Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 11, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | GUIDED THERAPEUTICS INC | |
Entity Central Index Key | 924,515 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
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 | 153,919,886 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 22 | $ 35 |
Accounts receivable, net of allowance for doubtful accounts of $78 and $95 at June 30, 2016 and December 31, 2015, respectively | 289 | 190 |
Inventory, net of reserves of $140 and $118, at June 30, 2016 and December 31, 2015, respectively | 1,238 | 1,119 |
Prepaid expenses and deposits | 502 | 780 |
Total current assets | 2,051 | 2,124 |
Property and equipment, net | 217 | 318 |
Other assets | 45 | 121 |
Total noncurrent assets | 262 | 439 |
TOTAL ASSETS | 2,313 | 2,563 |
CURRENT LIABILITIES: | ||
Short-term notes payable, including related parties | 532 | 752 |
Note payable in default, including related parties | 596 | 133 |
Convertible note – current portion | 1,830 | 0 |
Short-term convertible notes payable, net | 602 | 686 |
Accounts payable | 2,208 | 1,824 |
Accrued liabilities | 2,149 | 1,907 |
Deferred revenue | 41 | 217 |
Total current liabilities | 7,958 | 5,519 |
LONG-TERM LIABILITIES: | ||
Warrants, at fair value | 1,491 | 2,606 |
Long-term convertible notes payable, net | 0 | |
TOTAL LIABILITIES | 9,449 | 8,125 |
STOCKHOLDERS' EQUITY : | ||
Series C convertible preferred stock, $.001 par value; 9.0 shares authorized, 5.0 and 5.6 shares issued and outstanding as of March 31, 2016 and December 31, 2015, (Liquidation preference of $4,966 and $5,555 at March 31, 2016 and December 31, 2015) | 801 | 2,052 |
Series C1 convertible preferred stock, $.001 par value; 20.3 shares authorized, 4.3 shares issued and outstanding as of June 30, 2016 (Liquidation preference of $4,312 at June 30, 2016) | 701 | 0 |
Common stock, $.001 Par value; 1,000,000 shares authorized, 5,322 and 2,371 shares issued and outstanding as of March, 31 2016 and December 31, 2015 | 376 | 236 |
Additional paid-in capital | 116,192 | 114,845 |
Treasury stock, at cost | (132) | (132) |
Accumulated deficit | (125,074) | (122,563) |
TOTAL STOCKHOLDERS' DEFICIT | (7,136) | (5,562) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 2,313 | $ 2,563 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Accounts receivable, net of allowance | $ 78 | $ 95 |
Inventory, net of reserves | $ 140 | $ 118 |
STOCKHOLDERS' EQUITY : | ||
Series C convertible preferred stock par value | $ .001 | $ .001 |
Series C convertible preferred stock shares authorized | 9 | 9 |
Series C convertible preferred stock, Issued | 2.1 | 5.6 |
Series C convertible preferred stock, Outstanding | 2.1 | 5.6 |
Series C convertible preferred stock, Liquidation preference | $ 5,555 | $ 5,555 |
Series C1 convertible preferred stock par value | $ .001 | |
Series C1 convertible preferred stock shares authorized | 20.3 | |
Series C1 convertible preferred stock, Issued | 4.3 | |
Series C1 convertible preferred stock, Outstanding | 4.3 | |
Series C1 convertible preferred stock, Liquidation preference | $ 4,312 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, Authorized | 1,000,000 | 1,000,000 |
Common stock, Issued | 84,952 | 2,371 |
Common stock, outstanding | 84,952 | 2,371 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
REVENUE: | ||||
Sales - devices and disposables | $ 129 | $ 103 | $ 391 | $ 229 |
Cost of goods sold | 33 | 207 | 101 | 314 |
Gross profit (loss) | 96 | (104) | 290 | (85) |
COSTS AND EXPENSES: | ||||
Research and development | 148 | 305 | 438 | 677 |
Sales and marketing | 86 | 183 | 203 | 355 |
General and administrative | 760 | 1,019 | 1,677 | 1,982 |
Total operating expenses | 994 | 1,507 | 2,318 | 3,014 |
Operating loss | (898) | (1,601) | (2,028) | (3,074) |
Other income | 21 | 284 | 44 | 290 |
Interest expense | (1,213) | (323) | (1,371) | (815) |
Changes in fair value of warrants | 211 | (66) | 1,606 | 648 |
Total other income | (981) | (105) | 279 | 123 |
INCOME (LOSS) FROM OPERATIONS | (1,879) | (1,706) | (1,749) | (2,951) |
PROVISION FOR INCOME TAXES | 0 | 0 | 0 | 0 |
NET LOSS | (1,879) | (1,706) | (1,749) | (2,951) |
PREFERRED STOCK DIVIDENDS | (292) | (1,295) | (762) | (1,326) |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (2,171) | $ (3,001) | $ (2,511) | $ (4,277) |
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS, BASIC | $ (0.07) | $ (0.03) | $ (0.14) | $ (0.04) |
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS, DILUTED | $ (0.07) | $ (0.03) | $ (0.14) | $ (0.04) |
WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC | 32,666 | 107,256 | 17,875 | 102,326 |
WEIGHTED AVERAGE SHARES OUTSTANDING, DILUTED | 32,666 | 107,256 | 17,875 | 102,326 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (1,749) | $ (2,951) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Bad debt expense | 20 | 0 |
Depreciation | 102 | 144 |
Amortization | 816 | 543 |
Stock based compensation | 53 | 529 |
Change in fair value of warrants | (1,606) | (648) |
Changes in operating assets and liabilities: | ||
Inventory | (120) | 194 |
Accounts receivable | (119) | 56 |
Other current assets | 280 | 73 |
Other assets | 27 | 10 |
Accounts payable | 384 | 231 |
Deferred revenue | (176) | 12 |
Accrued liabilities | 549 | 613 |
Total adjustments | 210 | 1,757 |
Net cash used in operating activities | (1,539) | (1,194) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from issuance of preferred stock and warrants | 0 | 2,033 |
Net proceeds from issuance of common stock and warrants, net | 0 | 720 |
Proceeds from debt financing, net of discounts and debt issuance costs | 1,618 | 203 |
Payments on notes payable | (92) | (91) |
Proceeds from options and warrants exercised | 0 | 141 |
Net cash provided by financing activities | 1,526 | 3,006 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (13) | 1,812 |
CASH AND CASH EQUIVALENTS, beginning of year | 35 | 162 |
CASH AND CASH EQUIVALENTS, end of period | 22 | 1,974 |
SUPPLEMENTAL SCHEDULE OF: | ||
Cash paid for Interest | 1 | 56 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Deemed dividend on beneficial conversion feature of Series C preferred stock | 0 | 148 |
Deemed dividend on price changes for Series B preferred stock warrants | 0 | 72 |
Issuance of common stock as debt repayment | 225 | 833 |
Dividends on preferred stock | 762 | 64 |
Deemed dividend on December 2014 public offering warrants | 0 | 1,042 |
Term changes on Series B preferred stock and December 2014 public offering warrants resulting in transfer to equity | $ 0 | $ 1,412 |
1. BASIS OF PRESENTATION
1. BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
1. BASIS OF PRESENTATION | The accompanying unaudited condensed consolidated financial statements included herein have been prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP) for interim financial reporting and with the instructions to Form 10-Q and Article 10 of Regulation S-X by Guided Therapeutics, Inc. (formerly SpectRx, Inc.), together with its wholly owned subsidiary InterScan, Inc., (Interscan) (formerly Guided Therapeutics, Inc.), collectively referred to herein as the Company. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. These statements reflect adjustments, all of which are of a normal, recurring nature, and which are, in the opinion of management, necessary to present fairly the Companys financial position as of June 30, 2016, results of operations for the three and six months ended June 30, 2016 and 2015, and cash flows for the six months ended June 30, 2016 and 2015. The results of operations for the three and six months ended June 30, 2016 are not necessarily indicative of the results for a full fiscal year. Preparing financial statements requires the Companys management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Companys annual report on Form 10-K for the year ended December 31, 2015. On February 24, 2016, the Company implemented a 1:100 reverse stock split of its issued and outstanding common stock. The reverse stock split decreased the Companys issued and outstanding shares of common stock from 237,101,702 shares of Common Stock to 2,371,007 shares as of that date. See Note 4, Stockholders Deficit. Unless otherwise specified, all per share amounts are reported on a post-stock split basis, as of June 30, 2016. The Company's prospects must be considered in light of the substantial risks, expenses and difficulties encountered by entrants into the medical device industry. This industry is characterized by an increasing number of participants, intense competition and a high failure rate. The Company has experienced net losses since its inception and, as of June 30, 2016, it had an accumulated deficit of approximately $125.1 million. Through June 30, 2016, the Company has devoted substantial resources to research and development efforts. The Company does not have significant experience in manufacturing, marketing or selling its products. The Company's development efforts may not result in commercially viable products and it may not be successful in introducing its products. Moreover, required regulatory clearances or approvals may not be obtained. The Company's products may not ever gain market acceptance and the Company may not ever achieve levels of revenue to sustain further development costs and support ongoing operations or achieve profitability. The development and commercialization of the Company's products will require substantial development, regulatory, sales and marketing, manufacturing and other expenditures. The Company expects operating losses to continue through the foreseeable future as it continues to expend substantial resources to complete development of its products, obtain regulatory clearances or approvals and conduct further research and development. Going Concern The Companys consolidated financial statements have been prepared and presented on a basis assuming it will continue as a going concern. The factors below raise substantial doubt about the Companys ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary from the outcome of this uncertainty. If the Company is unable to continue operations, it may have to the extent practicable, liquidate and/or file for bankruptcy protection. Liquidity At June 30, 2016, the Company had a working capital deficit of approximately $5.9 million and the stockholders deficit was approximately $7.1 million, primarily due to recurring net losses from operations and dividends on preferred stock, offset by proceeds from the exercise of options and warrants and proceeds from the sales of stock. The Companys plans with respect to its liquidity management include the following: The Company has curtailed operations and reduced discretionary spending and staffing levels. The Company is only pursuing activities where it has financial support. However, there can be no assurance that such external financial support will be sufficient to maintain even limited operations. The Company is seeking additional capital in the private and/or public equity markets to continue operations and build sales, marketing, and distribution. The Company is currently evaluating additional equity and debt financing opportunities and may execute them when appropriate. However, there can be no assurances that the Company can consummate such a transaction, or consummate a transaction at favorable pricing. The Company is seeking additional sources of cash flow with strategic businesses. The Company had warrants exercisable for approximately 369 million shares of its common stock outstanding at June 30, 2016, with exercise prices of $0.0042 to $105.00 per share. Exercises of these warrants would generate a total of approximately $6.3 million in cash, assuming full exercise, although the Company cannot be assured that holders will exercise any warrants |
2. SIGNIFICANT ACCOUNTING POLIC
2. SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
2. SIGNIFICANT ACCOUNTING POLICIES | The Companys significant accounting policies were set forth in the audited financial statements and notes thereto for the year ended December 31, 2015 included in its annual report on Form 10-K, filed with the Securities and Exchange Commission (SEC). Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant areas where estimates are used include the allowance for doubtful accounts, inventory valuation and input variables for Black-Scholes, Monte Carlo simulations and binomial calculations. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Guided Therapeutics, Inc. and its wholly owned subsidiary. Accounting Standard Updates In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, or ASU 2015-03. ASU 2015-03 amends current presentation guidance by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Prior to the issuance of ASU 2015-03 debt issuance costs were required to be presented as an asset in the balance sheet. On January 1, 2016, the Company adopted the provisions of ASU 2015-03 and prior period amounts have been reclassified to conform to the current period presentation Accounts Receivable The Company performs periodic credit evaluations of its customers financial conditions and generally does not require collateral. The Company reviews all outstanding accounts receivable for collectability on a quarterly basis. An allowance for doubtful accounts is recorded for any amounts deemed uncollectable. The Company does not accrue interest receivable on past due accounts receivable. Revenue Recognition Revenue from the sale of the Companys products is recognized upon shipment of such products to its customers. The Company recognizes revenue from contracts on a straight line basis, over the terms of the contract. The Company recognizes revenue from grants based on the grant agreement, at the time the expenses are incurred. During the three and six months ended June 30, 2016, the majority of the Companys revenues were from two customers. Revenue from these customers totaled approximately $283,000 or 72% for the period ended June 30, 2016. Accounts receivable due from those customers represents 79% of total receivables at June 30, 2016. Deferred Revenue The Company defers payments received as revenue until earned based on the related contracts on a straight line basis, over the terms of the contract. Inventory Valuation All inventories are stated at lower of cost or market, with cost determined substantially on a first-in, first-out basis. Selling, general, and administrative expenses are not inventoried, but are charged to expense when purchased. At June 30, 2016 and December 31, 2015, our inventories were as follows (in thousands): June 30, December 31, 2016 2015 Raw materials $ 861 $ 686 Work in process 285 186 Finished goods 232 365 Inventory reserve (140 ) (118 ) Total $ 1,238 $ 1,119 Property and Equipment Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over estimated useful lives of three to seven years. Leasehold improvements are depreciated at the shorter of the useful life of the asset or the remaining lease term. Depreciation expense is included in general and administrative expense on the statement of operations. Expenditures for repairs and maintenance are expensed as incurred. Property and equipment are summarized as follows at June 30, 2016 and December 31, 2015 (in thousands): June 30, December 31, 2016 2015 Equipment $ 1,378 $ 1,377 Software 740 740 Furniture and fixtures 124 124 Leasehold improvement 199 199 2,441 2,440 Less: accumulated depreciation (2,224 ) (2,122 ) Total $ 217 $ 318 Prepaid Expenses and Deposits Prepaid expenses and deposits are summarized as follows (in thousands): June 30, 2016 December 31, 2015 Prepaid expenses $ 22 $ 26 Prepaid insurance 181 108 Prepaid investor relations 275 Deposits - equipment 297 368 Deposits - other 2 3 Total $ 502 $ 780 Accrued Liabilities Accrued liabilities are summarized as follows (in thousands): June 30, 2016 December 31, 2015 Accrued compensation $ 1,245 $ 1,235 Accrued professional fees 73 154 Deferred rent 26 36 Accrued warranty 65 82 Accrued vacation 193 177 Accrued interest 68 Accrued dividends 263 167 Other accrued expenses 216 56 Total $ 2,149 $ 1,907 Research and Development Research and development expenses consist of expenditures for research conducted by the Company and payments made under contracts with consultants or other outside parties and costs associated with internal and contracted clinical trials. All research and development costs are expensed as incurred. Income Taxes The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Management provides valuation allowances against the deferred tax assets for amounts that are not considered more likely than not to be realized. The Company is current with its federal and applicable state tax returns filings. Although we have been experiencing recurring losses, we are obligated to file tax returns for compliance with Internal Revenue Service (IRS) regulations and that of applicable state jurisdictions. At December 31, 2015, the Company has approximately $28.0 million of net operating loss eligible to be carried forward for tax purposes at federal and applicable states level. A full valuation allowance has been recorded related the deferred tax assets generated from the net operating losses. None of the Companys federal or state income tax returns are currently under examination by the IRS or state authorities. Uncertain Tax Positions Effective January 1, 2007 the Company adopted ASC guidance regarding accounting for uncertainty in income taxes. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the financial statements and applies to all income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. At June 30, 2016 and December 31, 2015 there were no uncertain tax positions. Warrants The Company has issued warrants, which allow the warrant holder to purchase one share of stock at a specified price for a specified period of time. The Company records equity instruments including warrants issued to non-employees based on the fair value at the date of issue. The fair value of warrants classified as equity instruments at the date of issuance is estimated using the Black-Scholes Model. The fair value of warrants classified as liabilities at the date of issuance is estimated using the Monte Carlo Simulation or Binomial model. Stock Based Compensation The Company records compensation expense related to options granted to non-employees based on the fair value of the award. Compensation cost is recorded as earned for all unvested stock options outstanding at the beginning of the first year based upon the grant date fair value estimates, and for compensation cost for all share-based payments granted or modified subsequently based on fair value estimates. For the six months ended June 30, 2016 and 2015 share-based compensation for options attributable to employees, officers and Board members were approximately $53,000 and $529,000. These amounts have been included in the Companys statements of operations. Compensation costs for stock options which vest over time are recognized over the vesting period. As of June 30, 2016, the Company had approximately $150,000 of unrecognized compensation costs related to granted stock options that will be recognized over the remaining vesting period of approximately three years. |
3. FAIR VALUE OF FINANCIAL INST
3. FAIR VALUE OF FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2016 | |
Investments, All Other Investments [Abstract] | |
3. FAIR VALUE OF FINANCIAL INSTRUMENTS | The guidance for fair value measurements, ASC820, Fair Value Measurements and Disclosures · Level 1 Quoted market prices in active markets for identical assets and liabilities; · Level 2 Inputs, other than level 1 inputs, either directly or indirectly observable; and · Level 3 Unobservable inputs developed using internal estimates and assumptions (there is little or no market date) which reflect those that market participants would use. The Company records its derivative activities at fair value, which consisted of warrants as of June 30, 2016. The fair value of the warrants was estimated using the Binomial Simulation model. Gains and losses from derivative contracts are included in net gain (loss) from derivative contracts in the statement of operations. The fair value of the Companys derivative warrants is classified as a Level 3 measurement, since unobservable inputs are used in the valuation. The following table presents the fair value for those liabilities measured on a recurring basis as of June 30, 2016 and December 31, 2015: FAIR VALUE MEASUREMENTS (In Thousands) The following is summary of items that the Company measures at fair value on a recurring basis: Fair Value at June 30, 2016 Level 1 Level 2 Level 3 Total Warrants issued in connection with the issuance of Series C preferred stock $ - $ - $ (1 ) $ (1 ) Warrants issued in connection with Senior Secured Debt - - (1,376 ) (1,376 ) Warrants to be issued in connection with distributor debt - - (114 ) (114 ) Total long-term liabilities at fair value $ - $ - $ (1,491 ) $ (1,491 ) Fair Value at December 31, 2015 Level 1 Level 2 Level 3 Total Warrants issued in connection with the issuance of Series C preferred stock $ $ $ (1,145 ) $ (1,145 ) Warrants issued in connection with the issuance of Series B preferred stock (1,461 ) (1,461 ) Total long-term liabilities at fair value $ $ $ (2,606 ) $ (2,606 ) The following is a summary of changes to Level 3 instruments during the six months ended June 30, 2016: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Series C Warrants Series B Warrants Senior Secured Debt Distributor Debt Total Balance, December 31, 2015 $ (1,145 ) $ (1,461 ) $ $ $ (2,606 ) Warrants issued during the period (377 ) (114 ) (491 ) Change in fair value during the period 1,144 1,461 (999 ) 1,606 Balance, June 30, 2016 $ (1 ) $ $ (1,376 ) $ (114 ) $ (1,491 ) As of June 30, 2016, the fair value of warrants was approximately $1.5 million. A net change of approximately $1.6 million has been recorded to the accompanying statement of operations for the six months ended. |
4. STOCKHOLDERS' DEFICIT
4. STOCKHOLDERS' DEFICIT | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
4. STOCKHOLDERS' DEFICIT | Common Stock The Company has authorized 1,000,000,000 shares of common stock with $0.001 par value, of which 84,952,126 were issued and outstanding as of June 30, 2016. For the year ended December 31, 2015, there were 1,000,000,000 authorized shares of common stock, of which 2,371,017 were issued and outstanding. On February 24, 2016, the Company implemented a 1:100 reverse stock split of all of its issued and outstanding common stock. As a result of the reverse stock split, every 100 shares of issued and outstanding common stock of the Company were converted into 1 share. All fractional shares created by the reverse stock split were rounded to the nearest whole share. The number of the authorized shares did not change. For the six months ended June 30, 2016, the Company issued 82,581,109 shares of common stock as listed below: Series C Preferred Stock Conversions 29,805,879 Series C Preferred Stock Dividends 20,808,541 Common Stock Issued as Payment for Accrued Dividends 30,745 Convertible Debt Conversions 5,226,903 Series C Exchanges 18,396,800 Series B Tranche B Warrants Exchanges 8,312,241 Total 82,581,109 Preferred Stock The Company has authorized 5,000,000 shares of preferred stock with a $.001 par value. The board of directors has the authority to issue these shares and to set dividends, voting and conversion rights, redemption provisions, liquidation preferences, and other rights and restrictions. The board of directors designated 525,000 shares of preferred stock redeemable convertible preferred stock, none of which remain outstanding, 3,000 shares of preferred stock as Series B Preferred Stock, none of which remained outstanding, 9,000 shares of preferred stock as Series C Convertible Preferred Stock, of which 2,188 and 5,555 were issued and outstanding at June 30, 2016 and December 31, 2015, respectively, and 20,250 shares of Series C1 Convertible Preferred Stock, of which 4,312 and none were issued and outstanding at June 30, 2016 and December 31, 2015, respectively. Series C Convertible Preferred Stock On June 29, 2015, the Company entered into a securities purchase agreement with certain accredited investors for the issuance and sale of an aggregate of 6,737 shares of Series C convertible preferred stock, at a purchase price of $750 per share and a stated value of $1,000 per share. On September 3, 2015 the Company entered into an interim agreement amending the securities purchase agreement to provide for certain of the investors to purchase an additional aggregate of 1,166 shares. Total cash and non-cash expenses were valued at $853,000, resulting in net proceeds of $3,698,000. Pursuant to the Series C certificate of designations, shares of Series C preferred stock are convertible into common stock by their holder at any time, and may be mandatorily convertible upon the achievement of specified average trading prices for the Companys common stock. At June 30, 2016, there were 2,188 shares outstanding with a conversion price of $0.017824 per share, such that each share of Series C preferred stock would convert into approximately 122,755,835 shares of the Companys common stock, subject to customary adjustments, including for any accrued but unpaid dividends and pursuant to certain anti-dilution provisions, as set forth in the Series C certificate of designations. The conversion price will automatically adjust downward to 80% of the then-current market price of the Companys common stock 15 trading days after any reverse stock split of the Companys common stock, and 5 trading days after any conversions of the Companys outstanding convertible debt. Holders of the Series C preferred stock are entitled to quarterly cumulative dividends at an annual rate of 12.0% until 42 months after the original issuance date (the Dividend End Date), payable in cash or, subject to certain conditions, the Companys common stock. In addition, upon conversion of the Series C Preferred Stock prior to the Dividend End Date, the Company will also pay to the converting holder a make-whole payment equal to the amount of unpaid dividends through the Dividend End Date on the converted shares. The Series C preferred stock generally has no voting rights except as required by Delaware law. Upon the Companys liquidation or sale to or merger with another corporation, each share will be entitled to a liquidation preference of $1,000, plus any accrued but unpaid dividends. In addition, the purchasers of the Series C preferred stock received, on a pro rata basis, warrants exercisable to purchase an aggregate of approximately 120,000 shares of Companys common stock. The warrants contain anti-dilution adjustments in the event that the Company issues shares of common stock, or securities exercisable or convertible into shares of common stock, at prices below the exercise price of such warrants. As a result of the anti-dilution protection, the Company is required to account for the warrants as a liability recorded at fair value each reporting period. At June 30, 2016, the exercise price per share was $0.017824. On May 23, 2016, an investor canceled warrants exercisable into 722,211 common stock shares that were received in connection with the 2015 Series C financing. The same investor also transferred warrants exercisable for 120,000 common stock shares to two investors who also had participated in the 2015 Series C financing. Series C1 Convertible Preferred Stock Between April 27, 2016 and May 3, 2016, the Company entered into various agreements with certain holders of Series C preferred stock, including John Imhoff, the chairman of the Companys board of directors, pursuant to which those holders separately agreed to exchange each share of Series C preferred stock held for 2.25 shares of the Companys newly created Series C1 preferred stock and 9,600 shares of the Companys common stock (the Series C Exchanges). In connection with the Series C Exchanges, each holder also agreed to roll over the $1,000 stated value per share of the holders shares of Series C1 preferred stock into the next qualifying financing undertaken by the Company on a dollar-for-dollar basis and, except in the event of an additional $50,000 cash investment in the Company by the holder, to execute a customary lockup agreement in connection with the financing. In total, for 1,916 shares of Series C preferred stock surrendered, the Company issued 4,312 shares of Series C1 preferred stock and 18,396,800 shares of common stock. At June 30, 2016, there were 4,312 shares outstanding with a conversion price of $0.017824 per share, such that each share of Series C preferred stock would convert into approximately 241,949,057 shares of the Companys common stock. The Series C1 preferred stock has terms that are substantially the same as the Series C preferred stock, except that the Series C1 preferred stock does not pay dividends (unless and to the extent declared on the common stock) or at-the-market make-whole payments. Warrants The following table summarizes transactions involving the Companys outstanding warrants to purchase common stock for the quarter ended June 30, 2016: Warrants (Underlying Shares) Outstanding, January 1, 2016 2,802,384 Issuances 375,015,896 To be issued 13,791,518 Canceled / Expired (8,865,621 ) Exercised - Outstanding, June 30, 2016 382,744,177 The Company had the following shares reserved for the warrants as of June 30, 2016: Warrants (Underlying Shares) Exercise Price Expiration Date 2,852 (1) $105.00 per share November 20, 2016 18,581 (2) $10.46 per share May 23, 2018 6,030,282 (3) $0.09375 per share June 14, 2021 2,000 (4) $50.00 per share April 23, 2019 5,618 (5) $45.00 per share May 22, 2019 1,842 (5) $38.00 per share September 10, 2019 3,255 (6) $46.081 per share September 27, 2019 7,553 (7) $28.13 per share December 2, 2019 83,927 (8) $9.00 per share December 2, 2020 83,927 (8) $11.00 per share December 2, 2020 20,000 (9) $25.50 per share March 30, 2018 17,547 (10) $11.88 per share June 29, 2020 120,000 (11) $0.80 per share June 29, 2020 115,789 (12) $0.80 per share September 4, 2020 131,842 (13) $0.80 per share September 21, 2020 5,163 (14) $11.88 per share September 4, 2020 157,895 (15) $0.80 per share October 23, 2020 5,163 (16) $11.88 per share October 23, 2020 345,552,885 (17) $0.0166 per share June 14, 2021 16,586,538 (18) $0.0166 per share February 21, 2021 13,791,518 (19) $0.0174 per share June 6, 2021 382,744,177 (1) Issued as part of a November 2011 private placement. (2) Issued in June 2015 in exchange for warrants originally issued as part of a May 2013 private placement. (3) Issued in June 2015 in exchange for warrants originally issued as part of a May 2013 private placement. (4) Issued to a placement agent in conjunction with an April 2014 private placement. (5) Issued to a placement agent in conjunction with a September 2014 private placement. (6) Issued as part of a September 2014 Regulation S offering. (7) Issued to a placement agent in conjunction with a 2014 public offering. (8) Issued in June 2015 in exchange for warrants originally issued as part of a 2014 public offering. (9) Issued as part of a March 2015 private placement. (10) Issued to a placement agent in conjunction with a June 2015 private placement. (11) Issued as part of a June 2015 private placement. (12) Issued as part of a June 2015 private placement. (13) Issued as part of a June 2015 private placement. (14) Issued to a placement agent in conjunction with a June 2015 private placement. (15) Issued as part of a June 2015 private placement. (16) Issued to a placement agent in conjunction with a June 2015 private placement. (17) Issued as part of a February 2016 private placement. (18) Issued to a placement agent in conjunction with a February 2016 private placement. (19) Contractually obligated to be issued pursuant to a strategic license agreement. All outstanding warrant agreements provide for anti-dilution adjustments in the event of certain mergers, consolidations, reorganizations, recapitalizations, stock dividends, stock splits or other changes in our corporate structure; except for (10). In addition, warrants subject to footnotes (3) and (11)-(13), (15), and (17) (19) in the table above are subject to lower price issuance anti-dilution provisions that automatically reduce the exercise price of the warrants (and, in the cases of warrants subject to footnote (3) in the table above and footnote (17), increase the number of shares of common stock issuable upon exercise), to the offering price in a subsequent issuance of our common stock, unless such subsequent issuance is exempt under the terms of the warrants. The warrants subject to footnote (3) are subject to a mandatory exercise provision. This provision permits us, subject to certain limitations, to require exercise of such warrants at any time following (a) the date that is the 30th day after the later of our receipt of an approvable letter from the FDA for LuViva and the date on which the common stock achieves an average market price for 20 consecutive trading days of at least $1.30 with an average daily trading volume during such 20 consecutive trading days of at least 250 shares, or (b) the date on which the average market price of the common stock for 20 consecutive trading days immediately prior to the date we deliver a notice demanding exercise is at least $162.00 and the average daily trading volume of the common stock exceeds 250 shares for such 20 consecutive trading days. If these warrants are not timely exercised upon demand, they will expire. Upon the occurrence of certain events, we also may be required to repurchase these warrants, as well as the warrants subject to footnote (2) in the table above. The warrants subject to footnote (6) in the table above are also subject to a mandatory exercise provision. This provision permits us, subject to certain limitations, to require the exercise of such warrants should the average trading price of our common stock over any 30 consecutive day trading period exceed $92.16. The warrants subject to footnote (8) in the table above are also subject to a mandatory exercise provision. This provision permits us, subject to certain limitations, to require exercise of 50% of the then-outstanding warrants if the trading price of our common stock is at least two times the initial warrant exercise price for any 20-day trading period. Further, in the event that the trading price of our common stock is at least 2.5 times the initial warrant exercise price for any 20-day trading period, we will have the right to require the immediate exercise of 50% of the then-outstanding warrants. Any warrants not exercised within the prescribed time periods will be canceled to the extent of the number of shares subject to mandatory exercise. The holders of the warrants subject to footnote (3) in the table above have agreed to surrender the warrants upon consummation of this offering for new warrants exercisable for 200% of the number of shares underlying the surrendered warrants, but without certain anti-dilution protections included with the surrendered warrants. Series B Tranche B Warrants As discussed in footnote (3), fair value measurements, these Series B Tranche B warrants were contractually agreed to between June 13, 2016 and June 14, 2016, the Company entered into various agreements with holders of certain warrants, pursuant to which each holder separately agreed to exchange warrants for either (1) shares of common stock equal to 166% of the number of shares of common stock underlying the surrendered warrants, or (2) new warrants exercisable for 200% of the number of shares underlying the surrendered warrants, but without certain anti-dilution protections included with the surrendered warrants. In total, for surrendered warrants then-exercisable for an aggregate of 94,825,888 shares of common stock (but subject to exponential increase upon operation of certain anti-dilution provisions), the Company issued or is obligated to issue 13,517,342 shares of common stock and new warrants that, if exercised as of the date hereof, would be exercisable for an aggregate of 173,365,822 shares of common stock. As of June 30, 2016, the Company had issued 8,312,241 shares of common stock and rights to common stock shares for 5,205,101. In certain circumstances, in lieu of presently issuing all of the shares (for each holder that opted for shares of common stock), the Company and the holder further agreed that the Company will, subject to the terms and conditions set forth in the applicable warrant exchange agreement, from time to time, be obligated to issue the remaining shares to the holder. No additional consideration will be payable in connection with the issuance of the remaining shares. The holders that elected to receive shares for their surrendered warrants have agreed that they will not sell shares on any trading day in an amount, in the aggregate, exceeding 20% of the composite aggregate trading volume of the common stock for that trading day. The holders that elected to receive new warrants will be required to surrender their old warrants upon consummation of the Companys next financing resulting in net cash proceeds to the Company of at least $1 million. The new warrants will have an initial exercise price equal to the exercise price of the surrendered warrants as of immediately prior to consummation of the financing, subject to customary downside price protection for as long as the Companys common stock is not listed on a national securities exchange, and will expire five years from the date of issuance. |
5. STOCK OPTIONS
5. STOCK OPTIONS | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
5. STOCK OPTIONS | Under the Companys 1995 Stock Plan (the Plan), zero shares remained available for issuance. The Plan allows the issuance of incentive stock options, nonqualified stock options, and stock purchase rights. The exercise price of options is determined by the Companys board of directors, but incentive stock options must be granted at an exercise price equal to the fair market value of the Companys common stock as of the grant date. Options historically granted have generally become exercisable over four years and expire ten years from the date of grant. As of June 30, 2016, we have issued options to purchase a total of 98,161 shares of our common stock pursuant to our equity incentive plan, at a weighted average exercise price of $40.30 per share. Recommendations for option grants under our equity incentive plans are made by the compensation committee of our board, subject to ratification by the full board. The compensation committee may issue options with varying vesting schedules, but all options granted pursuant to our equity incentive plans must be exercised within ten years from the date of grant. The fair value of stock options granted in the period ended June 30, 2015 were estimated using the Black-Scholes option pricing model. No options were issued during the period ended June 30, 2016. Stock option activity for June 30, 2016 as follows: 2016 Weighted Average Exercise Shares Price Outstanding at beginning of year 105,936 $ 45.00 Options granted - $ - Options exercised - $ - Options expired/forfeited (7,775 ) $ 71.16 Outstanding at end of year 98,161 $ 40.30 |
6. LITIGATION AND CLAIMS
6. LITIGATION AND CLAIMS | 6 Months Ended |
Jun. 30, 2016 | |
Notes to Financial Statements | |
6. LITIGATION AND CLAIMS | From time to time, the Company may be involved in various legal proceedings and claims arising in the ordinary course of business. Management believes that the dispositions of these matters, individually or in the aggregate, are not expected to have a material adverse effect on the Companys financial condition. However, depending on the amount and timing of such disposition, an unfavorable resolution of some or all of these matters could materially affect the future results of operations or cash flows in a particular period. As of June 30, 2016 and December 31, 2015, there was no accrual recorded for any potential losses related to pending litigation. |
7. NOTES PAYABLE
7. NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
7. NOTES PAYABLE | On September 10, 2014, the Company sold a secured promissory note to an accredited investor with an initial principal amount of $1,275,000, for a purchase price of $700,000 (an original issue discount of $560,000). The Company may prepay the note at any time. The note is secured by the Companys current and future accounts receivable and inventory, pursuant to a security agreement entered into in connection with the sale. On March 10, 2015, May 4, 2015, June 1, 2015, June 16, 2015, June 29, 2015, January 21, January 29 and February 12, 2016 the Company amended the terms of the note to extend the maturity ultimately until August 31, 2016. During the extension, interest accrues on the note at a rate of the lesser of 18% per year or the maximum rate permitted by applicable law. On February 11, 2016, the Company consented to an assignment of the note to two accredited investors. In connection with the assignment, the holders waived an ongoing event of default under the notes related to the Companys minimum market capitalization, and agreed to eliminate the requirement going forward. Pursuant to the terms of the amended note, the holder may convert the outstanding balance into shares of common stock at a conversion price per share equal to the lower of (1) $25.0 or (2) 75% of the lowest daily volume weighted average price of the common stock during the five days prior to conversion. If the conversion price at the time of any conversion is lower than $15.00, the Company has the option of delivering the conversion amount in cash in lieu of shares of common stock. On March 7, 2016, the Company further amended the notes to eliminate the volume limitations on sales of common stock issued or issuable upon conversion of the notes. The balance due related to this note was $516,244 and $685,864 at June 30, 2016 and December 31, 2015, respectively. Total debt issuance costs originally capitalized was approximately $130,000. This amount was being amortized over six months and was fully amortized as of June 30, 2015. Total amortized expense for the six months ended June 30, 2015 was approximately $49,000. For the six months ended June 30, 2015, the Company recorded amortization of approximately $213,000 on the discount. The original issue discount of $560,000 was fully amortized as of June 30, 2015. On June 5, 2016, the Company entered into a license agreement with a distributor pursuant to which the Company granted the distributor an exclusive license to manufacture, sell and distribute the Companys LuViva Advanced Cervical Cancer device and related disposables in Taiwan, Brunei Darussalam, Cambodia, Laos, Myanmar, Philippines, Singapore, Thailand, and Vietnam. The distributor is currently is the Companys exclusive distributor in China, Macau and Hong Kong, and the license will extend to manufacturing in those countries as well. As partial consideration for, and as a condition to, the license, and to further align the strategic interests of the parties, the Company agreed to issue a convertible note to the distributor, in exchange for an aggregate cash investment of $200,000. The note will provide for a payment to the distributor of $240,000, due upon consummation of any capital raising transaction by the Company within 90 days and with net cash proceeds of at least $1.0 million. Absent such a transaction, the payment will increase to $300,000 and will be payable by December 31, 2016. The note will accrue interest at 20% per year on any unpaid amounts due after that date. The note will be convertible into shares of the Companys common stock at a conversion price per share of $0.017, subject to customary anti-dilution adjustment. The note will be unsecured, and is expected to provide for customary events of default. The Company will also issue the distributor a five-year warrant exercisable immediately for 13.8 million shares of common stock at an exercise price equal to the conversion price of the note, subject to customary anti-dilution adjustment. The Company allocated proceeds of $114,000 to the fair value of the warrants for a remaining balance of $86,000 related to the convertible note at June 30, 2016. The discount of $154,000 will be amortized over 90 days. |
8. CONVERTIBLE DEBT
8. CONVERTIBLE DEBT | 6 Months Ended |
Jun. 30, 2016 | |
Convertible Debt | |
8. CONVERTIBLE DEBT | On September 10, 2014, the Company sold a secured promissory note to an accredited investor with an initial principal amount of $1,275,000, for a purchase price of $700,000 (an original issue discount of $560,000). The Company may prepay the note at any time. The note is secured by the Companys current and future accounts receivable and inventory, pursuant to a security agreement entered into in connection with the sale. On March 10, 2015, May 4, 2015, June 1, 2015, June 16, 2015, June 29, 2015, January 21, January 29 and February 12, 2016 the Company amended the terms of the note to extend the maturity ultimately until August 31, 2016. During the extension, interest accrues on the note at a rate of the lesser of 18% per year or the maximum rate permitted by applicable law. On February 11, 2016, the Company consented to an assignment of the note to two accredited investors. In connection with the assignment, the holders waived an ongoing event of default under the notes related to the Companys minimum market capitalization, and agreed to eliminate the requirement going forward. Pursuant to the terms of the amended note, the holder may convert the outstanding balance into shares of common stock at a conversion price per share equal to the lower of (1) $25.0 or (2) 75% of the lowest daily volume weighted average price of the common stock during the five days prior to conversion. If the conversion price at the time of any conversion is lower than $15.00, the Company has the option of delivering the conversion amount in cash in lieu of shares of common stock. On March 7, 2016, the Company further amended the notes to eliminate the volume limitations on sales of common stock issued or issuable upon conversion of the notes. The balance due related to this note was $516,244 and $685,864 at June 30, 2016 and December 31, 2015, respectively. Total debt issuance costs originally capitalized was approximately $130,000. This amount was being amortized over six months and was fully amortized as of June 30, 2015. Total amortized expense for the six months ended June 30, 2015 was approximately $49,000. For the six months ended June 30, 2015, the Company recorded amortization of approximately $213,000 on the discount. The original issue discount of $560,000 was fully amortized as of June 30, 2015. On June 5, 2016, the Company entered into a license agreement with a distributor pursuant to which the Company granted the distributor an exclusive license to manufacture, sell and distribute the Companys LuViva Advanced Cervical Cancer device and related disposables in Taiwan, Brunei Darussalam, Cambodia, Laos, Myanmar, Philippines, Singapore, Thailand, and Vietnam. The distributor is currently is the Companys exclusive distributor in China, Macau and Hong Kong, and the license will extend to manufacturing in those countries as well. As partial consideration for, and as a condition to, the license, and to further align the strategic interests of the parties, the Company agreed to issue a convertible note to the distributor, in exchange for an aggregate cash investment of $200,000. The note will provide for a payment to the distributor of $240,000, due upon consummation of any capital raising transaction by the Company within 90 days and with net cash proceeds of at least $1.0 million. Absent such a transaction, the payment will increase to $300,000 and will be payable by December 31, 2016. The note will accrue interest at 20% per year on any unpaid amounts due after that date. The note will be convertible into shares of the Companys common stock at a conversion price per share of $0.017, subject to customary anti-dilution adjustment. The note will be unsecured, and is expected to provide for customary events of default. The Company will also issue the distributor a five-year warrant exercisable immediately for 13.8 million shares of common stock at an exercise price equal to the conversion price of the note, subject to customary anti-dilution adjustment. The Company allocated proceeds of $114,000 to the fair value of the warrants for a remaining balance of $86,000 related to the convertible note at June 30, 2016. The discount of $154,000 will be amortized over 90 days. |
9. CONVERTIBLE DEBT IN DEFAULT
9. CONVERTIBLE DEBT IN DEFAULT | 6 Months Ended |
Jun. 30, 2016 | |
Convertible Debt In Default | |
9. CONVERTIBLE DEBT IN DEFAULT | On February 11, 2016, the Company entered into a securities purchase agreement with an accredited investor for the issuance and sale on February 12, 2016 of $1.4375 million in aggregate principal amount of a senior secured convertible note for an aggregate purchase price of $1.15 million (a 20% original issue discount of $287,500) and a discount for debt issuance costs paid at closing of $121,000 for a total of $408,500. In addition, the investor received a warrant exercisable to purchase an aggregate of approximately 1,796,875 million shares of the Companys common stock. The Company allocated proceeds totaling $359,555 to the fair value of the warrants at issuance. This was recorded as an additional discount on the debt. The convertible note matures on the second anniversary of issuance and, in addition to the 20% original issue discount, accrues interest at a rate of 17% per year. The Company will pay monthly interest coupons and, beginning six months after issuance, will pay amortized quarterly principal payments. If the Company does not receive, on or before the first anniversary after issuance, an aggregate of at least $3.0 million from future equity or debt financings or non-dilutive grants, then the holder will have the option of accelerating the maturity date to the first anniversary of issuance. The Company may prepay the convertible note, in whole or in part, without penalty, upon 20 days prior written notice. Subject to resale restrictions under Federal securities laws and the availability of sufficient authorized but unissued shares of the Companys common stock, the convertible note is convertible at any time, in whole or in part, at the holders option, into shares of the Companys common stock, at a conversion price equal to the lesser of $0.80 per share or 70% of the average closing price per share for the five trading days prior to issuance, subject to certain customary adjustments and anti-dilution provisions contained in the convertible note. The Company is currently in default as they are past due on their required monthly interest payments. In the event of default, the Company shall accrue interest at a rate of the lesser of 22% or the maximum permitted by law. The Company has accrued $68,218 for past due interest payments at June 30, 2016. Upon the occurrence of an event of default, the holder may require the Company to redeem the convertible note at 120% of the outstanding principal balance. As of June 30, 2016, the balance due on the convertible debt was $1,830,000 as the Company has fully amortized debt issuance costs of $47,675 and the debt discount of $768,055 and recorded a 20% penalty totaling $305,000. The convertible note is secured by a lien on all of the Companys assets, including its intellectual property, pursuant to a security agreement entered into by the Company and the accredited investor with the transaction. On May 28, 2016, in exchange for an additional $87,500 in cash to the Company, the principal balance was increased by the same amount. The warrant is exercisable at any time, pending availability of sufficient authorized but unissued shares of the Companys common stock, at an exercise price per share equal to the conversion price of the convertible note, subject to certain customary adjustments and anti-dilution provisions contained in the warrant. The warrant has a five-year term. As of June 30, 2016, the exercise price had been adjusted to $0.0416 and the number of common stock shares exchangeable for was 366,586,538. As of June 30, 2016, the effective interest rate considering debt costs was 29%. The Company used a placement agent in connection with the transaction. For its services, the placement agent received a cash placement fee equal to 4% of the aggregate gross proceeds from the transaction and a warrant to purchase shares of common stock equal to an aggregate of 6% of the total number of shares underlying the securities sold in the transaction, at an exercise price equal to, and terms otherwise identical to, the warrant issued to the investor. Finally, the Company agreed to reimburse the placement agent for its reasonable out-of-pocket expenses. In connection with the transaction, on February 12, 2016, the Company and the investor entered into a four-year consulting agreement, pursuant to which the investor will provide management consulting services to the Company in exchange for a royalty payment, payable quarterly, equal to 3.5% of the Companys revenues from the sale of products. As of June 30, 2016 the investor had earned approximately $13,000 of royalties. |
10. INCOME (LOSS) PER COMMON SH
10. INCOME (LOSS) PER COMMON SHARE | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
10. INCOME (LOSS) PER COMMON SHARE | Basic net income (loss) per share attributable to common stockholders amounts are computed by dividing the net income (loss) plus preferred stock dividends and deemed dividends on preferred stock by the weighted average number of shares outstanding during the period. Diluted net income (loss) per share attributable to common stockholders amounts are computed by dividing the net income (loss) plus preferred stock dividends, deemed dividends on preferred stock, after-tax interest on convertible debt and convertible dividends by the weighted average number of shares outstanding during the period, plus Series C convertible preferred stock, convertible debt, convertible preferred dividends and warrants convertible into common stock shares. |
11. SUBSEQUENT EVENTS
11. SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
11. SUBSEQUENT EVENTS | On July 13, 2016, the Company consented to the assignment of the convertible debt by one of the accredited investors of its portion of the note to a third accredited investor. |
2. SIGNIFICANT ACCOUNTING POL17
2. SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant areas where estimates are used include the allowance for doubtful accounts, inventory valuation and input variables for Black-Scholes, Monte Carlo simulations and binomial calculations. |
Principles of Consolidation | The accompanying consolidated financial statements include the accounts of Guided Therapeutics, Inc. and its wholly owned subsidiary. |
Accounting Standards Updates | In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, or ASU 2015-03. ASU 2015-03 amends current presentation guidance by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Prior to the issuance of ASU 2015-03 debt issuance costs were required to be presented as an asset in the balance sheet. On January 1, 2016, the Company adopted the provisions of ASU 2015-03 and prior period amounts have been reclassified to conform to the current period presentation |
Accounts Receivable | The Company performs periodic credit evaluations of its customers financial conditions and generally does not require collateral. The Company reviews all outstanding accounts receivable for collectability on a quarterly basis. An allowance for doubtful accounts is recorded for any amounts deemed uncollectable. The Company does not accrue interest receivable on past due accounts receivable. |
Revenue Recognition | Revenue from the sale of the Companys products is recognized upon shipment of such products to its customers. The Company recognizes revenue from contracts on a straight line basis, over the terms of the contract. The Company recognizes revenue from grants based on the grant agreement, at the time the expenses are incurred. During the three and six months ended June 30, 2016, the majority of the Companys revenues were from two customers. Revenue from these customers totaled approximately $283,000 or 72% for the period ended June 30, 2016. Accounts receivable due from those customers represents 79% of total receivables at June 30, 2016. |
Deferred Revenue | The Company defers payments received as revenue until earned based on the related contracts on a straight line basis, over the terms of the contract. |
Inventory Valuation | All inventories are stated at lower of cost or market, with cost determined substantially on a first-in, first-out basis. Selling, general, and administrative expenses are not inventoried, but are charged to expense when purchased. At June 30, 2016 and December 31, 2015, our inventories were as follows (in thousands): June 30, December 31, 2016 2015 Raw materials $ 861 $ 686 Work in process 285 186 Finished goods 232 365 Inventory reserve (140 ) (118 ) Total $ 1,238 $ 1,119 |
Property and equipment | Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over estimated useful lives of three to seven years. Leasehold improvements are depreciated at the shorter of the useful life of the asset or the remaining lease term. Depreciation expense is included in general and administrative expense on the statement of operations. Expenditures for repairs and maintenance are expensed as incurred. Property and equipment are summarized as follows at June 30, 2016 and December 31, 2015 (in thousands): June 30, December 31, 2016 2015 Equipment $ 1,378 $ 1,377 Software 740 740 Furniture and fixtures 124 124 Leasehold improvement 199 199 2,441 2,440 Less: accumulated depreciation (2,224 ) (2,122 ) Total $ 217 $ 318 |
Prepaid Expenses and Deposits | Prepaid expenses and deposits are summarized as follows (in thousands): June 30, 2016 December 31, 2015 Prepaid expenses $ 22 $ 26 Prepaid insurance 181 108 Prepaid investor relations 275 Deposits - equipment 297 368 Deposits - other 2 3 Total $ 502 $ 780 |
Accrued Liabilities | Accrued liabilities are summarized as follows (in thousands): June 30, 2016 December 31, 2015 Accrued compensation $ 1,245 $ 1,235 Accrued professional fees 73 154 Deferred rent 26 36 Accrued warranty 65 82 Accrued vacation 193 177 Accrued interest 68 Accrued dividends 263 167 Other accrued expenses 216 56 Total $ 2,149 $ 1,907 |
Research and Development | Research and development expenses consist of expenditures for research conducted by the Company and payments made under contracts with consultants or other outside parties and costs associated with internal and contracted clinical trials. All research and development costs are expensed as incurred. |
Income Taxes | The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Management provides valuation allowances against the deferred tax assets for amounts that are not considered more likely than not to be realized. The Company is current with its federal and applicable state tax returns filings. Although we have been experiencing recurring losses, we are obligated to file tax returns for compliance with Internal Revenue Service (IRS) regulations and that of applicable state jurisdictions. At December 31, 2015, the Company has approximately $28.0 million of net operating loss eligible to be carried forward for tax purposes at federal and applicable states level. A full valuation allowance has been recorded related the deferred tax assets generated from the net operating losses. None of the Companys federal or state income tax returns are currently under examination by the IRS or state authorities. |
Uncertain Tax Positions | Effective January 1, 2007 the Company adopted ASC guidance regarding accounting for uncertainty in income taxes. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the financial statements and applies to all income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. At June 30, 2016 and December 31, 2015 there were no uncertain tax positions. |
Warrants | The Company has issued warrants, which allow the warrant holder to purchase one share of stock at a specified price for a specified period of time. The Company records equity instruments including warrants issued to non-employees based on the fair value at the date of issue. The fair value of warrants classified as equity instruments at the date of issuance is estimated using the Black-Scholes Model. The fair value of warrants classified as liabilities at the date of issuance is estimated using the Monte Carlo Simulation or Binomial model. |
Stock Based Compensation | The Company records compensation expense related to options granted to non-employees based on the fair value of the award. Compensation cost is recorded as earned for all unvested stock options outstanding at the beginning of the first year based upon the grant date fair value estimates, and for compensation cost for all share-based payments granted or modified subsequently based on fair value estimates. For the six months ended June 30, 2016 and 2015 share-based compensation for options attributable to employees, officers and Board members were approximately $53,000 and $529,000. These amounts have been included in the Companys statements of operations. Compensation costs for stock options which vest over time are recognized over the vesting period. As of June 30, 2016, the Company had approximately $150,000 of unrecognized compensation costs related to granted stock options that will be recognized over the remaining vesting period of approximately three years. |
2. SIGNIFICANT ACCOUNTING POL18
2. SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Inventory Valuation | June 30, December 31, 2016 2015 Raw materials $ 861 $ 686 Work in process 285 186 Finished goods 232 365 Inventory reserve (140 ) (118 ) Total $ 1,238 $ 1,119 |
Property and Equipment | June 30, December 31, 2016 2015 Equipment $ 1,378 $ 1,377 Software 740 740 Furniture and fixtures 124 124 Leasehold improvement 199 199 2,441 2,440 Less: accumulated depreciation (2,224 ) (2,122 ) Total $ 217 $ 318 |
Prepaid Expenses and Deposits | June 30, 2016 December 31, 2015 Prepaid expenses $ 22 $ 26 Prepaid insurance 181 108 Prepaid investor relations 275 Deposits - equipment 297 368 Deposits - other 2 3 Total $ 502 $ 780 |
Accrued Liabilities | June 30, 2016 December 31, 2015 Accrued compensation $ 1,245 $ 1,235 Accrued professional fees 73 154 Deferred rent 26 36 Accrued warranty 65 82 Accrued vacation 193 177 Accrued interest 68 Accrued dividends 263 167 Other accrued expenses 216 56 Total $ 2,149 $ 1,907 |
3. FAIR VALUE OF FINANCIAL IN19
3. FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Investments, All Other Investments [Abstract] | |
Schedule fo fair value for liabilities measured on a recurring basis | Fair Value at June 30, 2016 Level 1 Level 2 Level 3 Total Warrants issued in connection with the issuance of Series C preferred stock $ - $ - $ (1 ) $ (1 ) Warrants issued in connection with Senior Secured Debt - - (1,376 ) (1,376 ) Warrants to be issued in connection with distributor debt - - (114 ) (114 ) Total long-term liabilities at fair value $ - $ - $ (1,491 ) $ (1,491 ) Fair Value at December 31, 2015 Level 1 Level 2 Level 3 Total Warrants issued in connection with the issuance of Series C preferred stock $ $ $ (1,145 ) $ (1,145 ) Warrants issued in connection with the issuance of Series B preferred stock (1,461 ) (1,461 ) Total long-term liabilities at fair value $ $ $ (2,606 ) $ (2,606 ) |
Summary of changes to Level 3 instruments | Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Series C Warrants Series B Warrants Senior Secured Debt Distributor Debt Total Balance, December 31, 2015 $ (1,145 ) $ (1,461 ) $ $ $ (2,606 ) Warrants issued during the period (377 ) (114 ) (491 ) Change in fair value during the period 1,144 1,461 (999 ) 1,606 Balance, June 30, 2016 $ (1 ) $ $ (1,376 ) $ (114 ) $ (1,491 ) |
4. STOCKHOLDERS' DEFICIT (Table
4. STOCKHOLDERS' DEFICIT (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Common stock issued | Series C Preferred Stock Conversions 29,805,879 Series C Preferred Stock Dividends 20,808,541 Common Stock Issued as Payment for Accrued Dividends 30,745 Convertible Debt Conversions 5,226,903 Series C Exchanges 18,396,800 Series B Tranche B Warrants Exchanges 8,312,241 Total 82,581,109 |
Outstanding warrants | Warrants (Underlying Shares) Outstanding, January 1, 2016 2,802,384 Issuances 375,015,896 To be issued 13,791,518 Canceled / Expired (8,865,621 ) Exercised - Outstanding, June 30, 2016 382,744,177 |
Shares reserved for warrants | Warrants (Underlying Shares) Exercise Price Expiration Date 2,852 (1) $105.00 per share November 20, 2016 18,581 (2) $10.46 per share May 23, 2018 6,030,282 (3) $0.09375 per share June 14, 2021 2,000 (4) $50.00 per share April 23, 2019 5,618 (5) $45.00 per share May 22, 2019 1,842 (5) $38.00 per share September 10, 2019 3,255 (6) $46.081 per share September 27, 2019 7,553 (7) $28.13 per share December 2, 2019 83,927 (8) $9.00 per share December 2, 2020 83,927 (8) $11.00 per share December 2, 2020 20,000 (9) $25.50 per share March 30, 2018 17,547 (10) $11.88 per share June 29, 2020 120,000 (11) $0.80 per share June 29, 2020 115,789 (12) $0.80 per share September 4, 2020 131,842 (13) $0.80 per share September 21, 2020 5,163 (14) $11.88 per share September 4, 2020 157,895 (15) $0.80 per share October 23, 2020 5,163 (16) $11.88 per share October 23, 2020 345,552,885 (17) $0.0166 per share June 14, 2021 16,586,538 (18) $0.0166 per share February 21, 2021 13,791,518 (19) $0.0174 per share June 6, 2021 382,744,177 |
5. STOCK OPTIONS (Tables)
5. STOCK OPTIONS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Stock Options Tables | |
Stock Options activity | 2016 Weighted Average Exercise Shares Price Outstanding at beginning of year 105,936 $ 45.00 Options granted - $ - Options exercised - $ - Options expired/forfeited (7,775 ) $ 71.16 Outstanding at end of year 98,161 $ 40.30 |
2. SIGNIFICANT ACCOUNTING POL22
2. SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Accounting Policies [Abstract] | ||
Raw materials | $ 861 | $ 686 |
Work in process | 285 | 186 |
Finished goods | 232 | 365 |
Inventory reserve | (140) | (118) |
Total | $ 1,238 | $ 1,119 |
2. SIGNIFICANT ACCOUNTING POL23
2. SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Less accumulated depreciation | $ (2,224) | $ (2,122) |
Total | 217 | 318 |
Equipment | ||
Property and equipment | 1,378 | 1,377 |
Software | ||
Property and equipment | 740 | 740 |
Furniture and fixtures | ||
Property and equipment | 124 | 124 |
Leasehold Improvement | ||
Property and equipment | $ 199 | $ 199 |
2. SIGNIFICANT ACCOUNTING POL24
2. SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
Significant Accounting Policies Details 2 | ||
Prepaid Expenses | $ 22 | $ 26 |
Prepaid insurance | 181 | 108 |
Prepaid investor relations | 0 | 275 |
Deposits - equipment | 297 | 368 |
Deposits - other | 2 | 3 |
Total | $ 502 | $ 780 |
2. SIGNIFICANT ACCOUNTING POL25
2. SIGNIFICANT ACCOUNTING POLICIES (Details 3 - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Significant Accounting Policies Details 2 | ||
Accrued compensation | $ 1,245 | $ 1,235 |
Accrued professional fees | 73 | 154 |
Deferred rent | 26 | 36 |
Accrued warranty | 65 | 82 |
Accrued vacation | 193 | 177 |
Accrued interest | 68 | 0 |
Accrued dividends | 263 | 167 |
Other accrued expenses | 216 | 56 |
Total | $ 2,149 | $ 1,907 |
3. FAIR VALUE OF FINANCIAL IN26
3. FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Series C Warrants | $ (1) | $ (1,145) |
Warrants to be issued in connection with distributor debt | (114) | |
Series B warrants | (1,461) | |
Warrants issued in connection with Senior Secured Debt | (1,376) | |
Total long-term liabilities at fair value | (1,491) | (2,606) |
Level 1 | ||
Series C Warrants | 0 | 0 |
Warrants to be issued in connection with distributor debt | 0 | |
Series B warrants | 0 | |
Warrants issued in connection with Senior Secured Debt | 0 | |
Total long-term liabilities at fair value | 0 | 0 |
Level 2 | ||
Series C Warrants | 0 | 0 |
Warrants to be issued in connection with distributor debt | 0 | |
Series B warrants | 0 | |
Warrants issued in connection with Senior Secured Debt | 0 | |
Total long-term liabilities at fair value | 0 | 0 |
Level 3 | ||
Series C Warrants | (1) | (1,145) |
Warrants to be issued in connection with distributor debt | (114) | |
Series B warrants | (1,461) | |
Warrants issued in connection with Senior Secured Debt | (1,376) | |
Total long-term liabilities at fair value | $ (1,491) | $ (2,606) |
3. FAIR VALUE OF FINANCIAL IN27
3. FAIR VALUE OF FINANCIAL INSTRUMENTS (Details 1) - Level 3 $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($)shares | |
Beginning Balance | $ (2,606) |
Warrants issued during the period | (491) |
Change in fair value during the period | $ 1,606 |
Ending Balance | shares | (1,491) |
Series C Warrants | |
Beginning Balance | $ (1,145) |
Warrants issued during the period | 0 |
Change in fair value during the period | $ 1,144 |
Ending Balance | shares | (1) |
Series B Warrants | |
Beginning Balance | $ (1,461) |
Warrants issued during the period | 0 |
Change in fair value during the period | $ 1,461 |
Ending Balance | shares | 0 |
Senior Secured Debt | |
Beginning Balance | $ 0 |
Warrants issued during the period | (377) |
Change in fair value during the period | $ 999 |
Ending Balance | shares | (1,376) |
Distributor Debt | |
Beginning Balance | $ 0 |
Warrants issued during the period | (114) |
Change in fair value during the period | $ 0 |
Ending Balance | shares | (114) |
4. STOCKHOLDERS' DEFICIT (Detai
4. STOCKHOLDERS' DEFICIT (Details 1) | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Equity [Abstract] | |
Dividends | 30,745 |
Series C Exchanges | $ / shares | $ 18,396,800 |
Series B Tranche B Warrants Exchanges | $ / shares | $ 8,312,241 |
Series C Preferred Stock Conversions | 29,805,879 |
Series C Preferred Stock Dividends | 20,808,541 |
Convertible Debt Conversions | 5,226,903 |
Total | 82,581,109 |
4. STOCKHOLDERS' DEFICIT (Det29
4. STOCKHOLDERS' DEFICIT (Details 2) | 6 Months Ended |
Jun. 30, 2016shares | |
Outstanding, March 31, 2016 | 382,744,177 |
Warrants | |
Outstanding, January 1, 2016 | 2,802,384 |
Issuances | 375,015,896 |
To be issued | 13,791,518 |
Canceled / Expired | (8,865,621) |
Exercised | 0 |
Outstanding, March 31, 2016 | 382,744,177 |
4. STOCKHOLDERS' DEFICIT (Det30
4. STOCKHOLDERS' DEFICIT (Details 3) - $ / shares | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Warrants outstanding | 382,744,177 | |
Warrants exercise price | $ 40.30 | $ 45 |
Warrant1Member | ||
Warrants outstanding | 2,852 | |
Warrants exercise price | $ 105 | |
Expiration date | Nov. 20, 2016 | |
Warrant 2 [Member] | ||
Warrants outstanding | 18,581 | |
Warrants exercise price | $ 10.46 | |
Expiration date | May 23, 2018 | |
Warrant 3 [Member] | ||
Warrants outstanding | 6,030,282 | |
Warrants exercise price | $ 0.09375 | |
Expiration date | Jun. 14, 2021 | |
Warrant 4 [Member] | ||
Warrants outstanding | 2,000 | |
Warrants exercise price | $ 50 | |
Expiration date | Apr. 23, 2019 | |
Warrant 5 [Member] | ||
Warrants outstanding | 5,618 | |
Warrants exercise price | $ 45 | |
Expiration date | May 22, 2019 | |
Warrant 6 [Member] | ||
Warrants outstanding | 1,842 | |
Warrants exercise price | $ 38 | |
Expiration date | Sep. 10, 2019 | |
Warrant 7 [Member] | ||
Warrants outstanding | 3,255 | |
Warrants exercise price | $ 46.081 | |
Expiration date | Sep. 27, 2019 | |
Warrant 8 [Member] | ||
Warrants outstanding | 7,553 | |
Warrants exercise price | $ 28.13 | |
Expiration date | Dec. 2, 2019 | |
Warrant 9 [Member] | ||
Warrants outstanding | 83,927 | |
Warrants exercise price | $ 9 | |
Expiration date | Dec. 2, 2020 | |
Warrant 10 [Member] | ||
Warrants outstanding | 83,927 | |
Warrants exercise price | $ 11 | |
Expiration date | Dec. 2, 2020 | |
Warrant 11 [Member] | ||
Warrants outstanding | 20,000 | |
Warrants exercise price | $ 25.50 | |
Expiration date | Mar. 30, 2018 | |
Warrant 12 [Member] | ||
Warrants outstanding | 17,547 | |
Warrants exercise price | $ 11.88 | |
Expiration date | Jun. 29, 2020 | |
Warrant 13 [Member] | ||
Warrants outstanding | 120,000 | |
Warrants exercise price | $ 0.80 | |
Expiration date | Jun. 29, 2020 | |
Warrant 14 [Member] | ||
Warrants outstanding | 115,789 | |
Warrants exercise price | $ 0.80 | |
Expiration date | Sep. 4, 2020 | |
Warrant 15 [Member] | ||
Warrants outstanding | 131,842 | |
Warrants exercise price | $ 0.80 | |
Expiration date | Sep. 21, 2020 | |
Warrant 16 [Member] | ||
Warrants outstanding | 5,163 | |
Warrants exercise price | $ 11.88 | |
Expiration date | Sep. 4, 2020 | |
Warrant 17 [Member] | ||
Warrants outstanding | 157,895 | |
Warrants exercise price | $ 0.80 | |
Expiration date | Oct. 23, 2020 | |
Warrant 18 [Member] | ||
Warrants outstanding | 5,163 | |
Warrants exercise price | $ 11.88 | |
Expiration date | Oct. 23, 2020 | |
Warrant 19 [Member] | ||
Warrants outstanding | 345,552,885 | |
Warrants exercise price | $ 0.0166 | |
Expiration date | Jun. 14, 2021 | |
Warrant 20 [Member] | ||
Warrants outstanding | 16,586,538 | |
Warrants exercise price | $ 0.0166 | |
Expiration date | Feb. 21, 2021 | |
Warrant 21 [Member] | ||
Warrants outstanding | 13,791,518 | |
Warrants exercise price | $ 0.0174 | |
Expiration date | Jun. 6, 2021 |
5. STOCK OPTIONS (Details)
5. STOCK OPTIONS (Details) | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Equity [Abstract] | |
Outstanding beginning balance, Shares | shares | 105,936 |
Options granted, Shares | shares | 0 |
Options exercised, Shares | shares | 0 |
Options expired/forfeited, Shares | shares | (7,775) |
Outstanding ending balance, Shares | shares | 98,161 |
Outstanding beginning balance, Weighted average exercise price | $ / shares | $ 45 |
Options granted, Weighted average exercise price | $ / shares | 0 |
Options exercised, Weighted average exercise price | $ / shares | 0 |
Options expired/forfeited, Weighted average exercise price | $ / shares | 71.16 |
Outstanding ending balance, Weighted average exercise price | $ / shares | $ 40.30 |
7. NOTES PAYABLE (Details Narra
7. NOTES PAYABLE (Details Narrative) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
Related party notes and accrued interest | $ 360 | $ 682 |
Note payable in default, including related parties | $ 596 | $ 133 |