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Most Favored Nation Rights
6 Months Ended
Jun. 30, 2015
Notes to Financial Statements  
Note 11 - Most Favored Nation Rights

If, prior to December 31, 2016 for Series A-2 units and prior to December 31, 2015 for Series B-1 units, the Company closes a financing or series of financing with gross proceeds in excess of $50,000 and terms and conditions more favorable than the terms and conditions provided for in the respective Series A-2 or B-1 subscription agreement, the holders of a Series A-2 and/or B-1 unit may exchange all or any part of the unit at $35 per unit plus accrued dividends for the securities issued in the subsequent financing on the same terms of such subsequent financing.

 

Because the Series A-2 and B-1 units contain certain embedded features that could affect the ultimate settlement of the Series A-2 and B-1 units, the Company analyzed the instrument for embedded derivatives that require bifurcation. In connection with this analysis, the Company’s determined that the Series A-2 and B-1 units are more akin to equity than debt and that the embedded features were clearly and closely related to the economic characteristics and risks of the unit. As a result, the Company concluded that the embedded features would not need to be bifurcated from the unit. Any benefit received by the holder related to the exercise of the Most Favored Nation (MFN) exchange right would be recognized upon the occurrence of the contingent events based on its intrinsic value at the commitment date.

 

In April 2015, the Company agreed with a holder of 5,000 Series B-1 units that in the event the MFN right is triggered, he will waive such right and the Company will issue him 250,000 Series ‘15- I warrants in exchange for 250,000 warrants expiring March 15, 2016 that such holder acquired as part of his purchase of Series B-1 units. As of June 30, 2015, it was considered probable that the MFN will be triggered and the Company recorded other expense in the amount of $18,000 representing the difference in fair value between the warrants to be issued and the warrants to be forfeited.