STOCKHOLDERS (DEFICIT) EQUITY | 12 Months Ended |
Jun. 30, 2014 |
STOCKHOLDERS (DEFICIT) EQUITY [Text Block] | ' |
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NOTE 13 - STOCKHOLDERS’ (DEFICIT) EQUITY |
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Issuances of Common Stock |
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On August 3, 2012, the Company issued to a consultant 150,000 shares of common stock for investor relations services valued at $39,000 based on the closing market price on the date of the transaction. |
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On August 18, 2012, the Company issued 6,244,286 shares of common stock pursuant to a unit offering to existing shareholders under shelf registration statement on Form S-3 and received net proceeds of $1,873,261. |
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On January 3, 2013, two investors exercised warrants to purchase 375,000 shares of common stock at price of $0.30 per share on a cashless basis. Under the cashless basis exercise, 61,628 shares were issued. |
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On January 23, 2014, the entire outstanding principal amount of the A$2.0 million Secured Convertible Note, dated June 23, 2013, issued by the Company and payable to IGS, including all accrued interest and any other amounts due or payable by the Company there under, was converted into 9,259,259 shares of common stock. The stock was issued pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended, and IGS is restricted from selling any of such shares into the US or to any US person. The amount payable at the time of conversion was $1,263,930, which included principal and accrued interest. The Company recorded a gain of $615,781 on extinguishment of the debt. |
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On April 3, 2014, the Company issued 370,371 shares of common stock at a price of $0.135 per share to Muzz Investments, LLC, in regards to the Company’s obligation for costs incurred related to the 2006 sale of real properly in Glendale, Arizona, formerly owned by Azco Mica, Inc. A gain of $34,074 was recorded on the partial extinguishment of the debt. A total settlement of $156,977 was reached of which $106,977 remains unpaid and included in accrued liabilities at June 30, 2014. An additional 792,420 shares remains to be issued under the settlement. |
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See NOTE 19, SUBSEQUENT EVENTS, in regards to a Share Exchange Agreement entered into on July 15, 2014 by the the Company with Camarc and related disclosures, Issuance of Warrants |
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On December 21, 2007, in connection with a scheduled advance of $350,000 on the 7% Senior Secured Convertible Debenture, the Company issued 175,000 warrants, each warrant giving the note holder the right to purchase one share of common stock at a price of $1.00 per share. The warrants are exercisable from July 1, 2010 to December 31, 2014. |
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On January 15, 2008, in connection with a scheduled advance of $1,500,000 on the 7% Senior Secured Convertible Debenture, the Company issued 750,000 warrants, each warrant giving the note holder the right to purchase one share of common stock at a price of $1.00 per share. The warrants are exercisable from July 1, 2010 to December 31, 2014 and contain a re-pricing anti-dilution feature and in certain circumstances an anti-dilution ratchet provision. |
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On April 15, 2008, in connection with a scheduled advance of $3,500,000 on the 7% Senior Secured Convertible Debenture, the Company issued 1,750,000 warrants, each warrant giving the note holder the right to purchase one share of common stock at a price of $1.00 per share. The warrants are exercisable from July 1, 2010 to December 31, 2014 and contain a repricing anti-dilution feature and in certain circumstances an anti-dilution ratchet provision. |
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On July 15, 2008, in connection with a scheduled advance of $3,500,000 under the 7% Senior Secured Convertible Debenture, the Company issued 1,750,000 warrants, each warrant giving the note holder the right to purchase one share of common stock at a price of $1.00 per share. The warrants are exercisable from July 1, 2010 to December 31, 2014 and contain a re-pricing anti-dilution feature and in certain circumstances an anti-dilution ratchet provision. |
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On October 15, 2008, in connection with a scheduled advance of $3,500,000 under the 7% Senior Secured Convertible Debenture, the Company issued 1,750,000 warrants, each warrant giving the note holder the right to purchase one share of common stock at a price of $1.00 per share. The warrants are exercisable from July 1, 2010 to December 31, 2014 and contain a re-pricing anti-dilution feature and in certain circumstances an anti-dilution ratchet provision. |
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On December 22, 2008, in connection with a scheduled advance of $1,150,000 under the 7% Senior Secured Convertible Debenture, the Company issued 575,000 warrants, each warrant giving the note holder the right to purchase one share of common stock at a price of $1.00 per share. The warrants are exercisable from July 1, 2010 to December 31, 2014 and contain a re-pricing anti-dilution feature and in certain circumstances an anti-dilution ratchet provision. |
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On June 22, 2009, in connection with a private placement for 283,019 shares of the Company’s common stock, the Company issued 141,510 five year warrants giving the holder the right to purchase common stock at $1.06 per share and have expired unexercised. |
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On July 27, 2009, in connection with a private placement for 94,339 shares of the Company’s common stock, the Company issued 47,169 five year warrants giving the holder the right to purchase common stock at $1.06 per share. The fair market value of the warrants under the placement at the time of issuance was determined to be $35,017 with the following assumptions: (1) risk-free rate of interest of 2.63%, (2) an expected life of 5.0 years, (3) expected stock price volatility of 87.31%, and (4) expected dividend yield of zero. The private placement was subject to a sales commission and an additional 4,716 five year warrants were issued as a commission on the transaction. The fair market value of the commission warrants under the placement at the time of issuance was determined to be $3,501 with the following assumptions: (1) risk-free rate of interest of 2.63%, (2) an expected life of 5.0 years, (3) expected stock price volatility of 87.31%, and (4) expected dividend yield of zero. |
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On August 6, 2009, in connection with a private placement for 100,000 shares of the Company’s common stock, the Company issued 50,000 five year warrants giving the holder the right to purchase common stock at $1.06 per share. The fair market value of the warrants under the placement at the time of issuance was determined to be $35,579 with the following assumptions: (1) risk-free rate of interest of 2.73%, (2) an expected life of 5.0 years, (3) expected stock price volatility of 86.19%, and (4) expected dividend yield of zero. |
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On August 17, 2009, in connection with a private placement for 18,868 shares of the Company’s common stock, the Company issued 9,434 five year warrants giving the holder the right to purchase common stock at $1.06 per share. The fair market value of the warrants under the placement at the time of issuance was determined to be $6,769 with the following assumptions: (1) risk-free rate of interest of 2.43%, (2) an expected life of 5.0 years, (3) expected stock price volatility of 86.19%, and (4) expected dividend yield of zero. The private placement was subject to a sales commission and an additional 944 warrants were issued as a commission on the transaction. The fair market value of the commission warrants under the placement at the time of issuance was determined to be $677 with the following assumptions: (1) risk-free rate of interest of 2.43%, (2) an expected life of 5.0 years, (3) expected stock price volatility of 86.19%, and (4) expected dividend yield of zero. |
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On January 20, 2010, in connection with the registered direct offering for 7,692,310 shares of the Company’s common stock, the Company issued 3,846,155 five year warrants giving the holder the right to purchase common stock at $1.70 per share. The warrants are exercisable immediately after issuance and will expire five years from the date of issuance. The fair market value of the warrants under the placement at the time of issuance was determined to be $2,921,877 with the following assumptions: (1) risk-free rate of interest of 2.45%, (2) an expected life of 5.0 years, (3) expected stock price volatility of 85.19%, and (4) expected dividend yield of zero. The private placement was subject to the issuance of 461,539 warrants to placement agents, exercisable at $1.625 per share and has an exercise period expiring on December 29,2014.. The warrants vest six months from the date of issuance. The fair market value of the placement agent warrants under the placement at the time of issuance was determined to be $353,190 with the following assumptions: (1) risk-free rate of interest of 2.45%, (2) an expected life of 4.94 years, (3) expected stock price volatility of 85.19%, and (4) expected dividend yield of zero. |
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On December 30, 2010, in connection with the registered direct offering to three institutional investors for 1,666,668 shares of the Company’s common stock, the Company issued 833,334 five-year warrants giving the holders the right to purchase common stock at $1.50 per share. The warrants are exercisable immediately after issuance and will expire five years from the date of issuance. Using the Black-Scholes option pricing model, the fair market value of the warrants under the placement at the time of issuance was determined to be $669,372 with the following assumptions: (1) risk-free rate of interest of 2.01%, (2) an expected life of 5.0 years, (3) expected stock price volatility of 79.51%, and (4) expected dividend yield of zero. In connection with the registered direct offering, the Company issued 100,000 warrants to the placement agent, exercisable at $1.50 per share and with an exercise period expiring on November 29, 2014.. The warrants are exercisable immediately after issuance. Using the Black-Scholes option pricing model, the fair market value of the placement agent warrants at the time of issuance was determined to be $62,614 with the following assumptions: (1) risk-free rate of interest of 1.47%, (2) an expected life of 3.92 years, (3) expected stock price volatility of 68.65%, and (4) expected dividend yield of zero. |
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On August 2, 2011, in connection with a $5 million senior secured loan with Victory Park, the Company issued warrants to purchase 500,000 shares of its common stock. The warrants have an exercise price of $1.00 per share, are exercisable immediately after issuance and will expire five years from the date of issuance. Using the Black-Scholes option pricing model, the fair market value of the warrants at the time of issuance was determined to be $339,247 with the following assumptions: (1) risk-free rate of interest of 1.23%, (2) expected life of 5.0 years, (3) expected stock price volatility of 86.79%, and (4) expected dividend yield of zero. The warrants issued contain a re-pricing provision for anti-dilution. |
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On August 8, 2011, the Company issued 250,000 warrants exercisable at $1.00 per share and with an exercise period of 5 years from the date of issuance for investor relations services to be provided over a period of one year. The warrants are exercisable immediately after issuance. Using the Black-Scholes option pricing model, the fair market value of the placement agent warrants at the time of issuance was determined to be $138,426 with the following assumptions: (1) risk-free rate of interest of 1.11%, (2) expected life of 5 years, (3) expected stock price volatility of 86.96%, and (4) expected dividend yield of zero. This amount is reported as stock compensation over the period of the agreement and $138,426 was expensed for the year ended June 30, 2012. |
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On January 12, 2012, in connection with a private placement for 700,000 shares of the Company’s common stock pursuant to Regulation S of the Securities Act of 1933, the Company issued 350,000 five year warrants giving the holder the right to purchase common stock at $1.00 per share. Using the Black-Scholes option pricing model, the fair market value of the warrants at the time of issuance was determined to be $172,550. The warrants were valued using the following significant assumptions: (1) a risk free interest rate of 0.84%, (2) expected life of 5.0 years, (3) expected stock price volatility of 84.57% and (4) expected dividend yield of zero. |
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On January 26, 2012, the Company entered into an agreement for investor relations services to be provided over a period of four months and requiring the issuance of 250,000 warrants exercisable at $1.25 per share with an exercise period of 5 years. The warrants are to be issued in two separate transactions with the first 125,000 warrants due and exercisable immediately upon execution of the agreement. The remaining 125,000 warrants are due and exercisable after 90 days. Using the Black-Scholes option pricing model, the initial fair market value for the entire 250,000 placement agent warrants upon execution of the agreement was determined to be $112,379 with the following assumptions: (1) risk-free rate of interest of 0.31%, (2) expected life of 3 years, (3) expected stock price volatility of 62.92%, and (4) expected dividend yield of zero. The remaining 125,000 warrants were valued at April 26, 2012 with the following assumptions: (1) risk-free rate of interest of 0.29%, (2) expected life of 2.75 years, (3) expected stock price volatility of 59.01%, and (4) expected dividend yield of zero. The final valuation of the 250,000 warrants issued was subsequently adjusted to reflect the actual measurement dates for each of the warrant issuances and resulted in a fair market value of $82,138. Accordingly, the final amount reported as stock compensation is $82,138 for the year ended June 30, 2012. |
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On June 29, 2012, the warrant exercise price of $1.00 per share on 6,750,000 warrants related to the 7% Senior Secured Convertible Debentures was reduced to $0.35 under the terms and conditions of the warrant with the reduction resulting from the issuance of stock in connection with the equity line of credit. The original warrants contained a re-pricing anti-dilution provision. |
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On June 29, 2012, the warrant exercise price of $1.00 per share on 500,000 warrants related to the June 2, 2011 warrant issuance was reduced to $0.98 under the terms and conditions of the warrant with the reduction resulting from the issuance of stock in connection with the equity line of credit. The original warrants contained a re-pricing anti-dilution provision. |
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On June 29, 2012, the warrant exercise price of $1.00 per share on 321,807 warrants related to the Additional Investment Rights issues of January 9, April 30, and June 2, 2008, was reduced to $0.35 under the terms and conditions of the warrant with the reduction resulting from the issuance of stock in connection with the equity line of credit. The original warrant contained an anti-dilution ratchet provision and the warrants were increased by 597,641 to 919,448. |
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On July 31, 2012, the Company entered into a one year agreement for investment banking services. In connection with the agreement the Company issued 4,500,000 five year warrants to purchase common stock at an exercise price of $0.40 per share. The warrants are exercisable immediately and contain a ratchet provision to adjust the exercise price in certain circumstances. Using the Black-Scholes option pricing model, the initial fair market value for the warrants upon execution of the agreement was determined to be $927,450 with the following assumptions: (1) risk-free rate of interest of 0.60%, (2) expected life of 5 years, (3) expected stock price volatility of 82.19%, and (4) expected dividend yield of zero. This amount is reported as stock compensation over the period of the agreement and $848,680 was expensed for the year ended June 30, 2013, with $78,770 remaining as unreported stock compensation and will be reported over the remaining period of the agreement. |
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On August 17, 2012, the Company issued 6,244,286 three year warrants at an exercise price of $0.40 and exercisable immediately. The warrants are issued pursuant to terms of the unit offering to existing shareholders under shelf registration statement. |
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On September 14, 2012, the Company entered into an agreement for financial advisory services to be provided over a period of six months and requiring the issuance of 500,000 warrants exercisable at $0.40 per share with an exercise period of 5 years for investor relations services. The warrants are exercisable upon execution of the agreement and contain a ratchet provision to adjust the exercise price in certain circumstances. Using the Black-Scholes option pricing model, the initial fair market value for the warrants upon execution of the agreement was determined to be $116,650 with the following assumptions: (1) risk-free rate of interest of 0.72%, (2) expected life of 5 years, (3) expected stock price volatility of 77.99%, and (4) expected dividend yield of zero. Stock compensation of $116,650 has been expensed for the year ended June 30, 2013. |
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On January 15, 2013, the Company, in conjunction with the extension of convertible notes payable to three accredited investors, issued an aggregate of 562,500 warrants at an exercise price of $0.40. The warrants are vested on the issuance date and have lives from 1.77 years to 1.85 years. Using the Black-Scholes option pricing model, the fair market value of the warrants at the time of issuance was determined to be $66,543 with the following assumptions: (1) risk-free rate of interest of 0.23 or 0.24%, (2) expected life of 1.77 or 1.85 years, (3) expected stock price volatility of 73.11 or 74.39%, and (4) expected dividend yield of zero. The amount of $66,543 was allocated to the warrants at inception. |
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On January 23, 2014, the exercise prices for certain warrants were adjusted due to ratchet provisions contained in the agreements; 6,750,000 warrants were adjusted from an exercise price of $0.40 to $0.135 while 500,000 warrants were adjusted from an exercise price of $0.91 to $0.87. Additionally, both the exercise price and the number of warrants were adjusted on a third group as follows: 500,000 warrants were increased to 523,434 warrants with the exercise price adjusted from $0.40 to $0.38. |
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During the year ended June 30, 2014, a total of 141,510 warrants expired unexercised and 23,434 were issued. |
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See NOTE 19, SUBSEQUENT EVENTS, for information on Euro Pacific Capital, Inc. Agreement related disclosures. |
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Stock Options and the 2007 Equity Incentive Plan |
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At the Company’s Annual Meeting on July 24, 2007, the stockholders approved the 2007 Equity Incentive Plan ("2007 EIP"). The 2007 EIP became effective on July 25, 2007, and will terminate on July 24, 2017. A maximum of 8,000,000 shares of common stock are reserved for the grant of non-qualified stock options, incentive stock options, restricted stock awards and other stock awards under the 2007 EIP. The 2007 EIP replaces the Company’s 1989 Stock Option Plan, which terminated on April 30, 2007. |
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The purpose of the 2007 EIP is to provide the employees, non-employee directors, and consultants who are selected for participation in the 2007 EIP with added incentives to continue in the long-term service of the Company and to create in such persons a more direct interest in the future success of the Company’s operations by relating increases in compensation to increases in stockholder value, so that the income of the participants in the 2007 EIP is more closely aligned with the financial interests of the Company’s stockholders. The 2007 EIP is also intended to provide a financial incentive that will enable the Company to attract, retain and motivate the most qualified directors, employees, and consultants. |
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On December 3, 2008, the Company cancelled and re-issued several outstanding options to four employees. The new options grant each employee a five (5) year option to purchase 100,000 shares of common stock at an option exercise price of $0.60 per share, the closing price on the date of grant, and the options vested on June 30, 2009. Each option was valued at $30,101 using the Black-Scholes option pricing model. The options were valued using: (1) a volatility of 80%, (2) a risk free interest rate of 0.76%, (3) an expected life of 2.8 years and (4) and expected dividend yield of zero. The following describes the options that were cancelled: |
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• | On May 2, 2006, the Company granted a non-plan five (5) year option to purchase 50,000 shares of common stock to an employee, who is the son of the Company’s President and Chief Executive Officer at that time, in connection with an employment agreement. The option exercise price is $1.24 per share, the closing price on the date of grant and the options vested on the date of grant. The options were valued at $50,971 using the Black-Scholes option pricing model. On December 3, 2008, the options were cancelled and re-issued. The options were fully vested and amortized at the time of cancellation. | | | | | | | | | | | | | | | | | | | | | | | | | | |
• | On April 25, 2007, the Company granted non-plan a five (5) year option to purchase 50,000 shares of common stock to an employee, who is the son of the Company’s President and Chief Executive Officer at that time. The option exercise price is $0.74 per share, the closing price on the date of grant and the options vested on the date of grant. The options were valued at $30,505 using the Black-Scholes option pricing model and are expensed in the period granted. On December 3, 2008, the options were cancelled and re- issued. The options were fully vested and amortized at the time of cancellation. | | | | | | | | | | | | | | | | | | | | | | | | | | |
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• | On March 24, 2008, the Company granted a five (5) year option to purchase 100,000 shares of common stock to an employee. The option exercise price is $0.73 per share, the closing price on the date of grant, and the options have a vesting period of six months from the date of grant. The options were valued at $57,048 using the Black-Scholes option pricing model. On December 3, 2008 the options were cancelled and re- issued. The options were fully vested and amortized at the time of the cancellation. | | | | | | | | | | | | | | | | | | | | | | | | | | |
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• | On May 1, 2008, the Company granted a five (5) year option to purchase 100,000 shares of common stock to an employee. The option exercise price is $0.79 per share, the closing price on the date of grant. The options were valued at $61,724 using the Black-Scholes option pricing model. On December 3, 2008, the options were cancelled and re-issued. The options were fully vested and amortized at the time of the cancellation. | | | | | | | | | | | | | | | | | | | | | | | | | | |
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• | On July 22, 2008, the Company granted a five (5) year option to purchase 100,000 shares of common stock to an employee. The option exercise price is $0.83 per share, the closing price on the date of grant and the options have a vesting period of six months from the date of grant. The options were valued at $64,247 using the Black-Scholes option pricing model. The options were valued using the following assumptions: (1) volatility of 104%, (2) a risk free interest rate of 3.48%, (3) an expected life of 5.0 years and (4) and expected dividend yield of zero. On December 3, 2008, the options were cancelled and re- issued, with any further amortization of the options ceasing on that date. | | | | | | | | | | | | | | | | | | | | | | | | | | |
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On December 3, 2008, the Company granted a five year option to twenty-three employees and two board members to purchase 830,000 shares of common stock at an option exercise price of $0.60 per share, the closing price on the date of grant, and the options vested on June 30, 2009. The options were valued at $370,517 using the Black-Scholes option pricing model. The options were valued using the following assumptions: (1) a volatility of 80%, (2) a risk free interest rate of 0.76%, (3) an expected life of 2.8 years and (4) and expected dividend yield of zero. |
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On January 1, 2010, the Company issued 75,000 five year options with an exercise of $1.38, the market price on the date of the grant, to each of the two outside directors under the 2007 Equity Incentive Plan. The options have a vesting period of six months from the date of grant. The fair market value of the options at the time of issuance was determined to be $114,640 with the following assumptions: (1) risk-free rate of interest of 1.70%, (2) an expected life of 3.0 years, (3) expected stock price volatility of 85.14%, and (4) expected dividend yield of zero. |
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On May 1, 2010, the Company granted to an investor relations firm a three year option to purchase 125,000 shares of common stock at an option exercise price of $1.30 per share and a three year option to purchase 125,000 shares of common stock at an option exercise price of $1.70. Each of the option grants vest 50% on August 1, 2010, and 50% on November 1, 2010. The options were valued at $85,209 using the Black-Scholes option pricing model. The options were valued using the following assumptions: (1) a volatility of 71.55%, (2) a risk free interest rate of 1.56%, (3) an expected life of 3.0 years and (4) and expected dividend yield of zero. Stock-based compensation expense of $42,601 was recorded during the year ended June 30, 2011. The options expired unexercised during the year ending June 30, 2013. |
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On June 8, 2010, the Company granted a five year option to thirty-five employees and two board members to purchase 1,095,000 shares of common stock at an option exercise price of $0.86 per share, the closing price on the date of grant, and 1,055,000 options vested on December 31, 2010 and 40,000 options vested on June 30, 2011. The options were valued at $342,869 using the Black-Scholes option pricing model. The options were valued using the following assumptions: (1) a volatility of 55.2%, (2) a risk free interest rate of 1.11 to 1.16%, (3) an expected life of 2.78 to 2.88 years and (4) and expected dividend yield of zero. During the years ended June 30, 2011 and 2010 stock-based compensation expense of $304,936 and $37,933 was recorded, respectively. |
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On January 1, 2011, the Company granted 75,000 five year options at an exercise price of $1.21 per share to each of the two independent directors. The options have a six month vesting period from the date of grant. The options were valued at $62,071 using the Black-Scholes option pricing model. The options were valued using the following assumptions: (1) a risk free interest rate of 2.02%, (2) an expected life of 5.0 years, (3) expected stock price volatility of 79.05%, and (4) expected dividend yield of zero. During the year ended June 30, 2011 stock-based compensation of $62,071 was recorded. |
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On March 1, 2011, the Company granted 50,000 five year options at an exercise price of $0.88 per share to an employee. The options have a six month vesting period from the date of grant. The options were valued at $15,894 using the Black-Scholes option pricing model. The options were valued using the following assumptions: (1) a risk free interest rate of 2.11%, (2) an expected life of 5.0 years, (3) expected stock price volatility of 73.03%, and (4) expected dividend yield of zero. During the years ended June 30, 2012 and 2011 stock-based compensation of $5,298 and $10,596 was recorded was recorded, respectively. |
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On May 17, 2011, the Company granted a five year option to twenty-seven employees and two consultants to purchase 805,000 shares of common stock at an option exercise price of $1.01 per share, the closing price on the date of grant and the options vested on December 31, 2011. The options were valued at $298,311 using the Black-Scholes option pricing model. The options were valued using the following assumptions: (1) a volatility of 55.62%, (2) a risk free interest rate of 0.84%, (3) an expected life of 2.82 years and (4) expected dividend yield of zero. During the years ended June 30, 2012 and 2011 stock- based compensation of $239,692 and $58,619 was recorded, respectively. |
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On January 3, 2012, the Company granted 75,000 five year options at an exercise price of $0.95 per share to each of the two outside directors, the closing price on the date of grant and the options vested on June 30, 2012. The options were valued at $74,465 using the Black-Scholes option pricing model. The options were valued using the following assumptions: (1) a risk free interest rate of 0.37%, (2) expected life of 2.75 years, (3) stock price volatility of 85.2% and (4) expected dividend yield of zero. Stock-based compensation of $60,321 was recorded during the six months ended June 30, 2012. Unvested options to one director were cancelled and $14,144 of stock compensation was not recognized. |
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On January 9, 2012, the Company granted a five year option to five employees to purchase 350,000 shares of common stock at an option exercise price of $0.94 per share, the closing price on the date of grant and the options vested on June 30, 2012. The options were valued at $171,609 using the Black-Scholes option pricing model. The options were valued using the following assumptions: (1) a risk free interest rate of 0.35%, (2) expected life of 2.74 years, (3) stock price volatility of 85.21% and (4) expected dividend yield of zero. During the year ended June 30, 2012, stock-based compensation of $171,609 was recorded. |
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On March 12, 2012, the Company granted 250,000 five year options at an exercise price of $1.03 per share to an employee, the closing price on the date of grant and the options vested on September 12, 2012. The options were valued at $132,325 using the Black-Scholes option pricing model. The options were valued using the following assumptions: (1) a risk free interest rate of 0.44%, (2) expected life of 2.75 years, (3) expected stock price volatility of 83.39% and (4) expected dividend yield of zero. During the years ended June 30, 2013 and 2012 stock-based compensation of $52,498 and $79,827 was recorded, respectively. |
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On April 16, 2012, the Company granted 250,000 five year options at an exercise price of $1.00 per share to an investor relations firm. The options vested pro-rata over the six month term of the agreement. The options were valued at $21,467 using the Black-Scholes option pricing model. The options were valued using the following assumptions: (1) a risk free interest rate of 0.29% to 0.39%, (2) expected life of 2.75 years, (3) stock price volatility of 58.03% to 68.09% and (4) expected dividend yield of zero. During the years ended June 30, 2014 and 2013 stock-based compensation of $9,190 and $12,277 was recorded, respectively. |
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On August 20, 2012, the Company granted 100,000 five year options at an exercise price of $0.32 per share to a new outside director, the closing price on the date of grant. The options vested on August 20, 2013. The options were valued at $16,189 using the Black-Scholes option pricing model. The options were valued using the following assumptions: (1) a risk free interest rate of 0.38%, (2) expected life of 2.75 years, (3) stock price volatility of 82.01% and (4) expected dividend yield of zero. Stock-based compensation of $16,189 was recorded during the year June 30, 2013. |
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On August 20, 2012, the Company granted a five year option to four key employees to purchase 400,000 shares of common stock at an option exercise price of $0.32 per share, the closing price on the date of grant. The options vested on February 20, 2013. The options were valued at $64,755 using the Black-Scholes option pricing model. The options were valued using the following assumptions: (1) a risk free interest rate of 0.38%, (2) expected life of 2.75 years, (3) stock price volatility of 82.01% and (4) expected dividend yield of zero. Stock-based compensation of $64,755 was recorded during the year ended June 30, 2013. |
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On December 31, 2012, the Company granted five year options to two directors and various employees to purchase 510,000 shares of common stock at an option exercise price of $0.36 per share, the closing price on the date of grant. The options vested on June 30, 2013. The options were valued at $85,273 using the Black-Scholes option pricing model. The options were valued using the following significant assumptions: (1) a risk free interest rate of 0.33%, (2) expected life of 2.75 years, (3) stock price volatility of 74.30% and (4) expected dividend yield of zero. Stock-based compensation of $85,273 was expensed for the year ended June 30, 2013. |
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On December 31, 2012, the Company granted five year options to officers and various employees to purchase 525,000 shares of common stock at an option exercise price of $0.36 per share, the closing price on the date of grant. The options vested on January 1, 2014. The options were valued at $91,263 using the Black-Scholes option pricing model. The options were valued using the following significant assumptions: (1) a risk free interest rate of 0.36%, (2) expected life of 3.00 years, (3) stock price volatility of 74.30% and (4) expected dividend yield of zero. Stock-based compensation of $46,007 and $45,256 was expensed for the years ended June 30, 2014 and 2013, respectively. |
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On August 6, 2013, in connection with the appointment of three new directors, Company granted 200,000 five-year options to each new director at an exercise price of $0.14 per share. The options will vest on August 6, 2014. The options were valued at $44,558 using the Black-Scholes option pricing model. The options were valued using the following significant assumptions: (1) a risk-free interest rate of 0.62%, (2) expected life of 3.0 years, (3) stock price volatility of 82.66% and (4) expected dividend yield of zero. Stock-based compensation of $40,163 was expensed during the year ended June 30, 2014 and $4,395 will be reported over the remaining vesting period. |
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On October 15, 2013, the Company amended the expiration date of an aggregate of 4,000,000 outstanding common stock options. The options were originally scheduled to expire on October 15, 2013. The expiration date of the 4,000,000 options was extended to October 15, 2016. The incremental increase in the fair value of the options was determined to be $252,020 using the Black-Scholes option pricing model and was expensed as stock-based compensation during the year ended June 30, 2014. The options were valued using the following assumptions: (1) a risk-free interest rate of 0.16%, (2) expected life of 1.5 years, (3) stock price volatility of 79.28% and (4) expected dividend yield of zero. Stock-based compensation of $252,020 was expensed during the year ended June 30, 2014. |
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On January 2, 2014, the Company granted 100,000 five year options at an exercise price of $0.08 per share to each of the four outside directors, the closing price on the date of grant and the options vested on June 30, 2014. The options were valued at $20,537 using the Black-Scholes option pricing model. The options were valued using the following assumptions: (1) a risk free interest rate of 0.573%, (2) expected life of 2.5 years, (3) stock price volatility of 115.594% and (4) expected dividend yield of zero. Stock-based compensation of $20,537 was recorded during the year ended June 30, 2014. |
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Subsequent to year end the Company signed a Share Exchange with Canarc and in connection with the Share Exchange appointed of three new officers of the Company. The Company Board of Directors granted each of the three new officer’s stock options to purchase 2.5 million shares of the Company stock. See NOTE 19, SUBSEQUENT EVENTS for additional related disclosures. |
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Repriced Options |
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On December 31, 2012, the Company re-priced 2,325,000 options to a director, officers and various employees of the Company, to purchase shares of common stock at an option exercise price of $0.36 per share the closing price on the date of the reprice. The original options were fully vested and had exercise prices ranging from $1.38 to $0.55. The repriced options have a five year life from the date of the reprice and fully vested on December 31, 2012. The repriced options were valued at $206,131 using the Black-Scholes option pricing model. The options were valued using the following assumptions: (1) a risk free interest rate of 0.30%, (2) expected life of 2.5 years, (3) stock price volatility of 74.30% and (4) expected dividend yield of zero. Stock-based compensation of $206,131 was recorded during the year ended June 30, 2013. |
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On December 31, 2012, the Company repriced 675,000 options to three officers of the Company, to purchase shares common stock at an option exercise price of $0.36 per share the closing price on the date of the reprice. The original options were fully vested had exercise prices ranging from $1.01 to $0.60. The repriced options have a five year life from the date of the reprice and vested on June 30, 2013. The repriced options were valued at $40,420 using the Black-Scholes option pricing model. The options were valued using the following assumptions: (1) a risk free interest rate of 0.30%, (2) expected life of 2.5 years, (3) stock price volatility of 74.30% and (4) expected dividend yield of zero. Stock-based compensation of $40,420 was recorded for the year ended June 30, 2013. |
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During the year ended June 30, 2014, 1,045,000 options were cancelled or expired and 1,000,000 options were granted. |
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In addition to options under the 1989 Stock Option Plan and 2007 EIP, the Company previously issued non-plan options outside of these plans, exercisable over various terms up to a maximum of ten years. |
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Stock option and warrant activity, both within the 1989 Stock Option Plan and 2007 EIP and outside of these plans, for the years ended June 30, 2014 and 2013 are as follows: |
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| | Stock Options | | | Stock Warrants | | | | | | | | | | | | | | | | |
| | | | | Weighted | | | | | | Weighted | | | | | | | | | | | | | | | | |
| | | | | Average | | | | | | Average | | | | | | | | | | | | | | | | |
| | Number of | | | Exercise | | | Number of | | | Exercise | | | | | | | | | | | | | | | | |
| | Shares | | | Price | | | Shares | | | Price | | | | | | | | | | | | | | | | |
Outstanding at June 30, 2012 | | 8,140,000 | | $ | 0.53 | | | 14,729,107 | | $ | 0.9 | | | | | | | | | | | | | | | | |
Granted | | 1,535,000 | | $ | 0.35 | | | 11,960,028 | | $ | 0.4 | | | | | | | | | | | | | | | | |
Canceled | | (355,000 | ) | $ | 0.66 | | | - -- | | | - -- | | | | | | | | | | | | | | | | |
Expired | | (350,000 | ) | $ | 1.2 | | | (912,548 | ) | $ | 0.52 | | | | | | | | | | | | | | | | |
Exercised | | - -- | | | - -- | | | (375,000 | ) | $ | 0.3 | | | | | | | | | | | | | | | | |
Outstanding at June 30, 2013 | | 8,970,000 | | $ | 0.3 | | | 25,401,587 | | $ | 0.67 | | | | | | | | | | | | | | | | |
Granted | | 1,000,000 | | $ | 0.12 | | | 23,434 | | $ | 0.38 | | | | | | | | | | | | | | | | |
Canceled | | (695,000 | ) | $ | 0.36 | | | - -- | | | - -- | | | | | | | | | | | | | | | | |
Expired | | (350,000 | ) | $ | 1.24 | | | (141,510 | ) | $ | 1.06 | | | | | | | | | | | | | | | | |
Exercised | | - -- | | | - -- | | | - -- | | | - -- | | | | | | | | | | | | | | | | |
Outstanding at June 30, 2014 | | 8,925,000 | | $ | 0.24 | | | 25,283,511 | | $ | 0.62 | | | | | | | | | | | | | | | | |
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Stock options and warrants outstanding and exercisable at June 30, 2014, are as follows: |
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| | Outstanding and Exercisable Options | | | | | | | | | Outstanding and Exercisable Warrants | | | | |
| | | | | | | | Weighted | | | | | | | | | | | | | | | Weighted | | | | |
| | | | | | | | Average | | | | | | | | | | | | | | | Average | | | | |
| | | | | | | | Contractual | | | Weighted | | | | | | | | | | | | Contractual | | | Weighted | |
Exercise | | | | | | | | Remaining | | | Average | | | Exercise | | | | | | | | | Remaining | | | Average | |
Price | | Outstanding | | | Exercisable | | | Life | | | Exercise | | | Price | | | Outstanding | | | Exercisable | | | Life | | | Exercise | |
Range | | Number | | | Number | | | (in Years) | | | Price | | | Range | | | Number | | | Number | | | (in Years) | | | Price | |
$0.08 | | 400,000 | | | 400,000 | | | 4.54 | | $ | 0.08 | | $ | 0.135 | | | 6,750,000 | | | 6,750,000 | | | 0.5 | | $ | 0.135 | |
$0.11 | | 4,000,000 | | | 4,000,000 | | | 2.3 | | $ | 0.11 | | $ | 0.38 | | | 523,434 | | | 523,434 | | | 3.21 | | $ | 0.38 | |
$0.14 | | 600,000 | | | - -- | | | 4.1 | | $ | 0.14 | | $ | 0.4 | | | 11,306,786 | | | 11,306,786 | | | 2.98 | | $ | 0.4 | |
$0.32 | | 450,000 | | | 450,000 | | | 3.51 | | $ | 0.32 | | $ | 0.87 | | | 500,000 | | | 500,000 | | | 2.09 | | $ | 0.87 | |
$0.36 | | 3,225,000 | | | 3,225,000 | | | 3.51 | | $ | 0.36 | | $ | 1 | | | 600,000 | | | 600,000 | | | 2.36 | | $ | 1 | |
$1.00 | | 250,000 | | | 250,000 | | | 0.79 | | $ | 1 | | $ | 1.06 | | | 112,263 | | | 112,263 | | | 0.09 | | $ | 1.06 | |
| | - -- | | | - -- | | | | | | | | $ | 1.25 | | | 250,000 | | | 250,000 | | | 0.55 | | $ | 1.25 | |
| | - -- | | | - -- | | | | | | | | $ | 1.5 | | | 933,334 | | | 933,334 | | | 1.39 | | $ | 1.5 | |
| | - -- | | | - -- | | | | | | | | $ | 1.625 | | | 461,539 | | | 431,539 | | | 0.5 | | $ | 1.625 | |
¤ | | - -- | | | - -- | | | | | | | | $ | 1.7 | | | 3,846,155 | | | 3,846,155 | | | 0.56 | | $ | 1.7 | |
| | 8,925,000 | | | 8,325,000 | | | | | | | | | | | | 25,283,511 | | | 25,253,511 | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Outstanding Options | | | 2.97 | | $ | 0.24 | | | Outstanding Warrants | | | | | | 1.77 | | $ | 0.62 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Exercisable Options | | | 2.89 | | $ | 0.24 | | | Exercisable Warrants | | | | | | 1.77 | | $ | 0.62 | |
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As of June 30, 2014, the aggregate intrinsic value of all stock options and warrants vested and expected to vest was $-and the aggregate intrinsic value of currently exercisable stock options and warrants was $-The intrinsic value of each option or warrant share is the difference between the fair market value of the common stock and the exercise price of such option or warrant share to the extent it is "in-the-money". Aggregate intrinsic value represents the value that would have been received by the holders of in-the-money options had they exercised their options on the last trading day of the quarter and sold the underlying shares at the closing stock price on such day. The intrinsic value calculation is based on the $0.06 closing stock price of the common stock on June 30, 2014. The total number of in-the-money options and warrants vested and exercisable as of June 30, 2014 was - 0 -. |
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The total intrinsic value associated with options exercised during the year ended June 30, 2014 was $-Intrinsic value of exercised shares is the total value of such shares on the date of exercise less the cash received from the option or warrant holder to exercise the options. |
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The total fair value of options and warrants granted during the year ended June 30, 2014 was approximately $317,115. The total grant-date fair value of option and warrant shares vested during the year ended June 30, 2014 was approximately $36,726. |
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The Company adopted its 2007 EIP pursuant to which the Company reserved and registered 8,000,000 shares stock and option grants. As of June 30, 2014, there were 1,185,000 shares available for grant under the 2007 Plan, excluding the 4,675,000 options outstanding under the 2007 Plan. |
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See NOTE 19, SUBSEQUENT EVENTS, referencing additional related disclosures pursuant to the Share Exchange Agreement entered into by the Company and Carnac. |