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Note L - Equity
 12 Months Ended
Dec. 31, 2014
Stockholders' Equity Note [Abstract]  
Stockholders' Equity Note Disclosure [Text Block]

NOTE L— EQUITY


1. Redeemable Preferred Stock


Within the limits and restrictions provided in the Company’s Certificate of Incorporation, the Board of Directors has the authority, without further action by the shareholders, to issue up to 5,000,000 shares of preferred stock, $.0001 par value per share, in one or more series, and to fix, as to any such series, any dividend rate, redemption price, preference on liquidation or dissolution, sinking fund terms, conversion rights, voting rights, and any other preference or special rights and qualifications.


2. Common Stock


Effective February 3, 2015, the Company implemented a reverse stock split of its outstanding common stock at a ratio of 1 - for - 2.   The number of authorized shares and the par value of the Company's common stock and preferred stock were not affected by the reverse stock split. Stockholders who otherwise would be entitled to receive fractional shares were rounded up to the nearest whole share. The reverse stock split became effective on the OTCQB at the opening of trading on February 6, 2015.


Holders of common stock have equal rights to receive dividends when, as and if declared by the Board of Directors, out of funds legally available therefor. Holders of common stock have one vote for each share held of record and do not have cumulative voting rights.


Holders of common stock are entitled, upon liquidation of the Company, to share ratably in the net assets available for distribution, subject to the rights, if any, of holders of any preferred stock then outstanding. Shares of common stock are not redeemable and have no preemptive or similar rights. All outstanding shares of common stock are fully paid and nonassessable.


Issuances of Common Stock  


      a)     Securities Purchase Agreements dated February 26, 2013


Pursuant to a Securities Purchase Agreement dated February 26, 2013 by and between the Company and DRNC (the “InterDigital SPA”), the Company issued to DRNC 2,013,468 post-split shares of its common stock at a purchase price $0.20 per post-split share, for an aggregate purchase price of $402,693. DRNC had anti-dilution rights under the InterDigital SPA that required the Company to issue additional shares to DRNC on a full-ratchet basis if the Company, within the nine months following February 26, 2013, sold or issued any common stock or common stock equivalents (other than sales or issuances to directors, officers, employees or independent contractors in the ordinary course of business for compensation purposes and stock splits and stock dividends payable in respect of the Company’s common stock) having a purchase, exercise or conversion price per post-split share of less than $0.20.  No shares were issued under the anti-dilution rights due to subsequent issuances.


Concurrently with the closing of the transaction described above, the Company closed an equity financing with a number of private investors pursuant to a Securities Purchase Agreement (the “Private Investor SPA”). Pursuant to the Private Investor SPA, the Company issued to such investors 2,500,000 post-split shares of its common stock at a purchase price $0.20 per post-split share, for an aggregate purchase price of $500,000.


In connection with the share issuances described above, the Company incurred costs of $46,176, which were offset against additional paid-in capital.


The shares of common stock were subject to registration clauses.  The Company filed a registration statement on November 22, 2013 and such registration was declared effective on December 31, 2013.  See Note L2d.


      b)     Securities Purchase Agreement dated July 23, 2013


Pursuant to a Securities Purchase Agreement, dated July 23, 2013, by and between the Company and a number of private and institutional investors (the “July Private Investor SPA”), the Company issued units to such investors consisting of 1,750,003 post-split shares of common stock and 1,750,003 warrants to purchase additional shares of common stock, at a purchase price of $0.60 per unit for an aggregate purchase price of $1,050,000. The Investors have anti-dilution rights under the July Private Investors SPA that require the Company to issue additional shares to Investors on an average-weighted basis if the Company, within the six months following July 23, 2013, sells or issues any common stock or common stock equivalents (other than sales or issuances to directors, officers, employees or independent contractors in the ordinary course of business for compensation purposes and stock splits and stock dividends payable in respect of the Company’s common stock) having a purchase, exercise or conversion price per share of less than $0.60 (see Note L2c below where the anti-dilution rights were triggered). The warrants were immediately exercisable at an exercise price of $0.80 per post-split share and have a term of five years. Effective November 22, 2013, the Company agreed to reduce the exercise price of the warrants to $0.50 per post-split share.


In connection with the share issuances described above, the Company incurred costs of $135,594, including filing costs for the associated Registration Statement filed with the SEC pursuant to the registration rights clause in the July 2013 Private Investors SPA, which were offset against additional paid-in capital.


The shares of common stock and the shares of common stock underlying the warrants were subject to a registration clause.  The Company filed a registration statement on November 22, 2013 and such registration was declared effective on December 31, 2013.  See Note L2d.


Based on an evaluation as discussed in FASB ASC 815-15, “Embedded Derivatives” and FASB ASC 815-40-15, “Contracts in Entity’s Own Equity - Scope and Scope Exceptions,” the Company determined that the anti-dilution feature in the common stock issued was not considered indexed to its own stock because neither the occurrence of a sale of equity securities by the issuer at market nor the issuance of another equity contract with a lower strike price is an input to the fair value of a fixed-for-fixed option or forward on equity shares.  As such, the anti-dilution feature should be bifurcated from the common stock and accounted for as a derivative liability.


The Company initially recorded derivative liabilities equal to their estimated fair value of $20,323. Such amount was also recorded as a reduction of additional paid-in capital. As discussed in Item c) below, the down round feature was triggered. As such, the Company marked-to-market the derivative liabilities at the dates of issuances. In addition, the Company was required to mark-to-market the derivative liabilities at December 31, 2013. For the year ended December 31, 2013, the Company recorded a loss on the change in fair value of the anti-dilution rights of $93,639. The Company did not value the derivative liability at December 31, 2013.  At such date, the Company determined that it was still highly unlikely that an equity financing would occur prior to January 23, 2014, the expiration date of the down round feature.  Such conclusion was based upon the discussion noted in Note L2c below.


As discussed above, in November 2013, the Company agreed to reduce the exercise price of the warrants. Under GAAP, the warrants have to be revalued and a charge recorded if the value of the warrants under the new terms exceeds the value of the warrants under the old terms on the day before the change. No charge was recorded as the value of the “new” warrants was less than the value of the “old” warrants.


      c)     Securities Purchase Agreements dated October 25, 2013 and November 8, 2013


Pursuant to a series of Private Investors Securities Purchase Agreements (the “PI SPA”), on October 25, 2013 and November 8, 2013, the Company issued to certain private investors an aggregate of 12,323,668 units consisting of 12,323,668 post-split shares of common stock (the “Shares”) and warrants to purchase an additional 12,323,668 post-split shares of our common stock (the “Warrants”) for an aggregate purchase price of $3,697,100. Each unit had a purchase price of $0.30 and consisted of one share of common stock and one Warrant. The Warrants are immediately exercisable at an exercise price of $0.50 per post-split share, have a term of three years, and are exercisable on a cashless basis if at any time following the nine month anniversary of the issuance date, there is not an effective registration statement covering the public resale of the shares of Common Stock underlying the Warrants.


In connection with the share issuances described above, the Company incurred costs of $466,346, including filing costs for the associated Registration Statement filed with the SEC pursuant to the registration rights clause in the October and November 2013 Private Investors SPA, which were offset against additional paid-in capital.


 Investors in the PI SPA have certain anti-dilution rights which required the Company to issue additional shares of common stock to the investors if within the nine months following November 8, 2013, the Company, sells or issues any common stock or common stock equivalents (other than sales or issuances to directors, officers, employees or independent contractors in the ordinary course of business for compensation purposes and stock splits and stock dividends payable in respect of the Company’s common stock) having a purchase, exercise or conversion price per post-split share of less than $0.30.


Based on an evaluation as discussed in FASB ASC 815-15, “Embedded Derivatives” and FASB ASC 815-40-15, “Contracts in Entity’s Own Equity - Scope and Scope Exceptions,” the Company determined that the anti-dilution features in the common stock issued were not considered indexed to its own stock because neither the occurrence of a sale of equity securities by the issuer at market nor the issuance of another equity contract with a lower strike price is an input to the fair value of a fixed-for-fixed option or forward on equity shares.  As such, the anti-dilution features should be bifurcated from the common stock and accounted for as a derivative liability.


The Company did not value the derivative liability.  One of the key determinants of the Company’s decision to not value the derivative liability was the high likelihood that a future financing would not occur that would trigger the down round feature.  Whether a future equity financing would occur would be determined by the cash needs of the Company and management’s willingness to trigger the down round feature. The Company’s reasons were as follows:


      1.     The Company’s cash position after the completion of the PI SPA.


      2.     The stock price of the Company’s common stock.


      3.     The lack of enough available authorized shares to complete a large offering.


Under GAAP, the Company is required to mark-to-market the derivative liability at the end of each reporting period. The Company did not value the derivative liability at December 31, 2013.  At such date, the Company determined that it was still highly unlikely that an equity financing would occur prior to July 8, 2014, the expiration date of the down round feature.  Such conclusion was based upon the discussion noted above.


The Shares and shares of common stock underlying the Warrants were subject to a registration rights agreement.  The Company filed a registration statement on November 22, 2013 and such registration was declared effective on December 31, 2013.  See Note L2d. Under the November 2014 Securities Purchase Agreement, warrants to purchase 7,974,999 post-split shares of common stock previously issued in the November 2013 private placement were cancelled. See Note L2e.


Pursuant to a placement agency letter agreement, the Company paid the placement agent cash commissions equal to 8% of the gross proceeds of the offering, reimbursed the placement agent for its reasonable out of pocket expenses, and issued to the placement agent warrants (the “Placement Agent Warrants”) to purchase an aggregate of 985,893 post-split shares of common stock. The Placement Agent Warrants have substantially the same terms as the Warrants issued to the investors, except the Placement Agent Warrants are immediately exercisable on a cashless basis. 


The cashless exercise features contained in the warrants are considered to be derivatives and the Company recorded warrant liabilities on the consolidated balance sheet. The Company initially recorded the warrant liabilities equal to their estimated fair value of $325,891. Such amount was also recorded as a reduction of additional paid-in capital. The Company is required to mark-to-market the warrant liabilities at the end of each reporting period. For the year ended December 31, 2014, the Company recorded a gain on the change in fair value of the cashless exercise features of $163,480, and as of December 31, 2014, the fair value of the cashless exercise features was $43,227. The fair value of the cashless exercise features was $206,707 as of December 31, 2013.


The sales of securities in this offering triggered the anti-dilution rights set forth in the July Private Investor SPA. As a result, in connection with the October 25, 2013 closing, the per post-split share purchase price set forth in the July Private Investor SPA was reduced to $0.5444 resulting in the issuance of 178,726 additional post-split shares of common stock. In connection with the November 8, 2013 closing, the per post-split share purchase price set forth in the July Private Investor SPA was further reduced to $0.5368 resulting in the issuance of 27,307 additional post-split shares of common stock.


 d)     Registration Statement


The Company filed a registration statement on Form S-1 with the SEC to register the public resale of the shares of common stock issued in the 2013 Securities Purchase Agreements described above. The registration statement was declared effective on December 31, 2013.


      e)     Securities Purchase Agreement dated November 13, 2014


Pursuant to a Securities Purchase Agreement, dated November 13, 2014, by and between the Company and a number of private and institutional investors (the “November 2014 Private Investor SPA”), the Company issued to certain private investors 7,974,999 post-split shares of common stock and warrants to purchase an additional 11,962,501 post-split shares of common stock for aggregate gross proceeds of $1,595,000. In addition, for each share purchased in this offering, the investors surrendered to the Company for cancellation a warrant to acquire one share of our common stock which we previously issued in a private placement transaction in November 2013. This resulted in the cancellation of warrants to purchase an aggregate of 7,974,999 post-split shares of common stock. The public resale of these shares was included in an effective registration statement we previously filed with the Securities and Exchange Commission.  


The warrants have a term of five years and an exercise price of $0.30 per post-split share. Warrants to purchase 5,981,251 post-split shares of common stock were immediately exercisable. The remaining warrants to purchase 5,981,250 post-split shares of common stock became exercisable on the completion of a 1 - for - 2 reverse split of our common stock in February 2015.


The warrants have customary anti-dilution protections including a “full ratchet” anti-dilution adjustment provision. In addition, if at any time between now and the two year anniversary of the effective date of the registration statement covering the public resale of such shares, the Company sells or issues shares of common stock or securities that are convertible into common stock at a price lower than $0.20 per share, the Company will be required to issue additional shares of common stock for no additional consideration.


The warrants are exercisable on a cashless basis if at any time there is no effective registration statement covering the resale of the shares of common stock underlying the warrants.


Based on an evaluation as discussed in FASB ASC 815-15, “Embedded Derivatives” and FASB ASC 815-40-15, “Contracts in Entity’s Own Equity - Scope and Scope Exceptions,” the Company determined that the anti-dilution feature in the common stock issued was not considered indexed to its own stock because neither the occurrence of a sale of equity securities by the issuer at market nor the issuance of another equity contract with a lower strike price is an input to the fair value of a fixed-for-fixed option or forward on equity shares.  As such, the anti-dilution features should be bifurcated from the common stock and accounted for as a derivative liability.


The Company valued the anti-dilution feature using a Monte Carlo simulation at both the date of issuance and December 31, 2014 and determined that the anti-dilution feature had no value.


The Company filed a registration statement on Form S-1 with the SEC to register the public resale of 13,956,250 of the shares of common stock issued in the 2014 Securities Purchase Agreement described above. The registration statement was declared effective on January 29, 2015.


f)     Employees’ exercise options


During the year ended December 31, 2014, 54,166 stock options were exercised resulting in the cashless issuance of 28,173 post-split shares of common stock. During the year ended December 31, 2013, 89,999 stock options were exercised resulting in the cashless issuance of 50,279 post-split shares of common stock.


3. Warrants


The Company has issued warrants to certain creditors, investors, investment bankers and consultants. A summary of warrant activity is as follows:


   

Total Warrants

   

Weighted

average

exercise

price

   

Weighted

average

remaining

life

(in years)

   

Aggregate

intrinsic

value

 
                                 

Outstanding, as of January1, 2013

    4,125,000     $ 0.60       2.97          
                                 

Granted

    15,209,579       0.50                  

Exercised

    —       —                  

Forfeited

    —       —                  

Expired

    —       —                  

Outstanding, as of December 31, 2013

    19,334,579       0.52       2.79       —  

Granted

    11,962,501       0.30                  

Exercised

    (150,000

)

    0.20                  

Forfeited

    (7,974,999

)

    0.50                  

Expired

    (125,000

)

    0.60                  

Repurchased

    (4,000,000

)

    0.60                  

Vested or expected to vest at December 31, 2014

    19,047,081       0.37       3.91       —  

Exercisable at December 31, 2014

    13,065,816     $ 0.41       3.47       —  

On August 15, 2013, the Company issued a warrant to purchase 150,000 post-split shares of the Company’s common stock to an independent contractor. On March 11, 2014, the warrant was exercised on a cashless basis resulting in the issuance of 76,830 post-split shares of common stock.


The cashless exercise feature contained in the warrant was considered to be a derivative and the Company recorded a warrant liability on the condensed consolidated balance sheet. The Company recorded the warrant liability equal to its estimated fair value. The Company was required to mark-to-market the warrant liabilities at the end of each reporting period. As the warrant was exercised, the Company marked-to-market the warrant on the day before the exercise and such value was then transferred to additional paid-in capital. For the year ended December 31, 2014, the Company recorded a loss on the change in fair value of the cashless exercise feature of $6,227. $42,597, the value of the cashless exercise feature as of March 10, 2014, was transferred to additional paid-in capital. The fair value of the cashless exercise feature was $36,370 as of December 31, 2013.


On January 27, 2014, the Company repurchased a warrant for the purchase of 4,000,000 post-split shares of common stock from the Shaar Fund Ltd. at a purchase price of $150,000.   The warrant was exercisable at a strike price of $0.60 per post-split share through December 31, 2015.