenses and other current assets | 82,425 | 52,292 |
Total current assets | 798,948 | 1,512,851 |
Property and equipment, net | 721,737 | 768,021 |
Total assets | 1,520,685 | 2,280,872 |
Current liabilities: | ' | ' |
Accounts payable - trade | 3,335,838 | 2,973,774 |
Accounts payable - related parties | 200,254 | 147,933 |
Accrued expenses and other current liabilities | 803,588 | 1,942,769 |
Deferred revenue | 112,915 | 73,787 |
Current portion of equipment lease payable | 54,408 | 49,122 |
Convertible notes | ' | 1,000,000 |
Notes payable and other advances, net of debt discount of $234,500 and $44,363 as of September 30, 2013 and December 31, 2012, respectively | 301,500 | 1,955,637 |
Note payable and other advances - related parties | 42,095 | 765,000 |
Redeemable preferred stock - Series C; par value $0.001 per share; 10,000 designated Series C: 10,000 issued and outstanding as of September 30, 2013 and December 31, 2012 (aggregate liquidation preference of $1,000,000) | 1,000,000 | 1,000,000 |
Total current liabilities | 5,850,598 | 9,908,022 |
Long term liabilities: | ' | ' |
Long term portion of equipment lease payable | 124,738 | 166,286 |
Total long term liabilities | 124,738 | 166,286 |
Total liabilities | 5,975,336 | 10,074,308 |
Preferred stock - par value $0.001 per share; authorized 1,000,000 shares; issued and outstanding as of September 30, 2013 and December 31, 2012 as follows: | ' | ' |
Convertible preferred stock - Series A - 200,000 shares designated Series A; 44,443 shares available to be issued; no shares issued and outstanding | ' | ' |
Convertible preferred stock - Series B - 625,000 shares designated Series B; 422,315 and 394,685 shares issued and outstanding as of September 30, 2013 and December 31, 2012, respectively (aggregate liquidation preference of $4,200,398 and $3,990,877 as of September 30, 2013 and December 31, 2012, respectively) | 422 | 395 |
Common stock - par value $0.001 per share; authorized 50,000,000 shares; 27,708,303 and 13,030,397 shares issued and 26,529,091 and 11,851,185 shares outstanding as of September 30, 2013 and December 31, 2012, respectively | 27,708 | 13,031 |
Additional paid-in capital | 26,908,458 | 16,460,385 |
Employee advances | -32,126 | -18,858 |
Treasury stock, at cost, 1,179,212 shares as of September 30, 2013 and December 31, 2012 | -3,419,715 | -3,419,715 |
Accumulated deficit | -27,939,398 | -20,828,674 |
Total stockholders' deficiency | -4,454,651 | -7,793,436 |
Total liabilities and stockholders' deficiency | $1,520,685 | $2,280,872 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Current liabilities: | ' | ' |
Current Portion Notes Payable, deferred debt discount | $234,500 | $44,363 |
Redeemable preferred stock Series C, par value | 0.001 | 0.001 |
Redeemable preferred stock Series C, shares designated | 10,000 | 10,000 |
Redeemable preferred stock Series C, shares issued | 10,000 | 10,000 |
Redeemable preferred stock Series C, shares outstanding | 10,000 | 10,000 |
Redeemable preferred stock Series C, aggregate liquidation preference | 1,000,000 | 1,000,000 |
Stockholders' deficiency: | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 |
Series A Convertible preferred stock, shares designated | 200,000 | 200,000 |
Series A Convertible preferred stock, shares available to be issued | 44,443 | 44,443 |
Series A Convertible preferred stock, shares issued | 0 | 0 |
Series A Convertible preferred stock, shares outstanding | 0 | 0 |
Series B Convertible preferred stock, shares designated | 625,000 | 625,000 |
Series B Convertible preferred stock, shares issued | 422,315 | 394,685 |
Series B Convertible preferred stock, shares outstanding | 422,315 | 394,685 |
Series B Convertible preferred stock, aggregate liquidation preference | $4,200,398 | $3,990,877 |
Common stock, par value | $0.00 | $0.00 |
Common stock, authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 27,708,303 | 13,030,397 |
Common stock, shares outstanding | 26,529,091 | 11,851,185 |
Treasury stock, shares | 1,179,212 | 1,179,212 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Condensed Consolidated Statements Of Operations | ' | ' | ' | ' |
Net sales | $2,399,256 | $2,634,181 | $7,483,933 | $8,785,114 |
Cost of sales | 1,196,303 | 1,389,328 | 3,770,579 | 4,609,583 |
Gross profit | 1,202,953 | 1,244,853 | 3,713,354 | 4,175,531 |
Operating expenses: | ' | ' | ' | ' |
Selling, general and administrative expenses | 2,166,749 | 2,563,726 | 6,102,298 | 8,072,562 |
Loss from operations | -963,796 | -1,318,873 | -2,388,944 | -3,897,031 |
Other income (expense): | ' | ' | ' | ' |
Loss on extinguishment of debt | ' | ' | -2,792,900 | ' |
Interest income | ' | 1,300 | ' | 5,058 |
Interest expense | -57,333 | -288,631 | -186,638 | -867,213 |
Total other expense | -57,333 | -287,331 | -2,979,538 | -862,155 |
Net loss | -1,021,129 | -1,606,204 | -5,368,482 | -4,759,186 |
Series B convertible contractual dividends | -69,840 | -65,271 | -209,520 | -195,813 |
Series B convertible deemed dividends | ' | ' | -1,532,722 | ' |
Series C redeemable deemed dividends | ' | -247,774 | ' | -433,606 |
Loss attributable to common stockholders | ($1,090,969) | ($1,919,249) | ($7,110,724) | ($5,388,605) |
Per share data: | ' | ' | ' | ' |
Net loss - basic and diluted | ($0.04) | ($0.14) | ($0.24) | ($0.44) |
Series B convertible contractual dividends | ' | ' | ($0.01) | ($0.02) |
Series B convertible deemed dividends | ' | ' | ($0.07) | ' |
Series C redeemable deemed dividends | ' | ($0.02) | ' | ($0.04) |
Net loss attributable to common stockholders - basic and diluted | ($0.04) | ($0.16) | ($0.32) | ($0.50) |
Weighted average number of common shares outstanding - basic and diluted | 26,101,517 | 11,741,437 | 22,347,613 | 10,736,828 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) (USD $) | Convertible Series B Preferred Stock | Common Stock | Additional Paid-In Capital | Employee Advances | Accumulated Deficit | Total |
Beginning Balance, Amount at Dec. 31, 2012 | $395 | $13,031 | $16,460,385 | ($18,858) | ($20,828,674) | ($7,793,436) |
Beginning Balance, Shares at Dec. 31, 2012 | 394,685 | 13,030,397 | ' | ' | ' | ' |
Stock-based compensation | ' | ' | 476,096 | ' | ' | 476,096 |
Warrants issued to 2012 private placement investors | ' | ' | 487,200 | ' | ' | 487,200 |
Issuance of Series B preferred stock as payment-in-kind for dividend, Amount | 27 | ' | 261,057 | ' | ' | 261,084 |
Issuance of Series B preferred stock as payment-in-kind for dividend, Shares | 27,630 | ' | ' | ' | ' | ' |
Cashless exercise of warrants into common stock, Amount | ' | 10,342 | -10,342 | ' | ' | ' |
Cashless exercise of warrants into common stock, Shares | ' | 10,342,931 | ' | ' | ' | ' |
Contractual dividends on Series B convertible preferred stock | ' | ' | ' | ' | -209,520 | -209,520 |
Beneficial conversion feature and deemed dividend on Series B convertible preferred stock | ' | ' | 1,532,722 | ' | -1,532,722 | ' |
Warrants issued as debt discount in connection with notes payable | ' | ' | 315,300 | ' | ' | 315,300 |
Conversion of notes and accounts payable into common stock and warrants, Amount | ' | 833 | 3,625,067 | ' | ' | 3,625,900 |
Conversion of notes and accounts payable into common stock and warrants, Shares | ' | 833,000 | ' | ' | ' | ' |
Issuance of common stock and warrants for cash, Amount | ' | 3,502 | 3,498,473 | ' | ' | 3,501,975 |
Issuance of common stock and warrants for cash, Shares | ' | 3,501,975 | ' | ' | ' | ' |
Imputed value of services contributed | ' | ' | 262,500 | ' | ' | 262,500 |
Change in fair value of collateral securing employee advances | ' | ' | ' | -13,268 | ' | -13,268 |
Net loss | ' | ' | ' | ' | -5,368,482 | -5,368,482 |
Ending Balance, Amount at Sep. 30, 2013 | $422 | $27,708 | $26,908,458 | ($32,126) | ($27,939,398) | ($4,454,651) |
Ending Balance, Shares at Sep. 30, 2013 | 422,315 | 27,708,303 | ' | ' | ' | ' |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |||
Cash flows from operating activities | ' | ' | ' | ||
Net loss | ($5,368,482) | ($4,759,186) | ($5,574,775) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' | ||
Provision for doubtful accounts | 45,297 | 24,236 | ' | ||
Change in fair value of collateral securing employee advances | -13,268 | ' | ' | ||
Depreciation and amortization | 114,874 | 250,717 | ' | ||
Stock-based compensation | 476,096 | 818,585 | ' | ||
Warrants issued to 2012 private placement investors | 487,200 | ' | ' | ||
Loss on extinguishment of notes and accounts payable | 2,792,900 | ' | ' | ||
Imputed value of services contributed | 262,500 | ' | ' | ||
Amortization of debt discount | 125,163 | 647,133 | ' | ||
Impairment of intangible assets | ' | 264,447 | ' | ||
Changes in operating assets and liabilities: | ' | ' | ' | ||
Accounts receivable | -100,240 | 52,358 | ' | ||
Inventories - finished goods | 2,957 | 66,864 | ' | ||
Prepaid expenses and other current assets | -30,133 | 4,534 | ' | ||
Accounts payable - trade | 362,064 | 1,492,462 | ' | ||
Accounts payable - related parties | 174,321 | 22,001 | ' | ||
Accrued expenses and other current liabilities | -251,615 | 283,946 | ' | ||
Deferred revenue | 39,128 | ' | ' | ||
Net cash used in operating activities | -881,238 | -831,903 | -947,911 | ||
Cash flows from investing activities | ' | ' | ' | ||
Change in restricted cash | 850,002 | ' | ' | ||
Changes in employee advances | ' | 136,990 | ' | ||
Website development costs | -68,590 | ' | ' | ||
Net cash provided by investing activities | 781,412 | 136,990 | ' | ||
Cash flows from financing activities | ' | ' | ' | ||
Principal payments on equipment leases payable | -36,262 | -43,518 | ' | ||
Proceeds from exercise of common stock options | ' | 26,662 | ' | ||
Proceeds from issuance of notes payable | 500,000 | ' | ' | ||
Repayment of notes payable | -2,004,000 | ' | ' | ||
Repayment of convertible notes payable | -1,000,000 | ' | ' | ||
Proceeds from the sale of common stock [1] | 2,651,973 | [1] | 475,004 | [1] | ' |
Cash overdraft | ' | -71,155 | ' | ||
Proceeds from notes payable and other advances - related parties | 56,000 | 605,000 | ' | ||
Repayment of notes payable and other advances - related parties | -13,905 | -293,812 | ' | ||
Net cash provided by financing activities | 153,806 | 698,181 | ' | ||
Net increase in cash | 53,980 | 3,268 | ' | ||
Cash - beginning of year | ' | 40 | 40 | ||
Cash - end of year | 53,980 | 3,308 | ' | ||
Interest | 416,369 | 24,148 | ' | ||
Taxes | 899 | ' | ' | ||
Non-cash investing and financing activities: | ' | ' | ' | ||
Issuance of Series B preferred stock for settlement of accrued dividends | 261,084 | 244,001 | ' | ||
Cashless exercise of warrants into common stock | 10,342 | 1,466 | ' | ||
Cashless exercise of options into common stock | ' | 93 | ' | ||
Warrants issued as debt discount in connection with notes payable | 315,300 | ' | ' | ||
Accrual of contractual dividends on Series B convertible preferred stock | 209,520 | 195,813 | ' | ||
Deemed dividends on Series B convertible preferred stock | 1,532,722 | ' | ' | ||
Reclassification of accounts payable - trade to equipment lease payable | ' | 257,583 | ' | ||
Deemed dividend - redeemable Series C preferred stock | ' | 433,606 | ' | ||
Common stock and warrants issued in exchange of notes and accounts payable | $3,625,900 | ' | ' | ||
[1] | Excludes $850,002 of cash received during 2012 but closed on during the nine months ended September 30, 2013 |
Organization_and_Basis_of_Pres
Organization and Basis of Presentation | 9 Months Ended |
Sep. 30, 2013 | |
Organization And Basis Of Presentation | ' |
Note 1 - Organization and Basis of Presentation | ' |
HealthWarehouse.com, Inc., a Delaware company incorporated in 1998, (the “Company”) is a U.S. licensed virtual retail pharmacy (“VRP”) and healthcare e-commerce company that sells brand name and generic prescription drugs as well as over-the-counter (“OTC”) medical products. The Company’s objective is to be viewed by individual healthcare product consumers as a low-cost, reliable and hassle-free provider of prescription drugs and OTC medical products. The Company is presently licensed as a mail-order pharmacy for sales to 50 states and the District of Columbia. | |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by GAAP for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial statements of the Company as of September 30, 2013 and for the three and nine months ended September 30, 2013 and 2012. The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the operating results for the full year ending December 31, 2013. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related disclosures of the Company as of December 31, 2012 and for the year then ended, which were filed with the Securities and Exchange Commission on Form 10-K on July 23, 2013. |
Going_Concern_and_Managements_
Going Concern and Management's Liquidity Plans | 9 Months Ended |
Sep. 30, 2013 | |
Going Concern And Managements Liquidity Plans | ' |
Note 2 - Going Concern and Management's Liquidity Plans | ' |
Since inception, the Company has financed its operations primarily through debt and equity financings and advances from related parties. As of September 30, 2013, the Company had a working capital deficiency of $5,051,650 and an accumulated deficit of $27,939,398. During the nine months ended September 30, 2013 and year ended December 31, 2012, the Company incurred net losses of $5,368,482 and $5,574,775 and used cash in operating activities of $881,238 and $947,911, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. | |
Subsequent to September 30, 2013, the Company (a) raised an aggregate of $200,000 in debt financings; and (b) continues to incur net losses, use cash in operating activities and experience cash and working capital constraints. See Note 11. | |
On February 13, 2013, the Company received a Notice of Redemption related to its Series C Redeemable Preferred Stock aggregating $1,000,000 (see Note 7). As a result of receiving the Notice of Redemption, the Company must now apply all of its assets to redemption of the Series C Preferred Stock and to no other corporate purpose, except to the extent prohibited by Delaware law governing distributions to stockholders (the Company is not permitted to utilize toward the redemption those assets required to pay its debts as they come due and those assets required to continue as a going concern). | |
The Company recognizes it will need to raise additional capital in order to fund operations, meet its payment obligations and execute its business plan. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company and whether the Company will become profitable and generate positive operating cash flow. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, attempt to extend note repayments, attempt to negotiate the preferred stock redemption and reduce overhead until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. If the Company is unable to obtain financing on a timely basis, the Company could be forced to sell its assets, discontinue its operation and /or seek reorganization under the U.S. bankruptcy code. | |
Accordingly, the accompanying condensed consolidated financial statements have been prepared in conformity with GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the condensed consolidated financial statements do not necessarily represent realizable or settlement values. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Summary Of Significant Accounting Policies | ' | ||||||||
Note 3 - Summary of Significant Accounting Policies | ' | ||||||||
Principles of Consolidation | |||||||||
On June 4, 2013, the Company formed a wholly-owned subsidiary called Pagosa Health LLC (“Pagosa”). The condensed consolidated financial statements include the accounts of HealthWarehouse.com, Inc., Hwareh.com, Inc., Hocks.com, Inc., ION Holding NV, ION Belgium NV and Pagosa, its wholly-owned subsidiaries. ION Holding NV and ION Belgium NV are inactive subsidiaries. All material inter-company balances and transactions have been eliminated in consolidation. | |||||||||
Use of Estimates | |||||||||
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant estimates include reserves related to accounts receivable and inventory, the recoverability and useful lives of long-lived assets, the valuation allowance related to deferred tax assets, the valuation of equity instruments and debt discounts. | |||||||||
Reclassifications | |||||||||
Certain accounts in the prior period condensed consolidated financial statements have been reclassified for comparison purposes to conform to the presentation of the current period condensed consolidated financial statements. These reclassifications had no effect on the previously reported net loss. | |||||||||
Revenue Recognition | |||||||||
Revenues for the sales of products are recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed and determinable and collectability is reasonably assured. The Company defers revenue when cash has been received from the customer but delivery has not yet occurred. Such amounts are reflected as deferred revenues in the accompanying condensed consolidated financial statements. | |||||||||
Net Loss Per Share of Common Stock | |||||||||
Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. Potentially dilutive securities are excluded from the computation of diluted net loss per share if their inclusion would be anti-dilutive and consist of the following: | |||||||||
September 30, | |||||||||
2013 | 2012 | ||||||||
Options | 2,188,650 | 2,025,475 | |||||||
Warrants | 2,192,846 | 562,846 | |||||||
Series B Convertible Preferred Stock | 3,438,275 | 1,973,427 | |||||||
Convertible Promissory Notes | - | 529,100 | |||||||
Total potentially dilutive shares | 7,819,771 | 5,090,848 | |||||||
Stock-Based Compensation | |||||||||
Stock-based compensation expense for all stock-based payment awards is based on the estimated fair value of the award. For employees and directors, the award is measured on the grant date. For non-employees, the award is measured on the grant date and is then remeasured at each vesting date and financial reporting date. The Company recognizes the estimated fair value of the award as compensation cost over the requisite service period of the award, which is generally the option vesting term. The Company generally issues new shares of common stock to satisfy option and warrant exercises. | |||||||||
Recently Issued Accounting Pronouncements | |||||||||
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." This ASU addresses the requirements regarding the financial statement presentation of an unrecognized tax benefit within Accounting Standards Codification ("ASC") Topic 740 for the purpose of providing consistency between the financial reporting of U.S. GAAP entities. Generally, this ASU provides guidance for the preparation of financial statements and disclosures when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This ASU is effective for periods beginning after December 15, 2013 and is not expected to have any impact on the Company’s condensed consolidated financial statements or disclosures. | |||||||||
Accrued_Expenses_and_Other_Cur
Accrued Expenses and Other Current Liabilities | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Accrued Expenses And Other Current Liabilities | ' | ||||||||
Note 4 - Accrued Expenses and Other Current Liabilities | ' | ||||||||
Accrued expenses and other current liabilities consisted of the following: | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Deferred rent | $ | 44,466 | $ | 39,100 | |||||
Advertising | 75,000 | 75,000 | |||||||
Salaries and benefits | 175,735 | 166,118 | |||||||
Professional fees | - | 81,872 | |||||||
Dividends payable | 209,520 | 261,084 | |||||||
Accrued interest | 44,803 | 410,101 | |||||||
Due to investors (1) | - | 850,002 | |||||||
Customer payables | 216,090 | 51,333 | |||||||
Other | 37,974 | 8,159 | |||||||
Total | $ | 803,588 | $ | 1,942,769 | |||||
(1) - Proceeds received from investors in advance of equity offering closing. | |||||||||
Convertible_Notes_Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2013 | |
Convertible Notes Payable | ' |
Note 5 - Convertible Notes Payable | ' |
On February 1, 2013, the Company repaid convertible notes with an outstanding principal balance of $1,000,000 plus outstanding accrued interest of $163,861. The convertible notes bore interest at a rate of 7% per annum compounded annually and were due on December 31, 2012. The Company recorded amortization of debt discount associated with convertible notes payable of $82,616 and $247,849 for the three and nine months ended September 30, 2012, respectively, using the effective interest method. As of December 31, 2012, the debt discount had been fully amortized. |
Notes_Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2013 | |
Notes Payable | ' |
Note 6 - Notes Payable | ' |
On February 1, 2013, the Company repaid notes with an outstanding principal balance of $2,000,000 plus outstanding accrued interest of $199,260. The notes bore interest at a rate of 7% per annum and were due on January 15, 2013. | |
On March 28, 2013, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with a lender (the "Lender"). Under the terms of the Loan Agreement, the Company borrowed $500,000 from the Lender (the “Loan”). The Loan is evidenced by a promissory note (the “March Note”) and bears interest on the unpaid principal balance of the March Note until the full amount of principal has been paid at a floating rate equal to the Prime Rate plus four and one-quarter percent (4.25%) per annum (as of September 30, 2013, the Prime Rate was 3.25% per annum). Under the terms of the Loan Agreement, the Company has agreed to make monthly payments of accrued interest on the first day of every month, beginning on May 1, 2013. The principal amount and all unpaid accrued interest on the March Note is payable on March 1, 2015, or earlier in the event of default or a sale or liquidation of the Company. The Loan may be prepaid in whole or in part at any time by the Company without penalty. On November 25, 2013, the Lender executed a document waiving violations of certain historical EBITDAS debt covenants. As of September 30, 2013, this note has been classified as current because meeting the current EBITDAS debt covenant for the year ended December 31, 2013 can’t be characterized as likely. The Company is currently in active discussions with the Lender regarding the potential debt covenant violation. | |
The Company granted the Lender a first, priority security interest in all of the Company’s assets, in order to secure the Company’s obligation to repay the Loan. The Loan Agreement contains customary negative covenants restricting the Company’s ability to take certain actions without the Lender’s consent, including incurring additional indebtedness, transferring or encumbering assets, paying dividends or making certain other payments, and acquiring other businesses. Upon the occurrence of an event of default, the Lender has the right to impose interest at a rate equal to five percent (5.0%) per annum above the otherwise applicable interest rate (the “Default Rate”). The repayment of the Loan may be accelerated prior to the maturity date upon certain specified events of default, including failure to pay, bankruptcy, breach of covenant, and breach of representations and warranties. | |
In consideration of the Loan, the Company granted the Lender a five-year warrant to purchase 750,000 shares of common stock at an exercise price of $0.35 per share. The warrant contains customary anti-dilution provisions. The warrant had a relative fair value of $315,300 which was setup as debt discount and is being amortized using the effective interest method over the term of the Loan. Including the value of the warrant, the March Note had an effective interest rate of 40% per annum. | |
On August 15, 2013, a related party advanced $56,000 to the Company. Subsequently, $7,000 of that advance was repaid to the related party and the Company issued a promissory note for the principal balance of $49,000 (the “Original Note”). The Original Note bears interest at a rate of 10% per annum. The Original Note had a maturity date of November 7, 2013. Through November 21, 2013, the Company repaid $6,905 of the principal of the Original Note and a replacement note was issued for the remaining principal balance of $42,095 (the “Replacement Note”). The Replacement Note waives any existing default under the Original Note and has a maturity date of May 31, 2014. All other terms of the Replacement Note and Original Note are the same. | |
The Company recorded amortization of debt discount associated with notes payable of $40,400 and $125,163 for the three and nine months ended September 30, 2013, respectively, and $133,095 and $399,284 for the three and nine months ended September 30, 2012, respectively, using the effective interest method. | |
See Note 7 – Stockholders’ Deficiency – Common Stock for details regarding the conversion of outstanding notes payable – related parties into common stock and warrants. | |
See Note 11 – Subsequent Events for additional details. |
Stockholders_Deficiency
Stockholders' Deficiency | 9 Months Ended | |||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||
Stockholders Deficiency | ' | |||||||||||||||||||||
Note 7 - Stockholders' Deficiency | ' | |||||||||||||||||||||
Common Stock | ||||||||||||||||||||||
During the nine months ended September 30, 2013, pursuant to a private placement offering of units that commenced on October 4, 2012 (the “Private Placement”), the Company received an aggregate of $3,501,975 of proceeds related to the sale of 3,501,975 units at a price of $1.00 per unit. The aggregate amount includes $500,000, which was received from an officer, and $850,002, which was received during the fourth quarter of 2012 and classified as restricted cash as of December 31, 2012. Each unit consists of (i) one share of the Company’s common stock and (ii) a five-year warrant to purchase three shares of the Company’s common stock at an exercise price of $0.25 per share, such that warrants to purchase an aggregate of 10,505,925 shares of common stock were issued. Substantially all of the proceeds from the sale of the units were used by the Company to satisfy all of its obligations under the convertible notes and notes (see Notes 5 and 6). In connection with the Private Placement, an officer has entered into repurchase agreements with certain purchasers of units, pursuant to which he has agreed to repurchase, subject to certain conditions, one-half of these holder’s units at a purchase price of $1.00 per unit if the closing price of the Common Stock is less than $0.25 on five consecutive trading days at any time within one year of February 1, 2013. Cape Bear, which holds a substantial equity position in the Company, also entered into repurchase agreements with certain purchasers, other than the officer, that are substantially similar to the officer’s agreements, except that Cape Bear’s obligations are secured by a lien over certain real estate. | ||||||||||||||||||||||
On March 13, 2013, the Company exchanged $761,000 of notes payable and other advances – related parties and $72,000 of accounts payable to a related party into an aggregate of 833,000 units at a price of $1.00 per unit. Each unit consists of (i) one share of the Company’s common stock, and (ii) a five-year warrant to purchase two and three-quarters shares of the Company’s common stock at an exercise price of $0.25 per share (such that warrants to purchase an aggregate of 2,290,750 shares of common stock were issued). The $3,625,900 aggregate fair value of the securities issued ($2,639,700 related to the warrants and $986,200 related to the common stock) was credited to equity at conversion. The Company recorded a $2,792,900 extinguishment loss which represents the incremental fair value of the securities issued as compared to the carrying value of the liabilities. | ||||||||||||||||||||||
Series B Preferred Stock | ||||||||||||||||||||||
On January 1, 2013, the Company issued 27,630 shares of Series B Convertible Preferred Stock valued at $261,084, representing approximately $0.66 in value per share of Series B Preferred Stock outstanding to the Series B Convertible Preferred Stockholders as payment in kind for dividends (the “2013 Series B Dividend”). In connection with the 2013 Series B Dividend, the Company recognized a beneficial conversion feature of $202,305 during the nine months ended September 30, 2013, which represents the difference between the commitment date value of the shares and the effective conversion price. In connection with the outstanding preferred stock, during the three and nine months ended September 30, 2013, the Company recorded $69,840 and $209,520 as contractual dividends, respectively, and recorded $65,271 and $195,813 during the three and nine months ended September 30, 2012, respectively. As of December 31, 2012, February 1, 2013, March 13, 2013 and April 11, 2013, Series B holders were entitled to convert into 5.00, 7.61, 8.07 and 8.14 shares, respectively, of the Company’s common stock for each share of Series B Preferred Stock due to the anti-dilution provision. The anti-dilution provision represents a contingent beneficial conversion feature. As of September 30, 2013, an incremental 1,326,700 shares of common stock are issuable at conversion of the Series B Convertible Preferred Stock as compared to the original terms. Using the commitment date common stock price in effect, the commitment date value of the incremental shares is $3,348,975. However, recognition of beneficial conversion features is limited to the aggregate gross proceeds allocated to the preferred stock of $3,199,689 (422,315 shares of Series B Convertible Preferred Stock times $9.45 per share less the proceeds allocated to the warrants of $791,188) less the $1,666,967 beneficial conversion feature already recognized on the original 365,265 shares of Series B Preferred Stock (prior to the issuance of additional shares as payment-in-kind in lieu of cash dividends) and the $202,305 recognized related to the 2013 Series B Dividend. Due to these limitations, a beneficial conversion feature of $0 and $1,330,417 related to the incremental shares was recognized during the three and nine months ended September 30, 2013, respectively. | ||||||||||||||||||||||
Series C Preferred Stock | ||||||||||||||||||||||
On February 13, 2013, the Company received a Notice of Redemption of Series C Preferred Stock. As a result of the Convertible Notes coming due and not being paid on December 31, 2012, the Company accelerated the accretion rate of the deemed dividend on the Redeemable Preferred Stock – Series C and reclassified the Redeemable Preferred Stock – Series C from temporary equity to current liabilities. The Company recorded Series C deemed dividends of $247,774 and $433,606 during the three and nine months ended September 30, 2012, respectively. As of December 31, 2012, the discount associated with the Series C Preferred Stock was fully amortized. | ||||||||||||||||||||||
Stock Options | ||||||||||||||||||||||
In applying the Black-Scholes option pricing model to stock options granted, the Company used the following weighted average assumptions: | ||||||||||||||||||||||
For The Three Months Ended | For The Nine Months Ended | |||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||
Risk free interest rate | n/a | n/a | 1.13% to 1.50% | 1.04% | ||||||||||||||||||
Dividend yield | n/a | n/a | 0.00% | 0.00% | ||||||||||||||||||
Expected volatility | n/a | n/a | 166.0% top 175.0% | 172.20% | ||||||||||||||||||
Expected life in years | n/a | n/a | 6 | 6 | ||||||||||||||||||
The weighted average fair value of the stock options granted during the nine months ended September 30, 2013 and 2012 was $1.17 and $6.52 per share, respectively. There were no stock options granted during the three months ended September 30, 2013 and 2012. | ||||||||||||||||||||||
On February 15, 2013, the Company granted options to employees to purchase an aggregate of 330,500 shares of common stock under the 2009 Plan at an exercise price of $1.60 per share for an aggregate grant date value of $395,041. The options vest over a three year period and have a term of ten years. | ||||||||||||||||||||||
On June 19, 2013, the Company granted an option to a director to purchase 100,000 shares of common stock under the 2009 Plan at an exercise price of $1.45 per share for a grant date value of $109,600. The option vests over a three year period and has a term of ten years. | ||||||||||||||||||||||
Stock-based compensation expense related to stock options was recorded in the condensed consolidated statements of operations as a component of selling, general and administrative expenses and totaled $143,113 and $469,356 for the three and nine months ended September 30, 2013, respectively, and $268,955 and $249,854 for the three and nine months ended September 30, 2012, respectively. As of September 30, 2013, stock-based compensation expense related to stock options of $1,775,262 remains unamortized, including $883,693 which is being amortized over the weighted average remaining period of 1.9 years. The remaining $891,569 is related to a performance based option where vesting is currently deemed to be improbable and no amount is being amortized. | ||||||||||||||||||||||
A summary of the stock option activity during the nine months ended September 30, 2013 is presented below: | ||||||||||||||||||||||
Weighted | ||||||||||||||||||||||
Weighted | Average | |||||||||||||||||||||
Average | Remaining | |||||||||||||||||||||
Number of | Exercise | Life | Intrinsic | |||||||||||||||||||
Options | Price | In Years | Value | |||||||||||||||||||
Outstanding, January 1, 2013 | 2,183,899 | $ | 3.42 | |||||||||||||||||||
Granted | 430,500 | 1.57 | ||||||||||||||||||||
Exercised | - | - | ||||||||||||||||||||
Forfeited | (425,749 | ) | 4.2 | |||||||||||||||||||
Outstanding, September 30, 2013 | 2,188,650 | $ | 2.9 | 5.4 | $ | - | ||||||||||||||||
Exercisable, September 30, 2013 | 1,210,151 | $ | 2.72 | 4.3 | $ | - | ||||||||||||||||
The following table presents information related to stock options at September 30, 2013: | ||||||||||||||||||||||
Options Outstanding | Options Exercisable | |||||||||||||||||||||
Weighted | Weighted | Weighted | ||||||||||||||||||||
Range of | Average | Outstanding | Average | Average | Exercisable | |||||||||||||||||
Exercise | Exercise | Number of | Exercise | Remaining Life | Number of | |||||||||||||||||
Price | Price | Options | Price | In Years | Options | |||||||||||||||||
$0.80 - $2.20 | $ | 1.57 | 874,400 | $ | 1.58 | 2 | 485,900 | |||||||||||||||
$2.21 - $3.80 | 3.21 | 858,250 | 2.95 | 5 | 490,917 | |||||||||||||||||
$3.81 - $6.99 | 4.86 | 456,000 | 4.6 | 7.6 | 233,334 | |||||||||||||||||
$ | 2.9 | 2,188,650 | $ | 2.72 | 4.3 | 1,210,151 | ||||||||||||||||
Warrants | ||||||||||||||||||||||
In applying the Black-Scholes option pricing model to stock warrants granted, the Company used the following weighted average assumptions: | ||||||||||||||||||||||
For The Three Months Ended | For The Nine Months Ended | |||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||
Risk free interest rate | n/a | n/a | 0.87% | n/a | ||||||||||||||||||
Dividend yield | n/a | n/a | 0.00% | n/a | ||||||||||||||||||
Expected volatility | n/a | n/a | 164.30% | n/a | ||||||||||||||||||
Expected life in years | n/a | n/a | 5 | n/a | ||||||||||||||||||
The weighted average fair value of the stock warrants granted during the nine months ended September 30, 2013 was $1.36 per share. There were no warrants granted during the three months ended September 30, 2013 or the three and nine months ended September 30, 2012. | ||||||||||||||||||||||
On February 15, 2013, the Company granted vested five-year warrants to purchase an aggregate of 408,345 shares of common stock at an exercise price of $1.00 per share to investors who purchased shares in private placements at $4.50 per share during 2012. The warrants had an issuance date fair value of $487,200 which was expensed immediately. | ||||||||||||||||||||||
See Note 6 – Notes Payable for details regarding warrants granted in connection with the issuance of notes payable. | ||||||||||||||||||||||
See Note 7 – Stockholders’ Deficiency – Common Stock for details regarding warrants granted in connection with the Private Placement and the conversion of related party notes payable, other advances and accounts payable into equity. | ||||||||||||||||||||||
During the nine months ended September 30, 2013, the Company issued an aggregate of 10,342,931 shares of common stock to several holders of warrants who elected to exercise warrants to purchase 12,505,023 shares of common stock on a "cashless" basis under the terms of the warrants. The warrants had exercise prices of $0.25 per share (11,346,675 gross shares), $0.35 per share (750,000 gross shares), and $1.00 per share (408,348 gross shares). The aggregate intrinsic value of the warrants exercised was $16,983,736 for the nine months ended September 30, 2013. | ||||||||||||||||||||||
A stock-based compensation credit related to the mark-to-market adjustment for consultant warrants for the three months ended September 30, 2013 was recorded in the condensed consolidated statements of operations as a component of selling, general and administrative expenses and totaled $20,424. During the nine months ended September 30, 2013, the Company recorded stock-based compensation expense of $493,940 related to warrants. There was no stock-based compensation expense related to warrants during the three and nine months ended September 30, 2012. As of September 30, 2013, stock-based compensation expense related to warrants of $591,200 remains unamortized, including $14,360 which is being amortized over the weighted average remaining period of 2.0 years. The remaining $576,840 is related to a performance based warrant where vesting is currently deemed to be improbable and no amount is being amortized. | ||||||||||||||||||||||
A summary of the stock warrant activity during the nine months ended September 30, 2013 is presented below: | ||||||||||||||||||||||
Weighted | ||||||||||||||||||||||
Weighted | Average | |||||||||||||||||||||
Average | Remaining | |||||||||||||||||||||
Number of | Exercise | Life | Intrinsic | |||||||||||||||||||
Warrants | Price | In Years | Value | |||||||||||||||||||
Outstanding, January 1, 2013 | 592,846 | $ | 3.01 | |||||||||||||||||||
Granted | 13,955,023 | 0.28 | ||||||||||||||||||||
Exercised | (12,505,023 | ) | 0.28 | |||||||||||||||||||
Forfeited | - | - | ||||||||||||||||||||
Outstanding, September 30, 2013 | 2,042,846 | $ | 1.05 | 1.3 | $ | 724,348 | ||||||||||||||||
Exercisable, September 30, 2013 | 1,762,846 | $ | 0.72 | 1.3 | $ | 724,348 | ||||||||||||||||
The following table presents information related to stock warrants at September 30, 2013: | ||||||||||||||||||||||
Warrants Outstanding | Warrants Exercisable | |||||||||||||||||||||
Weighted | Weighted | Weighted | ||||||||||||||||||||
Range of | Average | Outstanding | Average | Average | Exercisable | |||||||||||||||||
Exercise | Exercise | Number of | Exercise | Remaining Life | Number of | |||||||||||||||||
Price | Price | Warrants | Price | In Years | Warrants | |||||||||||||||||
$0.25 - $0.35 | $ | 0.25 | 1,450,000 | $ | 0.25 | 4.4 | 1,450,000 | |||||||||||||||
$0.36 - $3.00 | 2.91 | 562,846 | 2.91 | 2.9 | 312,846 | |||||||||||||||||
$3.01 - $4.95 | 4.95 | 30,000 | - | - | - | |||||||||||||||||
$ | 1.05 | 2,042,846 | $ | 0.72 | 1.3 | 1,762,846 | ||||||||||||||||
Services Contributed | ||||||||||||||||||||||
Effective January 1, 2013, an executive officer of the Company waived payment for services contributed during 2013. As a result, the Company imputed the value of the services contributed and recorded salary expense of $87,500 and $262,500 for the three and nine months ended September 30, 2013, respectively, with a corresponding credit to stockholders’ deficiency. | ||||||||||||||||||||||
Commitments_and_Contingent_Lia
Commitments and Contingent Liabilities | 9 Months Ended |
Sep. 30, 2013 | |
Commitments And Contingent Liabilities | ' |
Note 8 - Commitments and Contingent Liabilities | ' |
Operating Leases | |
On March 13, 2013, the Company gave notice of early termination for a lease agreement for a corporate apartment dated May 31, 2011. Accordingly, the lease expired on March 31, 2013. The Company did not incur any penalties related to the early termination of the lease agreement. | |
On June 7, 2013, Pagosa signed a three year lease for $1,000 per month to house an office, pharmacy as well as inventory and is located in Lawrenceburg, Indiana. A redundant facility is required by Verified Internet Pharmacy Practice Sites (“VIPPS”) and a newly acquired contract. Pagosa will serve as a backup facility and will function as a closed door pharmacy. On July 8, 2013, the parties agreed to extend the lease for two additional years, such that the new termination date is now June 7, 2018. | |
On October 10, 2013, the Company entered into a sublease agreement for 15,000 square feet of warehouse space at the Company’s corporate headquarters in Florence, Kentucky. The initial term of the sublease expires on January 31, 2014 with rent of $4,688 per month. After the expiration of the initial term, the tenant may extend the term of the sublease agreement on a month to month basis. | |
During the three and nine months ended September 30, 2013, the Company recorded aggregate rent expense of $47,921 and $141,257, respectively, and $50,136 and $148,900 during the three and nine months ended September 30, 2012, respectively. | |
Litigation | |
On February 9, 2012, two of our former stockholders, Rock Castle and Jason Smith (“Plaintiffs”), filed suit against the Company in the Hamilton County, Ohio Court of Common Pleas, alleging that the Company had breached the terms of certain stock options the Company granted to the Plaintiffs in connection with the Company’s now-terminated oral consulting arrangements with the Plaintiffs, by among other things, refusing Plaintiffs’ purported exercise of options to purchase 233,332 shares of the Company’s common stock at an exercise price of $2.00 per share in December 2011. Plaintiffs have requested that, among other things, the court require the Company to permit the exercise of the 233,332 options. Plaintiffs have also provided an expert report indicating damages of $2.086 million. Also named as defendants were two individuals, Michael Peppel and Gary Singer, whom Plaintiffs claim acted as agents for the Company in connection with its purchase of shares of its common stock from Plaintiffs in September 2011. On April 26, 2013, Plaintiffs dismissed Mr. Singer from the lawsuit. Trial of the case is currently scheduled for April of 2014. The Company denies all of the Plaintiffs’ claims and intends to contest this matter vigorously. | |
On March 20, 2013, a complaint was filed in the Delaware Court of Chancery by two shareholders of the Company, HWH Lending, LLC and Milfam I L.P., seeking to compel the holding of an annual meeting of stockholders for the election of directors under Delaware law. The Company filed an answer to the complaint on April 12, 2013. On May 13, 2013, the Company publicly announced that the Board of Directors had set the date for the Company’s next annual meeting of stockholders as August 15, 2013 at 11:00 a.m. Eastern time. In lieu of further litigation, on July 18, 2013, the parties submitted to the court a proposed order, subsequently entered by the court, confirming August 15, 2013 as the annual meeting date and establishing certain procedures related to the annual meeting. In accordance with the Court order, the Company’s annual meeting of stockholders was held on August 15, 2013 at which time Lalit Dhadphale, Youssef Bennani, Joseph Savarino, and Ambassador Ned Siegel each received a plurality of the total votes cast at the annual meeting and each was elected as a director by the stockholders of the Company. On September 24, 2013, this action was dismissed without prejudice by a joint stipulation of dismissal. | |
On April 23, 2013, the Company’s Board of Directors formed an Independent Committee, chaired by Youssef Bennani, a director and Chairman of the Company’s Audit Committee, with the exclusive power and plenary authority to investigate, review, and evaluate claims and demands made in certain letters the Company had received. The Company had received three letters from stockholders alleging certain breaches of fiduciary duties by directors of the Company and demanding that the Company commence investigations of the alleged conduct. On March 1, 2013, the Company received a letter on behalf of the holders of the Company’s Series B Preferred Stock (“Preferred Holders”) alleging that a convicted felon appears to be a consultant to the Company, owes the Company money, and exercises control over the Company. On March 8, 2013, the Company received a letter on behalf of stockholder Wayne Corona alleging that two directors, Matthew Stecker and John Backus, breached their fiduciary duties and demanding that the Company investigate legal claims against those directors. The letter alleges that the director designee of the holders of the Company’s Series B Preferred Stock and the director designee of New Atlantic Ventures Fund III, L.P. (“NAV”) acted in concert to attempt to scuttle the Company’s recent financing plan. The letter also alleged that the director designee of the Preferred Holders and the director designee of NAV sought to prevent the Company from paying back its lenders in 2010 and 2011. On March 18, 2013, the Company received a letter on behalf of the two directors denying the allegations and stating there was no proper basis for launching an investigation. On March 27, 2013, a letter on behalf of Messrs. Backus and Stecker, in their capacities as directors and stockholders, demanded that the Company (i) investigate alleged breaches of confidentiality and fiduciary duties by the Company’s President and CEO and two other directors in connection with the purported stockholder demand letter of Mr. Corona dated March 8, 2013, and (ii) assert related claims against those individuals. The letter also asserted that the director constituting the Independent Committee, Youssef Bennani, is subject to alleged conflicts of interest that disqualify him from serving on any proposed Independent Committee to evaluate the pending stockholder demands. The Independent Committee retained the independent law firm of Morrison & Foerster LLP to conduct the investigation and advise the Independent Committee. On November 23, 2013, the Independent Committee presented its findings and conclusions to the Board of Directors, which has resolved to take action consistent with those findings and conclusions. As a threshold matter, counsel for the Committee and the Committee determined that Mr. Bennani was independent and could carry out his duties and fairly evaluate the allegations in the letters. The Independent Committee concluded that it would not be in the best interests of the Company and its shareholders to pursue litigation stemming from the claims and assertions in the letters. The Independent Committee’s conclusion was based on its analysis of the letters, available evidence, legal principles and practical considerations including its potential indemnification obligations. Among the Independent Committee’s findings were: (1) the investigation demanded in the Preferred Holders’ letter had already been completed and adequately resolved by the Board; (2) there was no evidence supporting allegations in the Corona letter that then-directors Backus and Stecker breached their fiduciary duties to the Company in that they “attempted to scuttle the Company’s refinancing plan or used their positions on the Board for the benefit and advantage” of particular constituencies; and (3) no evidence supported the allegation that confidential information from the Board of Directors was purposefully leaked to Mr. Corona. The Company’s Board of Directors concurred in the Independent Committee’s findings and conclusions. | |
On May 7, 2013, a putative stockholder derivative action was filed in the Court of Chancery of the State of Delaware against certain directors and the chief executive officer of the Company and against the Company, as a nominal defendant. The complaint alleges claims for breach of fiduciary duty, entrenchment and corporate waste arising out of the alleged failure to conduct annual meetings, SEC filing obligations, advances to a former employee and a $500,000 secured loan to the Company which the entire board of directors approved. The derivative complaint seeks unspecified compensatory damages and other relief. The Company and the individual defendants believe that the allegations stated in the complaint are without merit and they intend to defend themselves vigorously against the allegations. The individual director defendants filed a motion to dismiss the complaint on July 22, 2013 and filed an opening brief in support of the motion to dismiss on August 2, 2013. The Company joined in the motion to dismiss. Plaintiff’s brief in opposition to the motion to dismiss was due on September 16, 2013. Instead of filing a brief in opposition to the motion to dismiss, on September 16, 2013, plaintiff filed an amended complaint against the same defendants alleging two claims for breach of fiduciary duty and corporate waste and deleting the claim for entrenchment. The claims in the amended complaint arise out of allegations regarding a failure to conduct stockholder annual meetings, a failure to comply with SEC filing obligations, a lack of internal controls and unauthorized advances to a former employee and a $500,000 secured loan approved by the Company’s entire board. The Company and the individual defendants continue to believe the allegations are without merit and intend to vigorously defend themselves against the allegations. On October 3, 2013, the individual director defendants moved to dismiss the amended complaint, and the Company joined in the motion to dismiss. Under a briefing schedule approved by the court, defendants’ opening brief in support of the motion to dismiss the amended complaint was filed on November 4, 2013 and the Company joined in arguments A and B of defendants’ opening brief on the basis of plaintiff’s failure to comply with Court of Chancery Rule 23.1 and demand futility. Plaintiff’s answering brief is due by December 13, 2013, and defendants’ reply brief is due by January 10, 2014. | |
On May 15, 2013, a former consultant filed suit in Boone County, Kentucky Circuit Court alleging breach of contract and unjust enrichment for unpaid consulting fees and expenses of approximately $27,000. The Company filed an answer to the complaint on July 22, 2013 and intends to vigorously defend itself against the allegations. | |
On October 11, 2013, two former directors of the Company sent a letter demanding repayment of legal fees and expenses ($80,766 of previously incurred expenses plus future expenses) pursuant to certain Company indemnification and advancement provisions. On November 13, 2013, following the receipt of the Special Committee report, the Company agreed to indemnify the two former directors for their reasonable legal fees and expenses up to $85,000 less any amount paid to the directors under the Company’s directors’ and officers’ insurance policy. On November 14, 2013, the former directors filed a verified complaint and a motion for expedited proceedings for advancement in the Delaware Court of Chancery. The Company has not yet filed a response to the complaint. | |
In the normal course of business the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Legal fees for such matters are expensed as incurred and we accrue for adverse outcomes as they become probable and estimable. Currently, other than discussed above, the Company is not involved in any such material matters. | |
Settlement Agreement | |
On February 22, 2013, the Company entered into a settlement agreement with a counterparty for amounts owed related to the return of expired goods and inventory and the Company wrote down the accounts receivable to the settlement amount as of December 31, 2012. On February 28, 2013, the Company received $50,000 in connection with the agreement in complete satisfaction of all outstanding and past due accounts receivable from the counterparty, such that there was no balance due to the Company as of September 30, 2013. |
Concentrations
Concentrations | 9 Months Ended |
Sep. 30, 2013 | |
Concentrations | ' |
Note 9 - Concentrations | ' |
The Company maintains deposits in financial institutions which are insured by the Federal Deposit Insurance Corporation (“FDIC”). At various times, the Company has deposits in these financial institutions in excess of the amount insured by the FDIC. | |
During the three months ended September 30, 2013, two vendors represented 63% and 12% of total inventory purchases, respectively. During the nine months ended September 30, 2013, two vendors represented 60% and 15% of total inventory purchases, respectively. During the three months ended September 30, 2012, two vendors represented 34% and 24% of total inventory purchases. During the nine months ended September 30, 2012, three vendors represented 34%, 13% and 12% of total inventory purchases. | |
As of September 30, 2013, there were no accounts receivable concentrations. As of December 31, 2012, two companies represented approximately 18% and 14% of accounts receivable. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions | ' |
Note 10 - Related Party Transactions | ' |
Beginning July 1, 2013, a director is to be paid $3,000 per month and is entitled to expense reimbursements as compensation for serving on the Company’s Board committees. During the three and nine months ended September 30, 2013, a director was paid $9,000 for general financial and business consulting. During the three and nine months ended September 30, 2012, the director was paid $30,000 and $73,800, respectively, for general financial and business consulting. | |
From March 2011 to April 2013, a wife of a director served as the agent for the Company's D&O insurance. During the three and nine months ended September 30, 2013, the Company recorded insurance premium expense of $0 and $18,800, respectively. During the three and nine months ended September 30, 2012, the Company recorded insurance premium expense of $14,100 and $37,600, respectively. | |
See Note 7 – Stockholders’ Deficiency – Common Stock for details regarding the exchange of common stock and warrants in satisfaction of related party notes payable, advances and accounts payable. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events | ' |
Note 11 - Subsequent Events | ' |
The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, except as disclosed below. | |
Related Party Advances | |
Subsequent to September 30, 2013, the Company repaid an officer approximately $9,000. As of September 30, 2013, the outstanding payable to the officer was approximately $92,000. | |
Notes Payable | |
On October 15, 2013, the Company received an additional $100,000 from a lender, which brought the face value of the September Note to $600,000 pursuant to an Amended and Restated Promissory Note (the “September Note”), effective September 30, 2013, which supersedes the March Note with the same Lender. The September Note contains financial covenants which require the Company to meet certain minimum targets for earnings before interest, taxes and non-cash expenses, including depreciation, amortization and stock-based compensation (“EBITDAS”) for the calendar quarters and years ended between December 31, 2013 and 2014, inclusive. In addition, the September Note extended the deadline for providing the March 31, 2013 and June 30, 2013 quarterly financial statements and financial covenant certifications from 45 days after quarter end to October 31, 2013. The remainder of the material September Note terms are unchanged from the March Note, including the March 1, 2015 maturity date. In consideration of the Lender providing additional funds and entering into the September Note, the Company granted the Lender a five-year warrant to purchase 150,000 shares of common stock at an exercise price of $0.35 per share. The warrant contains customary anti-dilution provisions. The warrant had a relative fair value of $51,200 which was set up as debt discount and will be amortized using the effective interest method over the term of the September Note. Including the value of warrants issued in connection with the March Note and September Note, the September Note had an effective interest rate of 41% per annum. On November 25, 2013, the lender executed a document waiving the Company's non-compliance with the deadline to deliver September 30, 2013 financial statements. | |
On October 30, 2013, the Company issued a note payable with a principal amount of $100,000 to a lender. The note bears interest on the unpaid principal balance until the full amount of principal has been paid at a floating rate equal to the Prime Rate plus four and one-quarter percent (4.25%) per annum (as of September 30, 2013, the Prime Rate was 3.25% per annum). Under the terms of the note, the Company has agreed to make monthly payments of accrued interest on the first day of every month, beginning on December 1, 2013. The principal amount and all unpaid accrued interest is payable on November 1, 2015 but the Company’s obligations are unsecured and are subordinate to its obligations pursuant to the September Note described above. The Loan may be prepaid in whole or in part at any time by the Company without penalty. In consideration of the note payable, the Company issued to the lender a five-year warrant to purchase 150,000 shares of common stock at an exercise price of $0.35 per share. The warrant contains customary anti-dilution provisions. The warrant had a relative fair value of $36,800. Including the value of the warrant, the note had an effective interest rate of 26% per annum. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Summary Of Significant Accounting Policies Policies | ' | ||||||||
Principles of Consolidation | ' | ||||||||
On June 4, 2013, the Company formed a wholly-owned subsidiary called Pagosa Health LLC (“Pagosa”). The condensed consolidated financial statements include the accounts of HealthWarehouse.com, Inc., Hwareh.com, Inc., Hocks.com, Inc., ION Holding NV, ION Belgium NV and Pagosa, its wholly-owned subsidiaries. ION Holding NV and ION Belgium NV are inactive subsidiaries. All material inter-company balances and transactions have been eliminated in consolidation. | |||||||||
Use of Estimates | ' | ||||||||
The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant estimates include reserves related to accounts receivable and inventory, the recoverability and useful lives of long-lived assets, the valuation allowance related to deferred tax assets, the valuation of equity instruments and debt discounts. | |||||||||
Reclassifications | ' | ||||||||
Certain accounts in the prior period condensed consolidated financial statements have been reclassified for comparison purposes to conform to the presentation of the current period condensed consolidated financial statements. These reclassifications had no effect on the previously reported net loss. | |||||||||
Revenue Recognition | ' | ||||||||
Revenues for the sales of products are recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed and determinable and collectability is reasonably assured. The Company defers revenue when cash has been received from the customer but delivery has not yet occurred. Such amounts are reflected as deferred revenues in the accompanying condensed consolidated financial statements. | |||||||||
Net Loss Per Share of Common Stock | ' | ||||||||
Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. Potentially dilutive securities are excluded from the computation of diluted net loss per share if their inclusion would be anti-dilutive and consist of the following: | |||||||||
September 30, | |||||||||
2013 | 2012 | ||||||||
Options | 2,188,650 | 2,025,475 | |||||||
Warrants | 2,192,846 | 562,846 | |||||||
Series B Convertible Preferred Stock | 3,438,275 | 1,973,427 | |||||||
Convertible Promissory Notes | - | 529,100 | |||||||
Total potentially dilutive shares | 7,819,771 | 5,090,848 | |||||||
Stock-Based Compensation | ' | ||||||||
Stock-based compensation expense for all stock-based payment awards is based on the estimated fair value of the award. For employees and directors, the award is measured on the grant date. For non-employees, the award is measured on the grant date and is then remeasured at each vesting date and financial reporting date. The Company recognizes the estimated fair value of the award as compensation cost over the requisite service period of the award, which is generally the option vesting term. The Company generally issues new shares of common stock to satisfy option and warrant exercises. | |||||||||
Recently Issued Accounting Pronouncements | ' | ||||||||
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists." This ASU addresses the requirements regarding the financial statement presentation of an unrecognized tax benefit within Accounting Standards Codification ("ASC") Topic 740 for the purpose of providing consistency between the financial reporting of U.S. GAAP entities. Generally, this ASU provides guidance for the preparation of financial statements and disclosures when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This ASU is effective for periods beginning after December 15, 2013 and is not expected to have any impact on the Company’s condensed consolidated financial statements or disclosures. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Summary Of Significant Accounting Policies Tables | ' | ||||||||
Schedule of Potentially Dilutive Securities | ' | ||||||||
Potentially dilutive securities are excluded from the computation of diluted net loss per share if their inclusion would be anti-dilutive and consist of the following: | |||||||||
September 30, | |||||||||
2013 | 2012 | ||||||||
Options | 2,188,650 | 2,025,475 | |||||||
Warrants | 2,192,846 | 562,846 | |||||||
Series B Convertible Preferred Stock | 3,438,275 | 1,973,427 | |||||||
Convertible Promissory Notes | - | 529,100 | |||||||
Total potentially dilutive shares | 7,819,771 | 5,090,848 |
Accrued_Expenses_and_Other_Cur1
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Accrued Expenses And Other Current Liabilities Tables | ' | ||||||||
Accrued expenses and other current liabilities | ' | ||||||||
Accrued expenses and other current liabilities consisted of the following: | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Deferred rent | $ | 44,466 | $ | 39,100 | |||||
Advertising | 75,000 | 75,000 | |||||||
Salaries and benefits | 175,735 | 166,118 | |||||||
Professional fees | - | 81,872 | |||||||
Dividends payable | 209,520 | 261,084 | |||||||
Accrued interest | 44,803 | 410,101 | |||||||
Due to investors (1) | - | 850,002 | |||||||
Customer payables | 216,090 | 51,333 | |||||||
Other | 37,974 | 8,159 | |||||||
Total | $ | 803,588 | $ | 1,942,769 | |||||
(1) - Proceeds received from investors in advance of equity offering closing. |
Stockholders_Deficiency_Tables
Stockholders' Deficiency (Tables) | 9 Months Ended | |||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||
Stockholders Deficiency Tables | ' | |||||||||||||||||||||
Schedule of Stock Options Granted | ' | |||||||||||||||||||||
In applying the Black-Scholes option pricing model to stock options granted, the Company used the following weighted average assumptions: | ||||||||||||||||||||||
For The Three Months Ended | For The Nine Months Ended | |||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||
Risk free interest rate | n/a | n/a | 1.13% to 1.50% | 1.04% | ||||||||||||||||||
Dividend yield | n/a | n/a | 0.00% | 0.00% | ||||||||||||||||||
Expected volatility | n/a | n/a | 166.0% to 175.0% | 172.20% | ||||||||||||||||||
Expected life in years | n/a | n/a | 6 | 6 | ||||||||||||||||||
Summary of Stock Option Activity | ' | |||||||||||||||||||||
A summary of the stock option activity during the nine months ended September 30, 2013 is presented below: | ||||||||||||||||||||||
Weighted | ||||||||||||||||||||||
Weighted | Average | |||||||||||||||||||||
Average | Remaining | |||||||||||||||||||||
Number of | Exercise | Life | Intrinsic | |||||||||||||||||||
Options | Price | In Years | Value | |||||||||||||||||||
Outstanding, January 1, 2013 | 2,183,899 | $ | 3.42 | |||||||||||||||||||
Granted | 430,500 | 1.57 | ||||||||||||||||||||
Exercised | - | - | ||||||||||||||||||||
Forfeited | (425,749 | ) | 4.2 | |||||||||||||||||||
Outstanding, September 30, 2013 | 2,188,650 | $ | 2.9 | 5.4 | $ | - | ||||||||||||||||
Exercisable, September 30, 2013 | 1,210,151 | $ | 2.72 | 4.3 | $ | - | ||||||||||||||||
Summary of Stock Option Outstanding and Exercisable | ' | |||||||||||||||||||||
The following table presents information related to stock options at September 30, 2013: | ||||||||||||||||||||||
Options Outstanding | Options Exercisable | |||||||||||||||||||||
Weighted | Weighted | Weighted | ||||||||||||||||||||
Range of | Average | Outstanding | Average | Average | Exercisable | |||||||||||||||||
Exercise | Exercise | Number of | Exercise | Remaining Life | Number of | |||||||||||||||||
Price | Price | Options | Price | In Years | Options | |||||||||||||||||
$0.80 - $2.20 | $ | 1.57 | 874,400 | $ | 1.58 | 2 | 485,900 | |||||||||||||||
$2.21 - $3.80 | 3.21 | 858,250 | 2.95 | 5 | 490,917 | |||||||||||||||||
$3.81 - $6.99 | 4.86 | 456,000 | 4.6 | 7.6 | 233,334 | |||||||||||||||||
$ | 2.9 | 2,188,650 | $ | 2.72 | 4.3 | 1,210,151 | ||||||||||||||||
Schedule of Stock Warrants Granted | ' | |||||||||||||||||||||
In applying the Black-Scholes option pricing model to stock warrants granted, the Company used the following weighted average assumptions: | ||||||||||||||||||||||
For The Three Months Ended | For The Nine Months Ended | |||||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||||||||
Risk free interest rate | n/a | n/a | 0.87% | n/a | ||||||||||||||||||
Dividend yield | n/a | n/a | 0.00% | n/a | ||||||||||||||||||
Expected volatility | n/a | n/a | 164.30% | n/a | ||||||||||||||||||
Expected life in years | n/a | n/a | 5 | n/a | ||||||||||||||||||
Summary of Stock Warrant Activity | ' | |||||||||||||||||||||
A summary of the stock warrant activity during the nine months ended September 30, 2013 is presented below: | ||||||||||||||||||||||
Weighted | ||||||||||||||||||||||
Weighted | Average | |||||||||||||||||||||
Average | Remaining | |||||||||||||||||||||
Number of | Exercise | Life | Intrinsic | |||||||||||||||||||
Warrants | Price | In Years | Value | |||||||||||||||||||
Outstanding, January 1, 2013 | 592,846 | $ | 3.01 | |||||||||||||||||||
Granted | 13,955,023 | 0.28 | ||||||||||||||||||||
Exercised | (12,505,023 | ) | 0.28 | |||||||||||||||||||
Forfeited | - | - | ||||||||||||||||||||
Outstanding, September 30, 2013 | 2,042,846 | $ | 1.05 | 1.3 | $ | 724,348 | ||||||||||||||||
Exercisable, September 30, 2013 | 1,762,846 | $ | 0.72 | 1.3 | $ | 724,348 | ||||||||||||||||
Summary of Stock Warrants Outstanding and Exercisable | ' | |||||||||||||||||||||
The following table presents information related to stock warrants at September 30, 2013: | ||||||||||||||||||||||
Warrants Outstanding | Warrants Exercisable | |||||||||||||||||||||
Weighted | Weighted | Weighted | ||||||||||||||||||||
Range of | Average | Outstanding | Average | Average | Exercisable | |||||||||||||||||
Exercise | Exercise | Number of | Exercise | Remaining Life | Number of | |||||||||||||||||
Price | Price | Warrants | Price | In Years | Warrants | |||||||||||||||||
$0.25 - $0.35 | $ | 0.25 | 1,450,000 | $ | 0.25 | 4.4 | 1,450,000 | |||||||||||||||
$0.36 - $3.00 | 2.91 | 562,846 | 2.91 | 2.9 | 312,846 | |||||||||||||||||
$3.01 - $4.95 | 4.95 | 30,000 | - | - | - | |||||||||||||||||
$ | 1.05 | 2,042,846 | $ | 0.72 | 1.3 | 1,762,846 | ||||||||||||||||
Going_Concern_and_Managements_1
Going Concern and Management's Liquidity Plans (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Going Concern And Managements Liquidity Plans Details Narrative | ' | ' | ' | ' | ' |
Working Capital Deficiency | $5,051,650 | ' | $5,051,650 | ' | ' |
Accumulated deficit | 27,939,398 | ' | 27,939,398 | ' | 20,828,674 |
Net Losses | 1,021,129 | 1,606,204 | 5,368,482 | 4,759,186 | 5,574,775 |
Net Cash Used in Operating Activities | ' | ' | $881,238 | $831,903 | $947,911 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
Summary Of Significant Accounting Policies Details | ' | ' |
Options | $2,188,650 | $2,025,475 |
Warrants | 2,192,846 | 562,846 |
Series B Convertible Preferred Stock | 3,438,275 | 1,973,427 |
Convertible Promissory Notes | ' | 529,100 |
Total potentially dilutive shares | $7,819,771 | $5,090,848 |
Accrued_Expenses_and_Other_Cur2
Accrued Expenses and Other Current Liabilities (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | ||
Accrued Expenses And Other Current Liabilities Details | ' | ' | ||
Deferred rent | $44,466 | $39,100 | ||
Advertising | 75,000 | 75,000 | ||
Salaries and benefits | 175,735 | 166,118 | ||
Professional fees | ' | 81,872 | ||
Dividends payable | 209,520 | 261,084 | ||
Accrued interest | 44,803 | 410,101 | ||
Due to investors (1) | ' | [1] | 850,002 | [1] |
Customer payables | 216,090 | 51,333 | ||
Other | 37,974 | 8,159 | ||
Total | $803,588 | $1,942,769 | ||
[1] | Proceeds received from investors in advance of equity offering closing. |
Convertible_Notes_Payable_Deta
Convertible Notes Payable (Details Narrative) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
Convertible Notes Payable Details Narrative | ' | ' |
Convertible Notes Payable | $82,616 | $247,849 |
Notes_Payable_Details_Narrativ
Notes Payable (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Notes Payable Details Narrative | ' | ' | ' | ' |
Notes payable | $40,400 | $133,095 | $125,163 | $399,284 |
Stockholders_Deficiency_Detail
Stockholders' Deficiency (Details) | 9 Months Ended | ||
Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | |
Minimum [Member] | Maximum [Member] | ||
Risk free interest rate | 1.04% | 1.13% | 1.50% |
Dividend yield | 0.00% | ' | 0.00% |
Expected volatility | 172.20% | 166.00% | 175.00% |
Expected life in years | '6 years | ' | '6 years |
Stockholders_Deficiency_Detail1
Stockholders' Deficiency (Details 1) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Number of options, outstanding | ' |
Outstanding, beginning of period (in shares) | 2,183,899 |
Granted | 430,500 |
Exercised | ' |
Forfeited | -425,749 |
Outstanding, end of period (in shares) | 2,188,650 |
Exercisable, September 30, 2013 | 1,210,151 |
Options, weighted average exercise price | ' |
Outstanding, beginning of period (in dollars per share) | $3.42 |
Granted | $1.57 |
Exercised | ' |
Forfeited | $4.20 |
Outstanding, end of period (in dollars per share) | $2.90 |
Exercisable, September 30, 2013 | $2.72 |
Weighted Average Remaining Life In Years | ' |
Weighted Average Remaining Life (in years) Outstanding | '5 years 4 months 24 days |
Weighted Average Remaining Life (in years) Exercisable | '4 years 3 months 18 days |
Aggregate Intrinsic Value Outstanding | ' |
Aggregate Intrinsic Value Exercisable | ' |
Stockholders_Deficiency_Detail2
Stockholders' Deficiency (Details 2) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Number Outstanding | 2,188,650 | 2,183,899 |
Weighted Average Remaining Years of Contractual Life | '4 years 3 months 18 days | ' |
Weighted Average Exercise Price Outstanding | $2.90 | $3.42 |
Number Exercisable | 1,210,151 | ' |
Weighted Average Exercise Price Exercisable | $2.72 | ' |
$0.80-2.20 | ' | ' |
Number Outstanding | 874,400 | ' |
Weighted Average Remaining Years of Contractual Life | '2 years | ' |
Weighted Average Exercise Price Outstanding | $1.57 | ' |
Number Exercisable | 485,900 | ' |
Weighted Average Exercise Price Exercisable | $1.58 | ' |
$2.21-3.80 | ' | ' |
Number Outstanding | 858,250 | ' |
Weighted Average Remaining Years of Contractual Life | '5 years | ' |
Weighted Average Exercise Price Outstanding | $3.21 | ' |
Number Exercisable | 490,917 | ' |
Weighted Average Exercise Price Exercisable | $2.95 | ' |
$3.81-6.99 | ' | ' |
Number Outstanding | 456,000 | ' |
Weighted Average Remaining Years of Contractual Life | '7 years 7 months 6 days | ' |
Weighted Average Exercise Price Outstanding | $4.86 | ' |
Number Exercisable | 233,334 | ' |
Weighted Average Exercise Price Exercisable | $4.60 | ' |
Stockholders_Deficiency_Detail3
Stockholders' Deficiency (Details 3) | 9 Months Ended |
Sep. 30, 2013 | |
Stockholders Deficiency Details 3 | ' |
Risk free interest rate | 0.87% |
Dividend yield | 0.00% |
Expected volatility | 164.30% |
Expected life in years | '5 years |
Stockholders_Deficiency_Detail4
Stockholders' Deficiency (Details 4) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Number of warrants, outstanding | ' |
Outstanding, beginning of period (in shares) | 592,846 |
Granted | 13,955,023 |
Exercised | -12,505,023 |
Forfeited | ' |
Outstanding, end of period (in shares) | 2,042,846 |
Exercisable, September 30, 2013 | 1,762,846 |
Warrants, weighted average exercise price | ' |
Outstanding, beginning of period (in dollars per share) | $3.01 |
Granted | $0.28 |
Exercised | $0.28 |
Forfeited | ' |
Outstanding, end of period (in dollars per share) | $1.05 |
Exercisable, September 30, 2013 | $0.72 |
Weighted Average Remaining Life In Years | ' |
Weighted Average Remaining Life (in years) Outstanding | '1 year 3 months 18 days |
Weighted Average Remaining Life (in years) Exercisable | '1 year 3 months 18 days |
Aggregate Intrinsic Value | ' |
Aggregate Intrinsic Value Outstanding | $724,348 |
Aggregate Intrinsic Value Exercisable | $724,348 |
Stockholders_Deficiency_Detail5
Stockholders' Deficiency (Details 5) (USD $) | Sep. 30, 2013 |
Number Outstanding | 2,042,846 |
Weighted Average Remaining Contractual Term | '1 year 3 months 18 days |
Weighted Average Exercise Price Outstanding | $1.05 |
Number Exercisable | 1,762,846 |
Weighted Average Exercise Price Exercisable | $0.72 |
$0.25 - $0.35 | ' |
Number Outstanding | 1,450,000 |
Weighted Average Remaining Contractual Term | '4 years 4 months 24 days |
Weighted Average Exercise Price Outstanding | $0.25 |
Number Exercisable | 1,450,000 |
Weighted Average Exercise Price Exercisable | $0.25 |
$0.36 - $3.00 | ' |
Number Outstanding | 562,846 |
Weighted Average Remaining Contractual Term | '2 years 10 months 24 days |
Weighted Average Exercise Price Outstanding | $2.91 |
Number Exercisable | 312,846 |
Weighted Average Exercise Price Exercisable | $2.91 |
$3.01 - $4.95 | ' |
Number Outstanding | 30,000 |
Weighted Average Exercise Price Outstanding | $4.95 |
Number Exercisable | ' |
Weighted Average Exercise Price Exercisable | ' |
Stockholders_Deficiency_Detail6
Stockholders' Deficiency (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Aggregate shares | ' | ' | $3,501,975 | ' |
Shares price | ' | ' | 1.00% | ' |
Beneficial Conversion Feature | ' | ' | 202,305 | ' |
Common Stock Issuable | 1,326,700 | ' | 1,326,700 | ' |
Beneficial Conversion Feature Related to Incremental Shares | 0 | ' | 1,330,417 | ' |
Selling, General And Administrative Expenses | 143,113 | 268,955 | 469,356 | 249,854 |
Stock-Based Compensation Expense | 1,775,262 | ' | 1,775,262 | ' |
Weighted Average Remaining Period | ' | ' | ' | '1 year 10 months 24 days |
Warrants Exercise Purchase | ' | ' | 16,983,736 | ' |
Warrants Exercise Price Per Share | ' | ' | $0.25 | ' |
Salary expense | 87,500 | ' | 262,500 | ' |
Stock Options Granted | $1.17 | ' | $6.52 | ' |
Series B Preferred Stock [Member] | ' | ' | ' | ' |
Preferred Stock Contractual Dividends | 69,840 | 65,271 | 209,520 | 195,813 |
Series C Preferred Stock [Member] | ' | ' | ' | ' |
Preferred Stock Deemed Dividend | 247,774 | ' | 433,606 | ' |
Stock Warrants [Member] | ' | ' | ' | ' |
Weighted Average Fair Value | ' | ' | $1.36 | ' |
Selling, General And Administrative Expenses | ' | ' | 20,424 | ' |
Stock-based compensation expense warrants | ' | ' | $493,940 | ' |
Weighted Average Remaining Period | ' | ' | '2 years | ' |
Commitments_and_Contingent_Lia1
Commitments and Contingent Liabilities (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Commitments And Contingent Liabilities Details Narrative | ' | ' | ' | ' |
Rent Expense | $47,921 | $50,136 | $141,257 | $148,900 |
Concentrations_Details_Narrati
Concentrations (Details Narrative) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | |||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 30, 2012 | |
Vendor 1 [Member] | Vendor 1 [Member] | Vendor 1 [Member] | Vendor 1 [Member] | Vendor 2 [Member] | Vendor 2 [Member] | Vendor 2 [Member] | Vendor 2 [Member] | Customer 1 [Member] | Customer 2 [Member] | Vendor 3 [Member] | |
Concentration Percentage | 63.00% | 34.00% | 60.00% | 34.00% | 12.00% | 24.00% | 15.00% | 13.00% | 18.00% | 14.00% | 12.00% |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Related Party Transactions Details Narrative | ' | ' | ' | ' |
General financial and business consulting | $9,000 | $30,000 | $9,000 | $73,800 |
Insurance Premium Expense | $0 | $14,100 | $18,800 | $37,600 |