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Note 9 - Preferred Stock
6 Months Ended
Jun. 30, 2013
Preferred Stock [Text Block]  
Preferred Stock [Text Block]

9. Preferred Stock


The Company has authorized 5.0 million preferred shares, of which 2,000 shares designated as Series A preferred stock and 1,065 shares designated as Series B preferred stock were previously issued. All shares of Series A and Series B preferred stock were subsequently converted into shares of the Company's common stock in 2012 and 2013, cancelled and may not be re-issued. As of June 30, 2013, the Company had no shares of preferred stock outstanding.


Series A 0% Convertible Preferred Stock (“Series A Preferred”)


The Company issued 2,000 shares of Series A Preferred at a price of $1,000 per share and warrants to purchase 5.0 million shares of the Company’s common stock in February 2012 for net proceeds of approximately $1.8 million, net of $0.2 million in transactions costs. The Shares of Series A Preferred were convertible into an aggregate of 10.0 million shares of the Company’s common stock. Each share of Series A Preferred was convertible, at the option of the holder thereof, into that number of shares of Common Stock (subject to certain limitations set forth in the Certificate of Designation) determined by dividing the stated value of such share of Series A Preferred, which was initially $1,000, by the conversion price. The initial conversion price, which was subject to adjustment in the event of stock splits or dividends, business combinations, sale of assets or other similar transactions but not as a result of future transactions at lower prices, was $0.20.


The Warrants had an initial exercise price of $0.20 per share, were immediately exercisable, and had a term of five years from the date of issuance. The exercise price and number of shares issuable upon exercise of the warrants were subject to adjustment in the event of stock splits or dividends, business combinations, sale of assets or other similar transactions but not as a result of future transactions at lower prices. The Company allocated the $2.0 million in gross proceeds between the preferred stock and the warrants based on their relative fair values. Based on the Black-Scholes option pricing model (volatility – 110%, risk free rate – 0.82%, dividends – zero, weighted average life – 5 years), we allocated approximately $0.6 million to the warrants. The warrants met the requirements of and were being accounted for as equity in accordance with ASC 815-40.


The convertible feature of the Series A Preferred provided for a rate of conversion that was below market value at the commitment date. Such feature is normally characterized as a BCF. Pursuant to ASC 470-20, the estimated fair value of the BCF is recorded as a dividend if it is related to preferred stock. The Series A Preferred was immediately convertible and contained a BCF. Therefore, the Company recorded a BCF of approximately $1.2 million as a deemed dividend in 2012.


In September 2012, the Company agreed to reduce the conversion price of the Series A Preferred, which was originally convertible at $0.20 per share, to $0.08 per share. The Company also reduced the exercise price of its outstanding common stock purchase warrants that were issued in connection with the Series A Preferred, exercisable for 5.0 million shares of common stock, from $0.20 per share to $0.10 per share. The reduction in conversion price of the Company’s Series A Preferred and exercise price of the common stock purchase warrants resulted in approximately $0.4 million being recorded as a deemed dividend in 2012.


As of June 30, 2013, all 2,000 shares of the Series A Preferred had been converted into approximately 11.8 million shares of the Company’s common stock. As a result, there are no shares of the Series A Preferred outstanding at June 30, 2013.


Series B 0% Convertible Preferred Stock (“Series B Preferred”)


The Company issued 1,065 shares of Series B Preferred at a price of $1,000 per share and warrants to purchase approximately 3.1 million shares of the Company’s common stock in April 2012 for net proceeds of approximately $1.0 million, net of $0.1 million in transactions costs. The shares of Series B Preferred were convertible into an aggregate of approximately 6.3 million shares of the Company’s common stock. Each share of Series B Preferred was convertible, at the option of the holder thereof, into that number of shares of common stock (subject to certain limitations set forth in the Certificate of Designation) determined by dividing the stated value of such share of Series B Preferred, which was initially $1,000, by the conversion price. The initial conversion price, which was subject to adjustment in the event of stock splits or dividends, business combinations, sale of assets or other similar transactions but not as a result of future transactions at lower prices, was $0.17.


The Warrants had an initial exercise price of $0.17 per share, were immediately exercisable, and had a term of five years from the date of issuance. The exercise price and number of shares issuable upon exercise of the warrants were subject to adjustment in the event of stock splits or dividends, business combinations, sale of assets or other similar transactions but not as a result of future transactions at lower prices. The Company allocated the $1.1 million in gross proceeds between the preferred stock and the warrants based on their relative fair values. Based on the Black-Scholes option pricing model (volatility – 110%, risk free rate – 1.01%, dividends – zero, weighted average life – 5 years), we allocated approximately $0.3 million to the warrants. The warrants met the requirements of and were being accounted for as equity in accordance with ASC 815-40.


The convertible feature of the Series B Preferred was a BCF, which the Company recorded as a deemed dividend of approximately $0.8 million in 2012.


In September 2012, the Company agreed to reduce the conversion price of the Series B Preferred to $0.08 per share. The Company also reduced the exercise price of its outstanding common stock purchase warrants that were issued in connection with the Series B Preferred, exercisable for approximately 3.1 million shares of common stock, from $0.17 per share to $0.10 per share. The reduction in conversion price of the Series B Preferred and exercise price of the common stock purchase warrants resulted in approximately $1.2 million being recorded as a deemed dividend in 2012.


As of June 30, 2013, all 1,065 shares of the Series B Preferred had been converted into approximately 13.3 million shares of the Company’s common stock. As a result, there are no shares of the Series B Preferred outstanding at June 30, 2013.