Subsequent events	3 Months Ended
Dec. 31, 2013
Subsequent Events [Abstract]
Subsequent events	On January 29, 2014, Mr. Rob DeSantis resigned from his position as a director of SpendSmart Networks, Inc. (the “Company”). *SMS Acquisition* On February 11, 2014, SpendSmart Networks, Inc., a Colorado corporation (“we,” “us,” “our,” or the “Company”), entered into subscription agreements (“Subscription Agreement”) with accredited investors pursuant to which we issued 1,131,099 shares of our newly designated Series C Convertible Preferred Stock (the “Series C Preferred Stock”) and warrants to purchase 4,524,396 shares of our common stock (the “Common Stock”) exercisable during the five-year period commencing on the date of issuance at $1.10 per share (the “Warrants”). This offering resulted in gross proceeds to us of approximately $3,393,270. The placement agent, a FINRA registered broker-dealer, in connection with the financing received a cash fee totaling $534,327 and will receive warrants to purchase up to 113,110 shares of common stock at an exercise price of $1.265 per share as compensation. The Series C Preferred Stock and the Warrants were offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemptions provided by Section 4(2) of the Securities Act and Regulation D promulgated thereunder. On February 11, 2014, immediately following the closing described above, the Company, through its wholly-owned subsidiary SpendSmart Networks, Inc., a California corporation (the “Subsidiary”), purchased substantially all of the assets of Intellectual Capital Management, Inc., d/b/a SMS Masterminds (“SMS”) a Nevada corporation, pursuant to the terms of an Asset Purchase Agreement (the “Asset Purchase Agreement”). In conjunction with the purchase of substantially all of the assets of SMS, the Company, through the Subsidiary acquired all of the goodwill owned by Alex Minicucci, the Chief Executive Officer of SMS, relating to SMS, pursuant to the terms of a Goodwill Purchase Agreement (the “Goodwill Purchase Agreement”) (the closing of the Asset Purchase Agreement and Goodwill Purchase Agreement collectively referred to as the “SMS Acquisition”). Pursuant to the Asset Purchase Agreement, the Company acquired all of the assets of SMS. In consideration of the purchased assets, the Company agreed to issue to SMS five million two hundred and fifty thousand shares of the Company’s common stock. Pursuant to the Goodwill Purchase Agreement, the Company agreed to pay Mr. Minicucci: (i) cash in the amount of four hundred and fifty thousand dollars in the aggregate upon the closing of a minimum of three million dollars in gross proceeds raised in a financing transaction; (ii) cash in the amount of four hundred and fifty thousand dollars in the aggregate upon the closing of a minimum of seven million dollars in gross proceeds raised in a financing transaction; (iii) an earn-out payment relating to fifteen percent of the earnings generated by the SMS after the acquisition; and (iv) an additional earn-out payment tied to the EBITDA of the Company after the acquisition of SMS. On February 11, 2014, in conjunction with the closing of the SMS Acquisition, Mr. Alex Minicucci was appointed as the Chief Executive Officer and a director of the Company. Mr. Alex Minicucci is a serial entrepreneur with an 18 year background in web, ecommerce, and mobile marketing. In November 2008, Mr. Minicucci founded SMS Masterminds, subsequently earning several recognitions such as ‘Top 20 under 40 Entrepreneur in 2013. From 2006 to 2008, he served as Chief Operating Officer of TechXpress, Inc., a managed services IT firm. Between 2000 and 2003, Mr. Minicucci built and sold one of the nation’s largest virtual tour providers, USA Virtual Tours, to MediaNews Group. In the late 90’s, Mr. Minicucci started and ran one of the first web development firms in central California, TooPhat.com, Inc., focused on next generation web development combined with interactive 3D environments. Mr. Minicucci is an Eagle Scout and active mentor to business students at Cal Poly San Luis Obispo. In connection with the appointment of Mr. Minicucci as Chief Executive Officer, the Company and Mr. Minicucci entered into an employment agreement (the “Minicucci Employment Agreement”). The Minicucci Employment Agreement has an initial term of three years. The Minicucci Employment Agreement provides for the payment of a base salary of $375,000 per year (subject to discretionary increases by the Board). The Minicucci Employment Agreement provides that Mr. Minicucci is entitled to usual and customary benefits and also contains usual and customary restrictive covenants (including non-competition, non-solicitation and confidentiality). In conjunction with Mr. Minicucci’s appointment, Mr. Michael R. McCoy resigned from his position as Chief Executive Officer of the Company. Mr. McCoy’s resignation was not the result of any disagreements with the Company. Mr. McCoy will continue to serve in his capacity as a director of the Company. On March 19, 2014, the board approved a compensation plan whereby each Director will receive an annual retainer in the amount of $20,000, a board meeting participation fee of $3,500 per meeting, annual option grants entitling each Director to purchase up to 45,000 shares of the company’s common stock, a committee meeting participation fee of $1,500 per meeting, and $5,000 annually to each committee chair. Effective as of June 20, 2014, the Company was re-domiciled from Colorado to Delaware. Effective as of June 20, 2014, we filed an amendment to our Certificate of Incorporation changing our name to “SpendSmart Networks, Inc.” On August 4, 2014, the Company, the Subsidiary and Alex Minicucci, the Company’s Chief Executive Officer, entered into an amendment to the Goodwill Purchase Agreement, which was initially executed on December 18, 2013 in conjunction with the acquisition of substantially all of the assets of SMS. Pursuant to the amendment to the Goodwill Purchase Agreement, the Minimum Earn Out Payments (as defined in the amendment) shall be payable in one lump sum at the Company’s discretion. The Company made such Minimum Earn Out Payment in the amount of $270,000 in the aggregate to Mr. Minicucci on August 4, 2014. On August 4, 2014, the Company amended Mr. Minicucci’s employment agreement increasing his annual base salary to $450,000 per annum. On August 27, 2014, the Board of Directors of SpendSmart Networks, Inc. (the “Company”), approved a change to the Company’s year end from September 30th to December 31st, which will take effect immediately. On September 18, 2014, the Company through its wholly-owned subsidiary SpendSmart Networks, Inc., a California corporation (the “Subsidiary”), purchased substantially all of the web related assets of TechXpress, Inc. (“TechXpress”), a California corporation, pursuant to the terms of an Asset Purchase Agreement (the “Asset Purchase Agreement”). In consideration of the purchased assets, the Company agreed to pay a purchase price consisting of $448,884 in cash and shares of the Company’s common stock, $0.001 par value per share, equal to $742,000, or an aggregate of 596,315 shares of the Company’s common stock (the “Stock Consideration”). On October 9, 2014, our Company granted options to purchase up to 525,000 shares of our common stock to 5 of our key licensees and a key employee. The options vest over the next four years; have an exercise price of $1.15 per share; and expire five years after the date of grant.

Subsequent events

3 Months Ended

Dec. 31, 2013

On January 29, 2014, Mr. Rob DeSantis resigned from his position as a director of SpendSmart Networks, Inc. (the “Company”).

SMS Acquisition

On February 11, 2014, SpendSmart Networks, Inc., a Colorado corporation (“we,” “us,” “our,” or the “Company”), entered into subscription agreements (“Subscription Agreement”) with accredited investors pursuant to which we issued 1,131,099 shares of our newly designated Series C Convertible Preferred Stock (the “Series C Preferred Stock”) and warrants to purchase 4,524,396 shares of our common stock (the “Common Stock”) exercisable during the five-year period commencing on the date of issuance at $1.10 per share (the “Warrants”).

This offering resulted in gross proceeds to us of approximately $3,393,270. The placement agent, a FINRA registered broker-dealer, in connection with the financing received a cash fee totaling $534,327 and will receive warrants to purchase up to 113,110 shares of common stock at an exercise price of $1.265 per share as compensation. The Series C Preferred Stock and the Warrants were offered and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemptions provided by Section 4(2) of the Securities Act and Regulation D promulgated thereunder.

On February 11, 2014, immediately following the closing described above, the Company, through its wholly-owned subsidiary SpendSmart Networks, Inc., a California corporation (the “Subsidiary”), purchased substantially all of the assets of Intellectual Capital Management, Inc., d/b/a SMS Masterminds (“SMS”) a Nevada corporation, pursuant to the terms of an Asset Purchase Agreement (the “Asset Purchase Agreement”). In conjunction with the purchase of substantially all of the assets of SMS, the Company, through the Subsidiary acquired all of the goodwill owned by Alex Minicucci, the Chief Executive Officer of SMS, relating to SMS, pursuant to the terms of a Goodwill Purchase Agreement (the “Goodwill Purchase Agreement”) (the closing of the Asset Purchase Agreement and Goodwill Purchase Agreement collectively referred to as the “SMS Acquisition”).

Pursuant to the Asset Purchase Agreement, the Company acquired all of the assets of SMS. In consideration of the purchased assets, the Company agreed to issue to SMS five million two hundred and fifty thousand shares of the Company’s common stock. Pursuant to the Goodwill Purchase Agreement, the Company agreed to pay Mr. Minicucci: (i) cash in the amount of four hundred and fifty thousand dollars in the aggregate upon the closing of a minimum of three million dollars in gross proceeds raised in a financing transaction; (ii) cash in the amount of four hundred and fifty thousand dollars in the aggregate upon the closing of a minimum of seven million dollars in gross proceeds raised in a financing transaction; (iii) an earn-out payment relating to fifteen percent of the earnings generated by the SMS after the acquisition; and (iv) an additional earn-out payment tied to the EBITDA of the Company after the acquisition of SMS.

On February 11, 2014, in conjunction with the closing of the SMS Acquisition, Mr. Alex Minicucci was appointed as the Chief Executive Officer and a director of the Company.

Mr. Alex Minicucci is a serial entrepreneur with an 18 year background in web, ecommerce, and mobile marketing. In November 2008, Mr. Minicucci founded SMS Masterminds, subsequently earning several recognitions such as ‘Top 20 under 40 Entrepreneur in 2013. From 2006 to 2008, he served as Chief Operating Officer of TechXpress, Inc., a managed services IT firm. Between 2000 and 2003, Mr. Minicucci built and sold one of the nation’s largest virtual tour providers, USA Virtual Tours, to MediaNews Group. In the late 90’s, Mr. Minicucci started and ran one of the first web development firms in central California, TooPhat.com, Inc., focused on next generation web development combined with interactive 3D environments. Mr. Minicucci is an Eagle Scout and active mentor to business students at Cal Poly San Luis Obispo.

In connection with the appointment of Mr. Minicucci as Chief Executive Officer, the Company and Mr. Minicucci entered into an employment agreement (the “Minicucci Employment Agreement”). The Minicucci Employment Agreement has an initial term of three years. The Minicucci Employment Agreement provides for the payment of a base salary of $375,000 per year (subject to discretionary increases by the Board). The Minicucci Employment Agreement provides that Mr. Minicucci is entitled to usual and customary benefits and also contains usual and customary restrictive covenants (including non-competition, non-solicitation and confidentiality).

In conjunction with Mr. Minicucci’s appointment, Mr. Michael R. McCoy resigned from his position as Chief Executive Officer of the Company. Mr. McCoy’s resignation was not the result of any disagreements with the Company. Mr. McCoy will continue to serve in his capacity as a director of the Company.

On March 19, 2014, the board approved a compensation plan whereby each Director will receive an annual retainer in the amount of $20,000, a board meeting participation fee of $3,500 per meeting, annual option grants entitling each Director to purchase up to 45,000 shares of the company’s common stock, a committee meeting participation fee of $1,500 per meeting, and $5,000 annually to each committee chair.

Effective as of June 20, 2014, the Company was re-domiciled from Colorado to Delaware. Effective as of June 20, 2014, we filed an amendment to our Certificate of Incorporation changing our name to “SpendSmart Networks, Inc.”

On August 4, 2014, the Company, the Subsidiary and Alex Minicucci, the Company’s Chief Executive Officer, entered into an amendment to the Goodwill Purchase Agreement, which was initially executed on December 18, 2013 in conjunction with the acquisition of substantially all of the assets of SMS. Pursuant to the amendment to the Goodwill Purchase Agreement, the Minimum Earn Out Payments (as defined in the amendment) shall be payable in one lump sum at the Company’s discretion. The Company made such Minimum Earn Out Payment in the amount of $270,000 in the aggregate to Mr. Minicucci on August 4, 2014.

On August 4, 2014, the Company amended Mr. Minicucci’s employment agreement increasing his annual base salary to $450,000 per annum.

On August 27, 2014, the Board of Directors of SpendSmart Networks, Inc. (the “Company”), approved a change to the Company’s year end from September 30th to December 31st, which will take effect immediately.

On September 18, 2014, the Company through its wholly-owned subsidiary SpendSmart Networks, Inc., a California corporation (the “Subsidiary”), purchased substantially all of the web related assets of TechXpress, Inc. (“TechXpress”), a California corporation, pursuant to the terms of an Asset Purchase Agreement (the “Asset Purchase Agreement”). In consideration of the purchased assets, the Company agreed to pay a purchase price consisting of $448,884 in cash and shares of the Company’s common stock, $0.001 par value per share, equal to $742,000, or an aggregate of 596,315 shares of the Company’s common stock (the “Stock Consideration”).

On October 9, 2014, our Company granted options to purchase up to 525,000 shares of our common stock to 5 of our key licensees and a key employee. The options vest over the next four years; have an exercise price of $1.15 per share; and expire five years after the date of grant.