XML 34 R14.htm IDEA: XBRL DOCUMENT v2.4.0.6
Equity Transactions
3 Months Ended
Sep. 30, 2012
Stockholders' Equity Note [Abstract]  
Stockholders' Equity Note Disclosure [Text Block]

Note 6 – Equity Transactions

 

On June 28, 2012, the Company entered into an additional Securities Purchase Agreement (the “Agreement”) with Seaside, relating to the offering and sale (the “Offering”) of up to 5,000 shares of the Company’s Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”) at the purchase price of $1,000.00 per share (the “Purchase Price”). On June 28, 2012, Seaside purchased an initial 2,500 shares of the Series C Preferred Stock for an aggregate purchase price of $2,500,000 (the “Initial Closing”). Following the Initial Closing, Seaside will purchase the remaining 2,500 shares of the Series C Preferred Stock for the purchase price of $2,500,000 (the “Subsequent Closing”).

 

The conversion price per share for the Initial Closing of the Series C Preferred Stock was $.49181 and the Company raised gross proceeds from the offering of $2,500,000 before estimated offering expenses of approximately $200,000, which includes placement agents and attorneys’ fees.

 

The Offerings were made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-165221), which was declared effective by the Securities and Exchange Commission on April 29, 2010. The Company, pursuant to Rule 424(b) under the Securities Act of 1933, filed with the Securities and Exchange Commission a prospectus supplement relating to the Offering.

 

In connection with the Offering, pursuant to a Placement Agency Agreement entered into by and between Midtown and the Company, as amended by an Underwriter Agent Agreement Amendment No. 1, dated March 28, 2011 (as amended, the “Placement Agency Agreement”), the Company paid Midtown a cash fee representing 6% of the gross purchase price paid by Seaside for the Series B Preferred Stock.

 

During the three months ended September 30, 2012, Seaside converted the following amounts of Series C Preferred Stock into the Company’s Common Stock:

 

Date of
Conversion
 Number of
Shares of
Series C
Converted
  Conversion
Price
  Number of Shares of
.001 par value
Common
Stock Issued
Pursuant to
Conversion
  Dividend
Conversion
Price
  Dividend
Shares
Issued
  Total Shares of
.001 par value
Common Stock
Issued to Seaside
 
07/12/2012  103   .48717   212,398   .49062   18,397   230,795 
07/26/2012  128   .47218   271,373   .47218   18,275   289,648 
08/08/2012  118   .42073   280,944   .43129   18,868   299,812 
08/23/2012  276   .48008   574,792   .48008   16,006   590,798 
09/06/2012  441   .57728   763,135   .57728   11,478   774,613 
09/19/2012  285   .51570   553,337   .51570   9,572   562,909 

 

Unregistered Securities

 

In August, 2012, the Scientific Advisory Board (SAB) was granted warrants to purchase 60,000 shares of common stock at $0.68 per share expiring in August ,2016.  These warrants were valued at $40,800 and recorded as consulting expense.

 

For the three months ended September 30, 2012, the Company's Board of Directors authorized the issuance of 30,931 shares of its common stock with a restrictive legend for consulting services. The Company recorded an expense of $18,000.