XML 71 R20.htm IDEA: XBRL DOCUMENT
v3.2.0.727

Subsequent Events | 6 Months Ended
--- | ---
Jun. 30, 2015
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | NOTE 15: SUBSEQUENT EVENTS On August 11, 2015, we entered into an Agreement and Plan of Merger with Conexus World Global, LLC ("ConeXus"), a global provider of digital marketing solutions, for ConeXus to become a wholly-owned subsidiary of the Company for stock consideration equal to approximately 23.6% of the Company on a fully-diluted, as-converted basis, through the issuance of a combination of an aggregate of 20,000,000 shares of the Company's common stock and 2,250,000 shares of preferred stock. As a separate but related condition of the Agreement, a third party investor has agreed to purchase $750 of the Company's existing senior convertible notes upon execution of the agreement, and an additional $750 upon the closing of the transaction. The Agreement and Plan of Merger contains customary representations, warranties, and indemnities. Consummation of the proposed merger is subject to a number of closing conditions, including the delivery of audited financial statements from ConeXus satisfactory to the Company. Subject to the satisfaction or waiver of such closing conditions, the merger is expected to be consummated in the latter part of September 2015. There can be no assurance that the conditions to the merger will be satisfied or waived, or that the merger will be completed. In addition to the Agreement and Plan of Merger, the Company also entered into an employment agreement with Richard Mills, President and Chief Executive Officer of ConeXus, to assume the role of CEO of the combined company. The agreement is effective for a two-year term, provides for an initial annual base salary of $270,000, and includes provisions for the right to receive up to 4,951,557 performance shares in connection with a series of requirements related to a potential large scale client contract deployment. Mr. Mill's employment agreement also contains other provisions, terms, conditions and covenants customary of an executive employment agreement. Upon the consummation of the merger, the board of directors of the combined company will include the existing Company board and add two new members, Richard Mills and a designee of the new investor. On August 13, 2015, the Board of Directors granted 2,849,863 options to purchase common stock of the Company to four members of senior management. The options granted vest in 25% increments on each of the first four anniversaries of the date of the grant, and expire ten years after the date of the grant. The Company expects to value the option grants using the Black-Scholes option valuation model using inputs similar to those from the January 2015 option grant (Note 11).

X
- References No definition available. + Details
Name: | us-gaap_SubsequentEventsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References No definition available. + Details
Name: | us-gaap_SubsequentEventsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration