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Common Stock
6 Months Ended
Jan. 31, 2012
Common Stock [Abstract]  
Common Stock

7. Common Stock

On October 24, 2011, we entered into a one year service agreement for investor relations services. We issued 150,000 shares of our common stock, with a value of $97,000, for these services. The value was capitalized to prepaid expenses and is being amortized over the term of the agreement. During the three and six months ended January 31, 2012, we recognized $24,000 of expense related to these services.

In April 2011, we entered into a sales agreement with an investment banking firm. On December 14, 2011, we terminated such sales agreement and, consequently, there have been no sales of our common stock under the sales agreement since its termination. Under the terms of the sales agreement, we were permitted to offer and sell shares of our common stock having an aggregate offering price of up to $7,000,000. The sales were made, from time to time, through the investment bank in "at the market" offerings, as defined by the SEC, and were made pursuant to our effective shelf registration statement previously filed with the SEC. During the three and six months ended January 31, 2012, we sold 373,544 and 1,337,091 shares, respectively, of our common stock pursuant to these offerings, for net proceeds of $228,000 and $948,000, respectively.

On December 14, 2011, we entered into a purchase agreement, or the $7.5M Purchase Agreement, and a registration rights agreement, or the Registration Rights Agreement, with Lincoln Park Capital Fund, LLC, or Lincoln Park, pursuant to which Lincoln Park has agreed to purchase from us up to $7,500,000 in shares of our common stock from time to time over the 36-month period commencing on the date of the effectiveness of a registration statement for the resale of such shares that we must file with the SEC pursuant to the terms of such agreements. Lincoln Park has agreed to extend the filing deadline regarding the resale registration statement such that we are currently required to file such registration statement on or before March 30, 2012. We do not have the right to commence any sales to Lincoln Park under the $7.5M Purchase Agreement until the SEC has declared effective the resale registration statement, but after such registration statement is declared effective, we may direct Lincoln Park, from time to time and at our sole discretion (subject to the terms and conditions thereof), to purchase shares of our common stock at a purchase price per share based on the prevailing market prices of our common stock immediately preceding each notice of sale to Lincoln Park. There is no upper limit on the price per share that Lincoln Park could be obligated to pay for our common stock under the $7.5M Purchase Agreement, but in no event will such shares be sold to Lincoln Park at a price of less than $0.25 per share. As consideration for its commitment to purchase shares of our common stock pursuant to the $7.5M Purchase Agreement, in December 2011, we issued to Lincoln Park 470,711 shares of our common stock at no cost to Lincoln Park. Such shares will be registered for resale pursuant to the registration statement that we must file as described above.

On December 15, 2011, we entered into an additional purchase agreement, or the $2.5M Purchase Agreement, with Lincoln Park, pursuant to which Lincoln Park has agreed to purchase from us up to $2,500,000 in shares of our common stock. Under the terms of the $2.5M Purchase Agreement, Lincoln Park initially purchased 1,347,709 shares of our common stock at a price per share of $0.371 for an aggregate amount of approximately $500,000. We may direct Lincoln Park, from time to time and at our sole discretion (subject to the terms and conditions thereof) over a 36-month period after the initial purchase, to purchase shares of our common stock at a purchase price per share based on the prevailing market prices of our common stock immediately preceding each notice of sale to Lincoln Park. The shares sold to Lincoln Park pursuant to the $2.5M Purchase Agreement are made pursuant to our effective shelf registration statement previously filed with the SEC, as supplemented by our registration statement on Form S-3MEF. As with the $7.5M Purchase Agreement, there is no upper limit on the price per share that Lincoln Park could be obligated to pay for our common stock under the $2.5M Purchase Agreement, but in no event will such shares be sold to Lincoln Park at a price of less than $0.25 per share. As consideration for its commitment to purchase shares of our common stock under to the $2.5M Purchase Agreement, in December 2011, we issued to Lincoln Park an additional 156,904 shares of our common stock at no cost to Lincoln Park. Such shares were registered for resale pursuant to our currently effective registration statement as described above.

In connection with our agreements with Lincoln Park, as of January 31, 2012, we recorded deferred offering costs of $404,000. Of this amount, $108,000 represents fees associated with the offering, and $296,000 represents the fair market value of the 627,615 shares of our common stock issued to Lincoln Park as commitment shares. The deferred offering costs were recorded on our balance sheet and will be amortized as we utilize the purchase agreements.

During the three months ended January 31, 2012, we sold 2,347,709 shares of our common stock to Lincoln Park pursuant to the $2.5M Purchase Agreement. Net proceeds from the sale of these shares were $729,000. As of January 31, 2012, we had $1,666,580 remaining on our shelf registration statement.

In connection with the sale of our common stock to Lincoln Park pursuant to the $2.5M Purchase Agreement and the $7.5M Purchase Agreement, we agreed to pay a cash fee to Wharton Capital Markets LLC, or Wharton, pursuant to an engagement letter dated December 8, 2011, in an amount equal to 6% of the aggregate gross proceeds to us from the issuance and sale of shares to be offered pursuant to our agreements with Lincoln Park. Such amounts become due and payable to Wharton at the time that we actually receive funds from Lincoln Park pursuant to such agreements. Additionally, we agreed to issue to Wharton a warrant, or the Warrant, to purchase 200,000 shares of our common stock with an exercise price of 110% of the closing sale price of our common stock on the date of the issuance of the Warrant. Our payment of cash fees and the issuance of the Warrant to Wharton were subject to our receipt of written confirmation that the Corporate Finance Department of the Financial Industry Regulatory Authority, Inc., or FINRA, had determined not to raise any objection with respect to the fairness or reasonableness of the compensation terms of our arrangement with Wharton. On February 3, 2012, we received the applicable written confirmation from FINRA, and consequently issued to Wharton the Warrant at an exercise price of $0.451 per share. A fair value of $53,000 was estimated for the Warrant using the Black-Sholes valuation method. Neither the Warrant issued to Wharton nor the shares to be issued upon exercise thereof have been or are to be registered for sale or resale under the Securities Act and will be issued in reliance on an exemption from registration under the Securities Act pursuant to Section 4(2) thereof.

Our agreements with Lincoln Park and Wharton are described in more detail in our Current Report on Form 8-K, which we filed with the SEC on December 15, 2011. Additionally, the $7.5M Purchase Agreement, the Registration Rights Agreement, the $2.5M Purchase Agreement, the engagement letter with Wharton, and the Warrant are filed as exhibits to this Quarterly Report on Form 10-Q.