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State of Texas Funding
9 Months Ended
Mar. 31, 2014
State Of Texas Funding [Abstract]  
State of Texas Funding

(10) State of Texas Funding

 

In March 2010, the Texas Emerging Technology Fund awarded 1st Detect $1.8 million for the development and marketing of the Miniature Chemical Detector, a portable mass spectrometer designed to serve the security, healthcare, environmental and industrial markets. In exchange for the award, 1st Detect granted a stock purchase right and a note payable to the State of Texas. As of March 31, 2014, 1st Detect has received $1.8 million in disbursements. The proceeds from the award can only be used to fund development of the Miniature Chemical Detector at 1st Detect, not for repaying existing debt or for use in other Company subsidiaries.

 

The stock purchase right is exercisable at the first Qualifying Financing Event (“QFE”), which is generally a change in control or third party equity investment in 1st Detect. The number of shares of stock (common stock or the class or series issued in the financing) of 1st Detect available for purchase by the State of Texas, at the price $0.001 per share (par value), is calculated as the total disbursements of $1.8 million (numerator) divided by 80% of the stock price established in the QFE (denominator). If a QFE has not occurred before June 30, 2014, the number of shares of common stock of 1st Detect available for purchase would equal the total disbursements of $1.8 million (numerator) divided by $100 (denominator). As of March 31, 2014 no QFE has occurred.

 

The principal value of the note is equal to the total disbursements to 1st Detect to date of $1.8 million, accrues interest at 8% per year and cancels automatically at the earlier of (1) selling substantially all of the assets of 1st Detect, (2) selling more than 50% of common stock of 1st Detect, or (3) March 2020. No payments of interest or principal are due on the note unless there is a default, which would occur if 1st Detect moves its operations or headquarters outside of Texas at any time before March 2020. 1st Detect has the option to pay back the principal plus accrued interest by June 30, 2014, but repayment does not cancel the State of Texas’ stock purchase right.

 

Management considers the likelihood of voluntarily repaying the note or of a default event as remote due to the fact that the covenants that would necessitate repayment are within the control of the Company. As such, the $1.8 million, which was received in two installments of $0.9 million and $0.9 million prior to the period ended March 31, 2014, was accounted for as a contribution to equity. As of March 31, 2014, no default events have occurred.