Capital Transaction | 12 Months Ended |
Dec. 31, 2012 |
Capital Transaction [Abstract] | ' |
Capital Transaction: | ' |
(NOTE F) – Capital Transaction: |
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[1] Merger transaction: |
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In connection with and pursuant to the Merger and at the date thereof, the Company issued an aggregate of 457,999,480 shares of common stock to the former members of Pathfinder, LLC in consideration for, among other things, 100% of the membership interests in Pathfinder, LLC. |
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Because the former members of Pathfinder, LLC owned approximately 80% of the voting stock of the Company immediately after the transaction, Pathfinder, LLC is deemed to be the accounting “acquirer” and the transaction has been accounted for as a reverse acquisition by Pathfinder, LLC of the Company under the purchase method of accounting for business. Accordingly, the assets acquired and liabilities assumed were recorded as of the date of the Merger at their estimated fair values. The total consideration for the transaction was based on the fair market value of the outstanding common stock and outstanding options and warrants of the Company (formerly SyntheMed, Inc.) immediately prior to the Merger: |
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Fair value of SyntheMed , Inc.’ s common stock | | $ | 5,725,000 | | | | | | | | | | | | | | |
Estimated fair value of SyntheMed stock options and stock warrants assumed | | | 295,000 | | | | | | | | | | | | | | |
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Total Merger consideration | | $ | 6,020,000 | | | | | | | | | | | | | | |
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The fair value of SyntheMed, Inc.’s common stock used in determining the purchase price was $0.05 per share based on the price per share of the 2011 private placement that occurred immediately after the Merger. The fair value of SyntheMed, Inc.’s stock options and stock warrants was determined using the Black-Scholes option pricing model with the following assumptions: |
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| | September 2, | | | | | | | | | | | | | | |
| | 2011 | | | | | | | | | | | | | | |
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Underlying stock price | | $ | 0.05 | | | | | | | | | | | | | | |
Expected stock price volatility | | | 64.7% – 128.4 | % | | | | | | | | | | | | | |
Risk-free interest rates | | | 0.2 %– 3.15 | % | | | | | | | | | | | | | |
Weighted average expected life | | 2.78 years | | | | | | | | | | | | | | |
Expected dividend yield | | | 0 | | | | | | | | | | | | | | |
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Under the purchase method of accounting, the total purchase price is allocated to the acquired identifiable assets and liabilities assumed based on their estimated fair values as of the merger closing date. The excess of the purchase price over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. During the third quarter of fiscal 2011, the Company performed an impairment analysis for the goodwill generated by the 2011 Merger transaction and determined that the entire carrying amount was impaired by using a discounted cash flow method. As a result, the Company recorded an impairment charge of $8,127,000. |
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Below is a breakdown of the assets acquired and liabilities assumed in the Merger: |
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Asset Allocation | | Value | | | | | | | | | | | | | | |
Accounts receivables | | $ | 101,000 | | | | | | | | | | | | | | |
Inventory | | | 76,000 | | | | | | | | | | | | | | |
Other assets (A) | | | 37,000 | | | | | | | | | | | | | | |
Liabilities assumed (B) | | | (2,321,000 | ) | | | | | | | | | | | | | |
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Total identifiable net liabilities | | | (2,107,000 | ) | | | | | | | | | | | | | |
Goodwill | | | 8,127,000 | | | | | | | | | | | | | | |
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Total fair value of SyntheMed assets and liabilities | | $ | 6,020,000 | | | | | | | | | | | | | | |
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| (A) | Includes cash, prepaid expenses and fixed assets | | | | | | | | | | | | | | | |
| (B) | Includes $1,343,000 notes payable to Pathfinder LLC (see Note C) | | | | | | | | | | | | | | | |
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Acquisition costs incurred by the Company related to the Merger during the twelve months ended December 31, 2011 were approximately $800,000 and were expensed as incurred. |
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The below schedule presents pro forma revenues and net loss information of the Company as if the Merger had occurred on January 1, 2011, for the following period (in millions, except per share amounts): |
| | Year ended | | | | | | | | | | | | | | |
| | 31-Dec-11 | | | | | | | | | | | | | | |
(Unaudited) | | | | | | | | | | | | | |
Revenues | | $ | 0.2 | | | | | | | | | | | | | | |
Net Loss | | $ | (3.5 | )(a) | | | | | | | | | | | | | |
Basic and diluted net loss per common share | | $ | 0.01 | | | | | | | | | | | | | | |
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Weighted average shares outstanding | | | 662.2 | | | | | | | | | | | | | | |
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(a) Pro forma net loss excludes $8.1 million goodwill impairment charge, $0.8 million of Merger costs incurred in 2011 and $0.5 million net gain from reversal of allowance on note receivable, and includes a $0.6 million net loss related to the operations of the SyntheMed business. |
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[2] Private Placement: |
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On September 2, 2011, immediately after the Merger, the Company completed the initial closing of the Capital Raise, a private placement in which it sold an aggregate of 89,661,520 shares of common stock at a price of $0.05 per share, for gross proceeds of $4,483,000. Of the proceeds, $1,375,000 was paid in cash, and the balance was paid by conversion of Pathfinder, LLC debt held by investors in Pathfinder, LLC (see Note E[1]) as contemplated by the Merger Agreement. |
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Clubb Capital Limited, of which Mr. Joerg Gruber, the Company’s Chairman, is Chairman and a director, acted as placement agent for the placement and received a commission equal to 7% of the gross proceeds, a portion of which was paid in cash and a portion of which was payable by a short-term note. (See Note E[3]) In addition, Clubb Capital Limited or its designees were granted warrants to purchase up to 6,276,306 shares of the Company’s common stock (representing 7% of the number of shares sold in the closing), exercisable at $0.055 per share and expiring September 30, 2016. The shares were issued in reliance upon the exemption from registration set forth in Section 4(2) of the Act and/or Rule 506 of Regulation D and/or Regulation S. |
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The grant date fair value of the warrants issued to Clubb Capital Limited or its designees was $237,000, using the Black-Scholes pricing on September 2, 2011. The resulting charges did not have an impact on Capital Deficit. The assumptions utilized to determine the fair values are indicated in the following table: |
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| | Year Ended | | | | | | | | | | | | | | |
December 31, | | | | | | | | | | | | | |
| | 2011 | | | | | | | | | | | | | | |
Exercise price at date of grant | | | | | | | | | | | | | | | | |
for warrants granted during the period | | $ | 0.055 | | | | | | | | | | | | | | |
Dividend yield | | | 0 | % | | | | | | | | | | | | | |
Expected volatility | | | 105.3 | % | | | | | | | | | | | | | |
Risk free interest rate | | | 0.88 | % | | | | | | | | | | | | | |
Expected life | | 5 years | | | | | | | | | | | | | | |
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[3] Other capital transactions related to the Merger: |
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Under the license agreement with MGH, Pathfinder, LLC was obligated in the event that it was acquired or substantially all of its assets were sold, to pay to MGH an amount equal to 3% of the sale price received. The Merger qualified as an acquisition of Pathfinder, LLC for purposes of this provision. Pursuant to an understanding agreed prior to the Merger, the principal member of Pathfinder, LLC funded the obligation to MGH by accepting a reduction in the number of shares to which it otherwise was entitled in the Merger as a member of Pathfinder equal in amount to the number of shares owed to MGH and agreeing that those shares be issued instead to MGH. The Company recognized a non-cash charge in General and Administrative expense at the time of the Merger in the amount of $687,000, representing the fair market value of the shares so acquired by MGH. |
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[4] Shareholder Right Plan: |
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Effective immediately prior to the Merger, the Rights Agreement dated as of May 20, 2008 between SyntheMed and American Stock Transfer & Trust Company, as amended as of December 22, 2010, expired by its terms. Accordingly, all preferred share purchase rights applicable under the Rights Agreement to the Company’s outstanding common stock have similarly expired. |
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[5] Warrants: |
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As of December 31, 2012, the following warrants were outstanding to purchase up to 15,906,306 shares of the Company’s Common Stock: |
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| 9,630,000 | | exercisable at $0.20 per share which expire on September 30, 2013 | | | | | | | | | | | | | | |
| 6,276,306 | | exercisable at $0.055 per share which expire on September 30, 2016 | | | | | | | | | | | | | | |
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| 15,906,306 | | | | | | | | | | | | | | | | |
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[6] Options: |
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As a result of the Merger each option to purchase membership interests of Pathfinder, LLC outstanding immediately prior to the Merger was assumed by the Company and converted into an option to purchase Company common stock, the number of underlying shares and exercise price per share being adjusted to reflect the Merger exchange ratio. The options were converted into options to purchase an aggregate of 14,061,000 shares with an exercise price of $0.05 per share. |
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Additionally, in connection with and as contemplated by the Merger, the Company increased the number of shares authorized for issuance under its 2006 Stock Option Plan to 25,000,000. |
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At December 31, 2012, the Company has one stock-based compensation plan, the 2006 Stock Option Plan, under which the Company is authorized to issue incentive stock options and non-qualified stock options to purchase up to an aggregate of 25,000,000 shares of common stock. At December 31, 2012, options to purchase 19,969,000 shares of common stock were outstanding pursuant to the 2006 plan, including 14,061,000 options that converted with the Merger, and there were 5,031,000 options available under this plan. The exercise price is determined by the Compensation Committee of the Board of Directors at the time of the granting of an option. Options vest over a period not greater than five years, and expire no later than ten years from the date of grant. |
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Additionally at December 31, 2012, options to purchase 63,000 shares of Common Stock were outstanding pursuant to the 2000 Plan, options to purchase 718,000 shares of Common Stock were outstanding pursuant to the 2001 Plan and options to purchase 200,000 shares of Common Stock issued outside of the plans are outstanding pursuant to other agreements. These options vest over various periods and expire no later than ten years from the date of grant. Some of the outstanding options are subject to performance-based vesting. |
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A summary of the status of the Company’s stock options as of December 31, 2012 and 2011, and changes during the years ended on those dates is presented below: |
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| | | | | Weighted Average Exercise Price | | | Weighted Average Remaining Contractual Term | | | | | |
| Aggregate Intrinsic Value | |
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Shares | | |
(In Thousands) | | |
Number of shares under option plans: | | | | | | | | | | | | | |
Outstanding at January 1, 2011 | | | 14,061 | | | $ | 0.05 | | | 4.0 Years | | | | | |
Assumed at Merger consummation | | | 8,765 | | | | 0.42 | | | 2.5 Years | | | | | |
Granted | | | 1,000 | | | | 0.05 | | | 9.7 Years | | | | | |
Number of shares under option plans: | | | | | | | | | | | | | | | |
Outstanding at December 31, 2011 | | | 23,826 | | | $ | 0.19 | | | 3.6 Years | | | $ | 0 | | |
Cancelled, expired or forfeited | | | 2,876 | | | | 0.53 | | | | | | | | | |
Granted | | | - | | | | - | | | | - | | | | | | |
Outstanding at December 31, 2012 | | | 20,950 | | | $ | 0.14 | | | 3.3 Years | | | $ | 0 | | |
Exercisable at December 31, 2012 | | | 20,350 | | | $ | 0.14 | | | 3.1 Years | | | | | | |
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Expected to vest after December 31, 2012 | | | 20,850 | | | $ | 0.14 | | | | | | $ | 0 | | |
3.3 Years | |
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As of December 31, 2012, there was approximately $7,000 of unrecognized stock compensation related to unvested awards (net of estimated forfeitures) expected to be recognized over the next 21 months. |
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The Company granted 1,000,000 options during the year ended December 31, 2011 of which 250,000 vested immediately. For the year ended December 31, 2011, the Company recorded a charge of $14,000 in general and administrative expense for the fair value of these options. On the Merger date, the Company also has recorded a charge of $513,000 in general and administrative expense for the fair value of the options issued in 2010 by Pathfinder LLC, as these options vested upon the consummation of the Merger. There were no options granted during the year ended December 31, 2012. |
The Company has recorded a charge of $12,000 in general and administrative expense for the year ended December 31 2012 for the pro-rata share of the fair value of the unvested options granted during September 2011 that vest through September 2014. |
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At December 31, 2012, the Company had 100,000 options outstanding which vest upon the achievement of certain performance criteria. These options have a term of 10 years from date of grant and an exercise price of $0.80. |
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The Company uses the Black-Scholes option pricing model to determine the weighted average fair value of options. The fair value of options at date of grant and the assumptions utilized to determine such values are indicated in the following table: |
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| | Year Ended | | | | | | | | | | | | | | |
31-Dec-11 | | | | | | | | | | | | | |
Underlying stock price at date of grant | | $ | 0.05 | | | | | | | | | | | | | | |
Dividend yield | | | 0 | % | | | | | | | | | | | | | |
Expected volatility | | | 96.7%-105.3 | % | | | | | | | | | | | | | |
Risk free interest rate | | | 0.88%- 2.08. | % | | | | | | | | | | | | | |
Expected life | | 10 years | | | | | | | | | | | | | | |
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The following table summarizes information for stock options outstanding at December 31, 2012 (in thousands, except per share data): |
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| | Options Outstanding | | | Options Exercisable | |
| | | | Weighted-Average | | Weighted-Average | | | | | | Weighted-Average | |
Range | | Number | | Remaining | | Exercise Price | | | Number | | | Exercise Price | |
Exercise Prices | | Outstanding | | Contractual Life | | Per Share | | | Exercisable | | | Per Share | |
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$0.05 - 0.13 | | | 18,020 | | 3.0 years | | $ | 0.05 | | | | 17,520 | | | $ | 0.05 | |
0.30 – 0.85 | | | 2,780 | | 4.0 years | | | 0.64 | | | | 2,680 | | | | 0.63 | |
1.16 | | | 150 | | 3.7 years | | | 1.16 | | | | 150 | | | | 1.16 | |
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| | | 20,950 | | 3.3 years | | $ | 0.14 | | | | 20,350 | | | $ | 0.14 | |