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Equity Transactions
6 Months Ended
Dec. 31, 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”). On December 21, 2012 Seaside purchased 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 conversion price per share for the Subsequent Closing of the Series C Preferred Stock was $.43554 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 initial Offering was 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. The Subsequent Closing was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-184626), which was declared effective by the Securities and Exchange Commission on December 21, 2012. 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 six months ended December 31, 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  
10/03/2012     233       .53478       435,842       .53533       7,176       443,018  
10/17/2012     165       .53108       311,521       .53108       5,550       317,071  
10/31/2012     145       .51621       281,347       .51621       4,481       285,828  
11/14/2012     165       .43190       383.144       .45934       3,823       386,967  
11/29/2012     170       .43622       390,698       .43622       2,570       393,268  
12/13/2012     122       .43163       282,379       .43163       1,083       283,462  
12/21/2012     156       .43554       357,279       -       -       357,279  

 

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.

 

In November 2012, the Scientific Advisory Board (SAB) was granted warrants to purchase 60,000 shares of common stock at $0.57 per share expiring in November 2016.  These warrants were valued at $34,200 and recorded as consulting expense.

 

For the six months ended December 31, 2012, the Company's Board of Directors authorized the issuance of 64,088 shares of its common stock with a restrictive legend for consulting services. The Company recorded an expense of $42,000.

 

For the six months ended December 31, 2012, the Company's Board of Directors authorized the issuance of 9,032 shares of its common stock with a restrictive legend for Director services. The Company recorded an expense of $5,000