MYOS CORPORATION
|
(Exact name of registrant as specified in its charter)
|
Nevada
|
90-0772394
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
45 Horsehill Road, Suite 106 Cedar Knolls, NJ.
|
07927
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
(973) 509-0444
|
(Registrant’s telephone number, including area code)
|
o Large accelerated filer
|
o Accelerated filer
|
o Non-accelerated filer
|
x Smaller reporting company
|
INDEX
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Page
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2
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2
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3
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4
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5 to 6
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7 to 21
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22
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25
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25
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25
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25
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||
25
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26
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||
26
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||
26
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||
26
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27
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June 30,
|
December 31,
|
|||||||
2013
|
2012
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
$ | 2,599,217 | $ | 3,979,662 | ||||
Accounts receivable
|
232,239 | 201,579 | ||||||
Inventories
|
13,934 | 218,317 | ||||||
Prepaid expenses and other current assets
|
208,431 | 84,388 | ||||||
Total current assets
|
3,053,821 | 4,483,946 | ||||||
Fixed assets, net of accumulated depreciation
|
329,175 | 8,389 | ||||||
Intellectual property
|
2,000,000 | 2,000,000 | ||||||
Intangible assets
|
37,967 | 36,440 | ||||||
Total assets
|
$ | 5,420,963 | $ | 6,528,775 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current liabilities
|
||||||||
Accounts payable and accrued expenses
|
$ | 447,223 | $ | 208,898 | ||||
Total current liabilities
|
447,223 | 208,898 | ||||||
Derivatives liability
|
40,900 | 121,900 | ||||||
Total liabilities
|
488,123 | 330,798 | ||||||
Stockholders' equity
|
||||||||
Preferred stock, $.001 par value; 25,000,000 shares authorized; no shares issued and outstanding
|
- | - | ||||||
Common stock, $.001 par value, 300,000,000 shares authorized; 111,371,282 shares issued and outstanding at June 30, 2013 110,033,282 shares issued and outstanding at December 31, 2012
|
111,371 | 110,033 | ||||||
Additional paid-in capital
|
16,540,909 | 15,733,650 | ||||||
Deficit accumulated during development stage
|
(11,719,440 | ) | (9,645,706 | ) | ||||
Total stockholders' equity
|
4,932,840 | 6,197,977 | ||||||
Total liabilities and stockholders' equity
|
$ | 5,420,963 | $ | 6,528,775 |
April 11, 2007
|
||||||||||||||||||||
(Inception Date)
|
||||||||||||||||||||
Three Months Ended June 30,
|
Six Months Ended June 30,
|
to June 30,
|
||||||||||||||||||
2013
|
2012
|
2013
|
2012
|
2013
|
||||||||||||||||
Revenue
|
$ | 715,339 | $ | 343,889 | $ | 992,713 | $ | 368,429 | $ | 2,003,915 | ||||||||||
Cost of sales
|
317,768 | 292,851 | 444,757 | 301,407 | 1,357,723 | |||||||||||||||
Gross profit
|
397,571 | 51,038 | 547,956 | 67,022 | 646,192 | |||||||||||||||
General and administrative expenses
|
1,382,368 | 593,998 | 2,624,812 | 1,033,007 | 10,500,977 | |||||||||||||||
Loss from operations
|
(984,797 | ) | (542,960 | ) | (2,076,856 | ) | (965,985 | ) | (9,854,785 | ) | ||||||||||
OTHER INCOME (EXPENSE)
|
||||||||||||||||||||
Interest income
|
1,257 | - | 3,122 | - | 11,598 | |||||||||||||||
Interest expense
|
- | (778,761 | ) | (802,508 | ) | (827,020 | ) | |||||||||||||
Value of warrants in excess of the amount of additional paid-in capital received in the related private placement of restricted common stock
|
- | - | - | - | (2,405,303 | ) | ||||||||||||||
Change in fair value of warrants
|
- | (227,685 | ) | - | (245,764 | ) | 4,085,570 | |||||||||||||
Impairment charge - intellectual property
|
- | - | - | - | (2,662,000 | ) | ||||||||||||||
Amortization of deferred financing costs
|
- | (35,451 | ) | - | (69,451 | ) | (80,000 | ) | ||||||||||||
Gain on forgiveness of debt
|
- | - | - | - | 12,500 | |||||||||||||||
1,257 | (1,041,897 | ) | 3,122 | (1,117,723 | ) | (1,864,655 | ) | |||||||||||||
Net income (loss)
|
$ | (983,540 | ) | $ | (1,584,857 | ) | $ | (2,073,734 | ) | $ | (2,083,708 | ) | $ | (11,719,440 | ) | |||||
Weighted average number of common shares outstanding, basic and diluted
|
110,593,153 | 79,944,399 | 110,375,952 | 75,720,132 | ||||||||||||||||
Basic and diluted net loss per share attributable to common stockholders
|
$ | (0.01 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.03 | ) |
Shares
|
Amount $.001 par
|
Additional paid-in capital
|
Deficit accumulated during development stage
|
Total stockholders' equity (deficit)
|
||||||||||||||||
Balance at April 11, 2007
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Common stock issued for cash at $0.0002 per share
|
28,000,000 | 28,000 | (23,000 | ) | 5,000 | |||||||||||||||
Common stock issued for cash at $0.004 per share
|
21,000,000 | 21,000 | 54,000 | 75,000 | ||||||||||||||||
Net loss
|
(60,185 | ) | (60,185 | ) | ||||||||||||||||
Balance at December 31, 2007
|
49,000,000 | 49,000 | 31,000 | (60,185 | ) | 19,815 | ||||||||||||||
Net loss
|
(17,928 | ) | (17,928 | ) | ||||||||||||||||
Balance at December 31, 2008
|
49,000,000 | 49,000 | 31,000 | (78,113 | ) | 1,887 | ||||||||||||||
Net loss
|
(39,308 | ) | (39,308 | ) | ||||||||||||||||
Balance at December 31, 2009
|
49,000,000 | 49,000 | 31,000 | (117,421 | ) | (37,421 | ) | |||||||||||||
Net loss
|
(16,525 | ) | (16,525 | ) | ||||||||||||||||
Balance at December 31, 2010
|
49,000,000 | 49,000 | 31,000 | (133,946 | ) | (53,946 | ) | |||||||||||||
Issuance of 7,024,000 shares of Common Stock to Peak Wellness, Inc. as part of the purchase price of intellectual property
|
7,024,000 | 7,024 | 3,504,976 | 3,512,000 | ||||||||||||||||
Fair value of shares transferred from existing stockholder to the CEO in connection with employment agreement
|
1,500,000 | 1,500,000 | ||||||||||||||||||
Proceeds from private placements of restricted common stock
|
8,334,997 | 8,335 | 2,472,165 | 2,480,500 | ||||||||||||||||
Offering costs
|
(45,000 | ) | (45,000 | ) | ||||||||||||||||
Fair value of warrants issued to private placement investors
|
(2,432,365 | ) | (2,432,365 | ) | ||||||||||||||||
Shares issued for services
|
2,055,000 | 2,055 | 688,138 | 690,193 | ||||||||||||||||
Vesting of options and shares issued to directors and advisory board members
|
360,402 | 360,402 | ||||||||||||||||||
Shares issued in connection with debt
|
400,000 | 400 | 59,600 | 60,000 | ||||||||||||||||
Net loss
|
(5,597,300 | ) | (5,597,300 | ) | ||||||||||||||||
Balance at December 31, 2011
|
66,813,997 | 66,814 | 6,138,916 | (5,731,246 | ) | 474,484 | ||||||||||||||
Proceeds from private placements of restricted common stock
|
34,430,000 | 34,430 | 6,855,560 | 6,889,990 | ||||||||||||||||
Offering costs
|
(178,800 | ) | (178,800 | ) | ||||||||||||||||
Shares issued to COO
|
750,000 | 750 | (750 | ) | - | |||||||||||||||
Shares issued to employee
|
10,000 | 10 | 2,690 | 2,700 | ||||||||||||||||
Shares issued for services
|
3,423,395 | 3,423 | 451,154 | 454,577 | ||||||||||||||||
Shares issued in debt conversions
|
2,885,550 | 2,885 | 1,343,254 | 1,346,139 | ||||||||||||||||
Shares issued in exchange for warrants
|
1,603,673 | 1,604 | 750,579 | 752,183 | ||||||||||||||||
Shares issued for exercise of warrants
|
116,667 | 117 | 11,550 | 11,667 | ||||||||||||||||
Vesting of options and shares issued to officers, directors and advisory board members
|
359,497 | 359,497 | ||||||||||||||||||
Net loss
|
(3,914,460 | ) | (3,914,460 | ) | ||||||||||||||||
Balance at December 31, 2012
|
10,033,282 | 110,033 | 15,733,650 | (9,645,706 | ) | 6,197,977 | ||||||||||||||
Shares issued for services
|
1,338,000 | 1,338 | 177,482 | 178,820 | ||||||||||||||||
Vesting of options and shares issued to officers, directors, advisory board member, consultants and employees
|
629,777 | 629,777 | ||||||||||||||||||
Net loss
|
(2,073,734 | ) | (2,073,734 | ) | ||||||||||||||||
Balance at June 30, 2013
|
111,371,282 | $ | 111,371 | $ | 16,540,909 | $ | (11,719,440 | ) | $ | 4,932,840 |
April 11, 2007
|
||||||||||||
(Inception Date)
|
||||||||||||
Six Months Ended June 30,
|
to June 30,
|
|||||||||||
2013
|
2012
|
2013
|
||||||||||
Cash Flows from Operating Activities
|
||||||||||||
Net loss
|
$ | (2,073,734 | ) | $ | (2,083,708 | ) | $ | (11,719,440 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
Depreciation
|
14,228 | 452 | 15,677 | |||||||||
Amortization
|
- | - | 80,000 | |||||||||
Stock based compensation
|
719,088 | 380,666 | 4,066,457 | |||||||||
Loss on debt conversion
|
- | 883,827 | 760,566 | |||||||||
Impairment charges
|
- | - | 2,662,000 | |||||||||
Interest expense paid in stock
|
- | - | 43,762 | |||||||||
Derivatives charges and credits
|
19,000 | 225,964 | (1,524,533 | ) | ||||||||
Changes in operating assets and liabilities
|
||||||||||||
(Increase) decrease in accounts receivable
|
(30,660 | ) | 15,170 | (232,239 | ) | |||||||
(Increase) decrease in inventories
|
204,383 | 89,704 | (13,934 | ) | ||||||||
(Increase) in deferred financing cost
|
- | 49,451 | - | |||||||||
(Increase) decrease in prepaid expenses and other assets
|
(34,535 | ) | 81,838 | (76,104 | ) | |||||||
Increase (decrease) in accounts payable and accrued expenses
|
138,325 | (353,723 | ) | 259,032 | ||||||||
Net cash used in operating activities
|
(1,043,905 | ) | (710,359 | ) | (5,678,756 | ) | ||||||
Cash Flows from Investing Activities
|
||||||||||||
Acquisition of intellectual property
|
- | - | (450,000 | ) | ||||||||
Acquisition of fixed assets
|
(335,013 | ) | (2,044 | ) | (344,851 | ) | ||||||
Acquisition of intangible assets
|
(1,527 | ) | - | (37,967 | ) | |||||||
Decrease in security deposits
|
- | 10,000 | - | |||||||||
Net cash used in investing activities
|
(336,540 | ) | 7,956 | (832,818 | ) | |||||||
Cash Flows from Financing Activities
|
||||||||||||
(Repayments to) advances from related parties
|
- | (227,023 | ) | 140,434 | ||||||||
Note borrowings
|
- | 65,000 | 19,500 | |||||||||
Repayment of notes payable
|
- | (350,000 | ) | (807,500 | ) | |||||||
Proceeds from (Repayments of) issuance of notes
|
- | - | 540,000 | |||||||||
Proceeds from issuance of stock to initial stockholders
|
- | - | 80,000 | |||||||||
Proceeds from exercise of warrants
|
- | - | 11,667 | |||||||||
Proceeds from private placement of common stock
|
- | 1,725,000 | 9,350,490 | |||||||||
Offering costs
|
- | - | (223,800 | ) | ||||||||
Net cash provided by financing activities
|
- | 1,212,977 | 9,110,791 | |||||||||
Net increase/(decrease) in cash
|
(1,380,445 | ) | 510,574 | 2,599,217 | ||||||||
Cash at beginning of the period
|
3,979,662 | 61,266 | - | |||||||||
Cash at end of the period
|
$ | 2,599,217 | $ | 571,840 | $ | 2,599,217 |
April 11, 2007
|
||||||||||||
(Inception Date)
|
||||||||||||
Six months ended June 30,
|
to June 30,
|
|||||||||||
2013
|
2012
|
2013
|
||||||||||
Supplemental Disclosure of Cash Flow Information:
|
||||||||||||
Total Cash paid for franchise taxes
|
$ | 2,150 | $ | 1,550 | $ | 5,528 | ||||||
Total Cash paid for Interest
|
$ | - | $ | - | $ | 15,892 | ||||||
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
||||||||||||
Offering costs paid by stockholder
|
$ | - | $ | - | $ | 25,000 | ||||||
Conversion of stockholder loan and interest into common stock
|
$ | - | $ | 443,761 | $ | 549,487 | ||||||
Conversion of stockholder loan into capital - no shares issued
|
$ | - | $ | - | $ | 22,256 | ||||||
Conversion of 488,331 warrants into 97,669 common shares
|
$ | - | $ | - | $ | 44,050 | ||||||
Conversion of 7,529,999 warrants into 1,506,004 common shares
|
$ | - | $ | 722,882 | $ | 722,882 | ||||||
Note payable - insurance financing
|
$ | - | $ | - | $ | 42,500 | ||||||
Note issued for accounts payable
|
$ | - | $ | - | $ | 7,500 | ||||||
Acquisition of intellectual property through note payable
|
$ | - | $ | - | $ | 700,000 | ||||||
Financing costs through issuance of restricted common stock
|
$ | - | $ | 20,000 | $ | 80,000 |
Inventory consist of the following:
|
||||||||
June 30,
|
December 31,
|
|||||||
2013
|
2012
|
|||||||
Raw materials
|
$
|
13,934
|
$
|
213,848
|
||||
Work in process
|
-
|
-
|
||||||
Finished goods
|
-
|
4,469
|
||||||
Total Inventory
|
$
|
13,934
|
$
|
218,317
|
Fixed assets consist of the following:
|
||||||||
June 30,
2013
|
December 31,
2012
|
|||||||
Furniture, fixtures and equipment
|
$
|
94,659
|
$
|
3,024
|
||||
Computers and software
|
12,936
|
6,814
|
||||||
Leasehold Improvements
|
232,257
|
-
|
||||||
Other
|
5,000
|
-
|
||||||
Total fixed assets
|
344,852
|
9,838
|
||||||
Less accumulated depreciation
|
(15,677
|
)
|
(1,449
|
)
|
||||
Net book value of fixed assets
|
$
|
329,175
|
$
|
8,389
|
Date
|
Shares
|
Gross Proceeds
|
Related Warrant Liability at
Inception
|
Related Warrant Liability at June 30, 2013
|
||||||||||||
February 25, 2011
|
4,766,666
|
$
|
1,430,000
|
$
|
2,350,251
|
$
|
-
|
|||||||||
May 31, 2011
|
1,409,999
|
423,000
|
1,186,859
|
-
|
||||||||||||
June 27, 2011
|
1,874,999
|
562,500
|
1,243,838
|
-
|
||||||||||||
July 12, 2011
|
83,333
|
25,000
|
57,742
|
-
|
||||||||||||
December 2, 2011
|
200,000
|
40,000
|
-
|
-
|
||||||||||||
February 10, 2012
|
3,250,000
|
325,000
|
-
|
-
|
||||||||||||
February 14, 2012
|
4,000,000
|
400,000
|
-
|
-
|
||||||||||||
March 7, 2012
|
1,000,000
|
100,000
|
-
|
-
|
||||||||||||
March 15, 2012
|
1,750,000
|
175,000
|
-
|
-
|
||||||||||||
March 22, 2012
|
250,000
|
25,000
|
-
|
-
|
||||||||||||
April 9, 2012
|
1,000,000
|
100,000
|
-
|
-
|
||||||||||||
April 24, 2012
|
* 200,000
|
-
|
-
|
-
|
||||||||||||
June 28, 2012
|
2,400,000
|
600,000
|
-
|
-
|
||||||||||||
July 6, 2012
|
20,580,000
|
5,144,990
|
-
|
-
|
||||||||||||
42,764,997
|
$
|
9,350,490
|
$
|
4,838,690
|
$
|
-
|
Grant Date
|
Number of
Warrants
Issued
|
Number of
Warrants
Exchanged, Exercised or Expired
|
Number of
Warrants
Outstanding as of
June 30, 2013
|
Exercise Price
Original/Repriced
|
Expiration
Term in Years
|
|||||||||
February 25, 2011 (A)
|
4,766,666
|
4,766,666
|
-
|
$
|
0.60 /$0.10
|
-
|
||||||||
May 31, 2011 (A)
|
1,409,999
|
1,409,999
|
-
|
$
|
0.60/$0.10
|
-
|
||||||||
June 27, 2011 (A)
|
1,874,999
|
1,874,999
|
-
|
$
|
0.60/$0.10
|
-
|
||||||||
June 27, 2011 (B)
|
100,000
|
100,000
|
-
|
$
|
1.00
|
-
|
||||||||
July 12, 2011 (A)
|
83,333
|
83,333
|
-
|
$
|
0.60/$0.10
|
-
|
||||||||
December 23, 2011 (B)
|
50,000
|
-
|
50,000
|
$
|
1.00
|
.49
|
(A) Private placement warrants (these warrants were subject to down round full ratchet anti dilution provisions and the exercise price was adjusted to $0.10 per share in February 2012)
|
(B) Sponsorship agreement, including put option - see Note 10 - Commitments, Contingencies and Other Comments – Sponsorship Agreement.
|
Shares Under
Warrants
|
Weighted Average
Exercise Price
Original/Repriced
|
|||||||
Balance at January 1, 2012
|
8,284,997
|
$
|
0.61/$0.10
|
|||||
Warrants granted
|
-
|
|||||||
Warrants exercised
|
(116,667
|
)
|
||||||
Warrants cancelled/exchanged/expired
|
(8,018,330
|
)
|
||||||
Balance at December 31, 2012
|
150,000
|
$
|
1.00
|
|||||
Warrants granted
|
-
|
|||||||
Warrants exercised
|
-
|
|||||||
Warrants cancelled/exchanged/expired
|
100,000
|
$
|
1.00
|
|||||
Balance at June 30, 2013
|
50,000
|
$
|
1.00
|
Warrants Outstanding and Exercisable
|
||||||||||
Range of
Exercise Price
|
Warrants Outstanding and
Exercisable
|
Weighted Average Remaining Contractual
Life
|
||||||||
$ | 1.00 |
50,000
|
.49
|
Grant Date
|
Number of Warrants Issued/
Outstanding
|
Stock Price on Measurement Date
|
Exercise
Price
|
Expected
Term
|
Expected
Volatility
|
Dividend
Yield
|
Risk Free
Rate
|
||||||||||||||||||||||
(A)
|
02/25/11
|
4,766,666
|
$
|
0.50
|
$
|
0.60
|
3.00
|
285.20
|
%
|
0.00
|
%
|
1.48
|
%
|
||||||||||||||||
(A)
|
05/31/11
|
1,409,999
|
$
|
0.85
|
$
|
0.60
|
3.00
|
208.89
|
%
|
0.00
|
%
|
0.79
|
%
|
||||||||||||||||
(A)
|
06/27/11
|
1,874,999
|
$
|
0.67
|
$
|
0.60
|
3.00
|
295.31
|
%
|
0.00
|
%
|
0.64
|
%
|
||||||||||||||||
(A)
|
07/12/11
|
83,333
|
$
|
0.70
|
$
|
0.60
|
3.00
|
278.00
|
%
|
0.00
|
%
|
0.42
|
%
|
||||||||||||||||
(B)
|
06/27/11
|
100,000
|
$
|
0.67
|
$
|
1.00
|
2.00
|
213.59
|
%
|
0.00
|
%
|
0.41
|
%
|
||||||||||||||||
(B)
|
12/23/11
|
50,000
|
$
|
0.09
|
$
|
1.00
|
2.00
|
209.00
|
%
|
0.00
|
%
|
0.28
|
%
|
|
Shares Under
Options
|
Weighted Average
Exercise Price
|
||||||
Balance at January 1, 2012
|
1,250,000
|
$
|
0.61
|
|||||
Options granted
|
250,000
|
$
|
0.14
|
|||||
Options exercised
|
-
|
|||||||
Options cancelled/expired
|
-
|
|||||||
Balance at December 31, 2012
|
1,500,000
|
$
|
0.53
|
|||||
Options granted
|
-
|
|||||||
Options exercised
|
-
|
|||||||
Options cancelled/expired
|
-
|
|||||||
Balance at June 30, 2013
|
1,500,000
|
$
|
0.53
|
Grant Date
|
Number of Options
|
Stock Price on Measurement Date
|
Exercise Price
|
Expected Term
|
Expected Volatility
|
Dividend Yield
|
Risk Free Rate
|
|||||||||||||||||||||
07/14/11
|
750,000
|
$
|
0.64
|
$
|
0.64
|
10.00
|
287.00
|
%
|
0.00
|
%
|
2.98
|
%
|
||||||||||||||||
07/26/11
|
250,000
|
$
|
0.69
|
$
|
0.69
|
10.00
|
285.00
|
%
|
0.00
|
%
|
2.99
|
%
|
||||||||||||||||
08/15/11
|
250,000
|
$
|
0.45
|
$
|
0.45
|
10.00
|
284.00
|
%
|
0.00
|
%
|
2.29
|
%
|
||||||||||||||||
05/24/12
|
250,000
|
$
|
0.14
|
$
|
0.14
|
10.00
|
187.00
|
%
|
0.00
|
%
|
1.77
|
%
|
Options Outstanding
|
Options Exercisable
|
|||||||||||||||||||||
Range of
Exercise Price
|
Options
Outstanding
|
Weighted Average Remaining Contractual Life
|
Range of
Exercise Price
|
Options
Exercisable
|
Weighted Average Remaining Contractual Life
|
|||||||||||||||||
$
|
0.64
|
750,000
|
8.04
|
$
|
0.64
|
416,666
|
8.04
|
|||||||||||||||
$
|
0.69
|
250,000
|
8.07
|
$
|
0.69
|
166,666
|
8.07
|
|||||||||||||||
$
|
0.45
|
250,000
|
8.13
|
$
|
0.45
|
166,666
|
8.13
|
|||||||||||||||
$
|
0.14
|
250,000
|
8.90
|
$
|
0.14
|
166,666
|
8.90
|
Issued to
|
Number of
Options
|
Range of
Exercise Price
|
Expiration
Term in Years
|
||||||
Employees
|
112,000
|
$
|
0.20 to 0.25
|
10
|
|||||
Consultants
|
1,157,000
|
$
|
0.20 to 0.25
|
10
|
|||||
Officers
|
1,102,000
|
$
|
0.20 to 0.25
|
10
|
|||||
Directors
|
6,550,000
|
$
|
0.14 to 0.35
|
10
|
|||||
Scientific Advisory Board Member
|
250,000
|
$
|
0.25
|
10
|
|||||
Total
|
9,171,000
|
Grant Date
|
Number of Options
|
Stock Price on Measurement Date
|
Exercise Price
|
Expected Term
|
Expected Volatility
|
Dividend Yield
|
Risk Free Rate
|
|||||||||||||||||||||
11/20/12
|
6,000
|
$
|
0.20
|
$
|
0.20
|
10.00
|
166.00
|
%
|
0.00
|
%
|
1.66
|
%
|
||||||||||||||||
01/01/13
|
150,000
|
$
|
0.19
|
$
|
0.22
|
10.00
|
164.00
|
%
|
0.00
|
%
|
2.00
|
%
|
||||||||||||||||
01/07/13
|
350,000
|
$
|
0.20
|
$
|
0.20
|
10.00
|
166.00
|
%
|
0.00
|
%
|
1.92
|
%
|
||||||||||||||||
01/07/13
|
2,000,000
|
$
|
0.20
|
$
|
0.25
|
10.00
|
166.00
|
%
|
0.00
|
%
|
1.92
|
%
|
||||||||||||||||
02/07/13
|
5,000,000
|
$
|
0.20
|
$
|
0.35
|
10.00
|
164.00
|
%
|
0.00
|
%
|
1.99
|
%
|
||||||||||||||||
02/07/13
|
450,000
|
$
|
0.20
|
$
|
0.25
|
10.00
|
164.00
|
%
|
0.00
|
%
|
1.99
|
%
|
||||||||||||||||
02/08/13
|
250,000
|
$
|
0.19
|
$
|
0.20
|
10.00
|
164.00
|
%
|
0.00
|
%
|
2.00
|
%
|
||||||||||||||||
02/28/13
|
100,000
|
$
|
0.20
|
$
|
0.25
|
10.00
|
158.00
|
%
|
0.00
|
%
|
1.89
|
%
|
||||||||||||||||
04/01/13
|
150,000
|
$
|
0.14
|
$
|
0.14
|
10.00
|
160.00
|
%
|
0.00
|
%
|
1.86
|
%
|
||||||||||||||||
05/06/13
|
400,000
|
$
|
0.12
|
$
|
0.25
|
10.00
|
161.00
|
%
|
0.00
|
%
|
1.80
|
%
|
||||||||||||||||
05/20/13
|
10,000
|
$
|
0.12
|
$
|
0.25
|
10.00
|
161.00
|
%
|
0.00
|
%
|
1.97
|
%
|
||||||||||||||||
05/21/13
|
200,000
|
$
|
0.12
|
$
|
0.25
|
10.00
|
161.00
|
%
|
0.00
|
%
|
1.94
|
%
|
||||||||||||||||
05/24/13
|
5,000
|
$
|
0.13
|
$
|
0.25
|
10.00
|
160.00
|
%
|
0.00
|
%
|
2.01
|
%
|
||||||||||||||||
06/10/13
|
100,000
|
$
|
0.16
|
$
|
0.25
|
10.00
|
160.00
|
%
|
0.00
|
%
|
2.22
|
%
|
Shares Under
Options
|
Weighted Average
Exercise Price
|
|||||||
Balance at January 1, 2012
|
-
|
|||||||
Options granted
|
8,000
|
$
|
0.20
|
|||||
Options exercised
|
-
|
|||||||
Options cancelled/expired
|
-
|
|||||||
Balance at December 31, 2012
|
8,000
|
$
|
0.20
|
|||||
Options granted
|
9,165,000
|
$
|
0.30
|
|||||
Options exercised
|
-
|
|||||||
Options cancelled/expired
|
(2,000)
|
$
|
0.20
|
|||||
Balance at June 30, 2013
|
9,171,000
|
$
|
0.30
|
Options Outstanding
|
Options Exercisable
|
|||||||||||||||||||||
Range of
Exercise Price
|
Options
Outstanding
|
Weighted Average Remaining Contractual Life
|
Range of
Exercise Price
|
Options
Exercisable
|
Weighted Average Remaining Contractual Life
|
|||||||||||||||||
$
|
0.14
|
150,000
|
9.76
|
$
|
0.14
|
-
|
-
|
|||||||||||||||
$
|
0.20
|
606,000
|
9.56
|
$
|
0.20
|
159,333
|
9.57
|
|||||||||||||||
$
|
0.22
|
150,000
|
9.78
|
$
|
0.22
|
-
|
-
|
|||||||||||||||
$
|
0.25
|
3,265,000
|
9.62
|
$
|
0.25
|
333,332
|
9.53
|
|||||||||||||||
$
|
0.35
|
5,000,000
|
9.61
|
$
|
0.35
|
-
|
-
|
Six months ended June 30,
|
2013
|
2012
|
||||||
Current
|
$
|
800
|
$
|
1,550
|
||||
Deferred
|
-
|
-
|
||||||
Total
|
$
|
800
|
$
|
1,550
|
June 30,
2013
|
December 31,
2012
|
|||||||
Deferred tax assets:
|
||||||||
Goodwill
|
$
|
616,126
|
$
|
672,348
|
||||
Net operating losses
|
2,882,264
|
2,133,004
|
||||||
Other
|
1,582
|
1,542
|
||||||
Total deferred tax assets
|
3,499,972
|
2,806,894
|
||||||
Valuation allowance
|
(3,490,901
|
)
|
(2,804,632
|
)
|
||||
Total net deferred tax assets
|
9,071
|
2,262
|
||||||
Deferred tax liabilities:
|
||||||||
Depreciation
|
(9,071
|
)
|
(2,262
|
)
|
||||
Total deferred tax liabilities
|
(9,071
|
)
|
(2,262
|
)
|
||||
Net deferred tax asset
|
$
|
-
|
$
|
-
|
June 30, 2013
|
June 30, 2012
|
|||||||
Statutory federal income tax rate
|
34.00
|
%
|
34.00
|
%
|
||||
State taxes, net of federal tax benefit
|
5.94
|
%
|
5.00
|
%
|
||||
Valuation allowance
|
(39.94
|
)%
|
(39.00
|
)%
|
||||
Net deferred tax asset
|
-
|
%
|
-
|
%
|
Year Ending December 31,
|
Amount
|
|||
2013
|
$
|
23,404
|
||
2014
|
59,434
|
|||
2015
|
65,095
|
|||
2016
|
67,163
|
|||
2017
|
39,623
|
|||
Total
|
$
|
254,719
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
Quantitative and Qualitative Disclosures About Market Risk.
|
Controls and Procedures.
|
No.
|
Description
|
|
31.1
|
Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
31.2
|
Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
32.1
|
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f 2002
|
|
32.2
|
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f 2002
|
|
101.CAL *
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.SCH *
|
XBRL Taxonomy Extension Schema Document
|
|
101.DEF *
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB *
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
101.PRE *
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
|
MYOS CORPORATION | ||
Date: August 13, 2013
|
By: |
/s/ Carl DeFreitas
|
Name: Carl DeFreitas
|
||
Title: Chief Financial Officer
|
Income Taxes
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INCOME TAXES | NOTE 9 - INCOME TAXES
Income tax expense for the six months ended June 30, 2013 and 2012 is shown as follows:
The effects of temporary differences between the financial reporting and income tax bases of assets and liabilities which give rise to the deferred tax assets and liabilities are presented below:
The valuation allowance for the deferred tax asset increased by $686,269 for the six months ended June 30, 2013.
The Company has net operating losses amounting to approximately $7,335,385 that expire in various periods through 2033. The ultimate realization of the net operating losses is dependent upon future taxable income, if any, of the Company and may be limited in any one period by alternative minimum tax rules. Although management believes that the Company will have sufficient future taxable income to absorb the net operating loss carryovers before the expiration of the carryover period, the current global economic crisis imposes additional profitability risks that are beyond the Company’s control. Accordingly, management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time.
Internal Revenue Code Section 382 imposes limitations on the use of net operating loss carryovers when the stock ownership of one or more 5% shareholders (shareholders owning 5% or more of the Company’s outstanding capital stock) has increased by more than 50 percentage points. Management intends to carefully monitor share ownership of 5% shareholders but cannot control the ownership changes occurring as a result of public trading of the Company’s Common Stock. Accordingly,
there is a risk of an ownership change beyond the control of the Company that could trigger a limitation of the use of the loss carryover.
The Company has no uncertain income tax positions.
The tax years ended December 31, 2007 through 2012 are open for examination by federal and state taxing authorities.
The statutory federal income tax rate and the effective rate are reconciled as follows:
|
Consolidated Statements of Operations (Unaudited) (USD $)
|
3 Months Ended | 6 Months Ended | 75 Months Ended | ||
---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
|
Statements of Operations [Abstract] | |||||
Revenue | $ 715,339 | $ 343,889 | $ 992,713 | $ 368,429 | $ 2,003,915 |
Cost of sales | 317,768 | 292,851 | 444,757 | 301,407 | 1,357,723 |
Gross profit | 397,571 | 51,038 | 547,956 | 67,022 | 646,192 |
General and administrative expenses | 1,382,368 | 593,998 | 2,624,812 | 1,033,007 | 10,500,977 |
Loss from operations | (984,797) | (542,960) | (2,076,856) | (965,985) | (9,854,785) |
OTHER INCOME (EXPENSE) | |||||
Interest income | 1,257 | 3,122 | 11,598 | ||
Interest expense | (778,761) | (802,508) | (827,020) | ||
Value of warrants in excess of the amount of additional paid-in capital received in the related private placement of restricted common stock | (2,405,303) | ||||
Change in fair value of warrants | (227,685) | (245,764) | 4,085,570 | ||
Impairment charge - intellectual property | (2,662,000) | ||||
Amortization of deferred financing costs | (35,451) | (69,451) | (80,000) | ||
Gain on forgiveness of debt | 12,500 | ||||
TOTAL OTHER INCOME (EXPENSES) | 1,257 | (1,041,897) | 3,122 | (1,117,723) | (1,864,655) |
Net income (loss) | $ (983,540) | $ (1,584,857) | $ (2,073,734) | $ (2,083,708) | $ (11,719,440) |
Weighted average number of common shares outstanding, basic and diluted | 110,593,153 | 79,944,399 | 110,375,952 | 75,720,132 | |
Basic and diluted net loss per share attributable to common stockholders | $ (0.01) | $ (0.02) | $ (0.02) | $ (0.03) |
Private Placements of Restricted Common Stock
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Private Placements of Restricted Common Stock [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PRIVATE PLACEMENTS OF RESTRICTED COMMON STOCK | NOTE 2 - PRIVATE PLACEMENTS OF RESTRICTED COMMON STOCK
During April 2007, the Company sold 28,000,000 (after adjusting for the 1 to 14 split) shares of its common stock to its founders for cash proceeds of $5,000. During December 2007, the company sold 21,000,000 (after adjusting for the 1 to 14 split) shares of its common stock in a private placement for cash proceeds of $75,000.
From February 25 through July 12, 2011, the Company issued an aggregate of 8,134,997 shares of common stock and warrants to purchase 8,134,997 shares of common stock to certain accredited investors (the “Private Placements”) with piggy-back registration rights. Each warrant had a three-year term and was exercisable at $0.10 per share (due to the triggering of a down round full ratchet anti dilution provision). In June and September 2012, 8,018,330 of warrants were exchanged for 1,603,673 shares of the Company's common stock and 116,667 warrants were exercised for $11,667.
On December 2, 2011, one accredited investor purchased 200,000 shares for gross proceeds of $40,000 in a private placement. The subscription agreement contained a "Purchase Price Protection" provision that granted the investor additional shares in the event of a private placement during the ten month period from the date of the investment at a price per share less than the investor's purchase price. The additional shares were to be issued for no additional payment such that the total per share price paid by this investor will equal the amount paid by investors in such later private placement. In April 2012, the Company issued an additional 200,000 shares to the investor as a result of the price protection provision.
During February and March 2012, the Company issued an aggregate of 10,250,000 shares of restricted common stock to certain accredited investors in a private placement and received aggregate gross proceeds of $1,025,000. The securities are subject to piggyback registration rights.
In April 2012, the Company issued an aggregate of 1,000,000 shares of restricted common stock to one accredited investor in a private placement and received aggregate gross proceeds of $100,000. The securities are subject to piggyback registration rights.
In June 2012, the Company issued an aggregate of 2,400,000 shares of restricted common stock to certain accredited investors in a private placement and received aggregate gross proceeds of $600,000. The securities are subject to registration rights.
In July 2012, the Company issued an aggregate of 20,580,000 shares of restricted common stock to certain accredited investors in a private placement and received aggregate gross proceeds of $5,144,990. The securities are subject to registration rights.
The Company received aggregate gross proceeds of $9,350,490 from the private placements as follows:
* Shares issued under price protection provision of subscription agreement as described above.
The warrants were subject to full ratchet anti-dilution protection if the Company sold shares or share-indexed financing instruments at less than the $0.60 exercise price. Repricing events occurred twice while the warrants were issued, once
to $0.20 on December 2, 2011 and again to $0.10 on February 10, 2012 as a result of private placements of restricted common stock. The warrants issued in this financing arrangement did not meet the conditions for equity classification and were required to be carried as a derivative liability, at fair value. Management estimated the fair value of the warrants on the inception dates, and subsequently at each reporting period, using the Black-Scholes option-pricing model, adjusted for dilution, because that technique embodies all of the assumptions (including volatility, expected terms, dilution and risk free rates) that are necessary to determine the fair value of freestanding warrants.
On June 27, 2012, holders of an aggregate of 7,529,999 warrants exchanged those warrants for 1,506,004 shares of common stock.
On September 24, 2012, holders of an aggregate of 488,331 warrants exchanged those warrants for 97,669 shares of common stock.
On September 24, 2012, a holder of 116,667 warrants exercised those warrants at $0.10 a share and received 116,667 shares of common stock. |
Income Taxes (Tables)
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6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Income Taxes [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of income tax expense |
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Deferred tax assets and liabilities |
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Statutory federal income tax rate and the effective rate reconciliation |
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Commitments, Contingencies and Other Comments
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6 Months Ended | |||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Commitments, Contingencies and Other Comments [Abstract] | ||||||||||||||||||||||||||||||||||||
COMMITMENTS, CONTINGENCIES AND OTHER COMMENTS | NOTE 10 - COMMITMENTS, CONTINGENCIES AND OTHER COMMENTS
Distribution Agreement
On May 16, 2012, the Company entered into a distribution agreement (the "Agreement") with MHP, a company engaged in the development, marketing and distribution of nutritional and other therapies for the consumer. Pursuant to the Agreement, MHP will, on an exclusive basis, provide marketing, sales and distribution of MYO-T12, to be sold under the brand name MYO-X, in retail and other outlets. MHP agreed to pay the Company $195,301 upon the execution of the Agreement, with such amount credited against inventory purchases. The Agreement also provides, upon termination of MHP's exclusivity rights, additional supply and payment rights to MHP (including a per-unit royalty in the low single digits). The Agreement provides for one year of exclusivity for MHP, which commenced on September 29, 2012. In the event MHP achieves certain sales targets for MYO-X, the exclusivity provisions of the Agreement will be extended for an additional one or two years. The Agreement further provides for a co-operative advertising arrangement with MHP, whereby the Company is required to pay MHP a fee for each unit of MYO-X sold, and rebate payments to MHP based on a percentage of product cost reductions realized by the Company.
Operating Lease
The Company leases its corporate offices under an operating lease expiring in July 2017. The Company has two options to renew such lease for a term of three years each with annual rent increases of 3%.
The future minimum lease payments under the non-cancellable operating lease in excess of one year at June 30, 2013 is as follows:
Rent expense for the six months ended June 30, 2013 and 2012 was $29,516 and $9,655, respectively.
Supply Agreement
On June 24, 2013, the Company entered into a supply agreement with Deutsches Institut fur Lebensmitteltechnik e.V. - the German Institute for Food Technologies (“DIL”). The agreement obligates the Company to minimum annual quantity purchases, and provides that DIL will manufacture and supply the Company with the proprietary product contained in MYO-X and that DIL shall only manufacture the product for commercial purposes with the Company’s consent. The term of the agreement is two years, and will continue indefinitely until terminated by either party upon three months written notice.
Employment Agreements
J.B. Bernstein:
On February 25, 2011, the Company entered into an employment agreement with J.B. Bernstein, pursuant to which Mr. Bernstein served as Chief Executive Officer of the Company. The employment agreement was amended effective as of March 1, 2011. On April 30, 2012, J.B. Bernstein resigned from his positions as President and Chief Executive Officer and as a member of the Company’s board of directors. In connection with his resignation, Mr. Bernstein entered into a consulting agreement with the Company (the “Consulting Agreement”), pursuant to which Mr. Bernstein was entitled
to a consulting fee of $5,000 per month during the six-month term of the Consulting Agreement, which expired on October 31, 2012. The Consulting Agreement also included confidentiality and non-competition obligations and provisions for intellectual property assignments by Mr. Bernstein.
Carlon Colker MD, FACN:
On February 25, 2011, concurrent with the closing of the Acquisition, the Company entered into an employment agreement with Carlon Colker, MD, FACN, pursuant to which Dr. Colker agreed to serve as Chief Medical Officer and Executive Vice President of the Company. On June 14, 2012, Dr. Carlon Colker resigned from his positions as Chief Medical Officer and Executive Vice President. Simultaneously with his resignation, Dr. Colker agreed to serve on the Company’s Scientific Advisory Board. In connection with his appointment to the Scientific Advisory Board, Dr. Colker entered into an advisory board agreement with the Company, pursuant to which the Company issued him 300,000 shares of common stock. The Agreement also includes standard confidentiality and non-competition obligations and provisions for intellectual property assignments by Dr. Colker.
Glen R. Fleischer:
On January 2, 2013, we entered into an employment agreement with Glen R. Fleischer pursuant to which Mr. Fleischer agreed to serve as our Chief Executive Officer and as a member of our board of directors.
Pursuant to the terms of the agreement, Mr. Fleischer would work for us on a full-time basis and receive an annual base salary of $320,000. Mr. Fleischer was also entitled to an annual cash bonus in an amount up to 100% of his base salary, as determined by our board of directors in its sole discretion. In addition, Mr. Fleischer was granted 5,000,000 shares of our common stock, which shares were to vest in four equal semi-annual installments commencing on July 2, 2013. The term of the agreement was three years, and the agreement was to automatically renew for successive one-year periods, unless a notice of non-renewal was provided by either party at least sixty days prior to the expiration date of the term. On April 25, 2013, Mr. Fleischer resigned as our Chief Executive Officer and as a member of our board of directors.
Peter A. Levy:
On February 8, 2013, we entered into an amended and restated employment agreement with Peter Levy to continue to serve as our Chief Operating Officer and Executive Vice President. The agreement replaced Mr. Levy’s existing employment agreement dated February 10, 2012. Pursuant to the terms of the agreement, Mr. Levy will continue to work as Chief Operating Officer and Executive Vice President on a full-time basis and receive an annual base salary of $200,000. Mr. Levy may receive an annual cash bonus in an amount up to 100% of his base salary, as may be determined by the Board in its sole discretion. The 500,000 shares of common stock previously granted to Mr. Levy will vest in four equal semi-annual installments commencing on August 10, 2012. The term of the agreement is three years, and the agreement will automatically renew for successive one-year periods, unless a notice of non-renewal is provided by either party at least sixty days prior to the expiration date of the term.
In the event Mr. Levy’s employment is terminated for cause (as defined in the agreement) or as a result of death or disability, or if Mr. Levy terminates his employment without good reason (as defined in the agreement), Mr. Levy will be entitled to receive any accrued and unpaid base salary and employee benefits up to the date of termination as well as retain any shares that have previously vested.
In the event Mr. Levy’s employment is terminated for any reason other than cause, death or disability, or if Mr. Levy terminates his employment for good reason, he will be entitled to receive any accrued and unpaid base salary and employee benefits up to the date of termination as well as any vested shares. In addition, he
will be entitled to receive his base salary for twelve months following the date of termination, a cash amount equal to the greater of (i) $50,000 and (ii) the average of all annual cash bonuses received under the agreement, and payment of all COBRA premiums for twelve months following the date of termination.
In the event Mr. Levy’s employment is terminated in connection with, or as a result of, a change of control (as defined in the agreement), or if Mr. Levy terminates his employment for good reason following a change in control, he will be entitled to receive any accrued and unpaid base salary and employee benefits up to the date of termination. In addition, he will be entitled to receive his base salary for twelve months following the date of termination, a cash amount equal to the greater of (i) $50,000 and (ii) the average of all annual cash bonuses received under the agreement, and payment of all COBRA premiums for twelve months following the date of termination. Furthermore, all of his unvested shares will vest as of the date of the consummation of the change in control.
The agreement contains customary non-competition and non-solicitation provisions that extend to two years after termination of Mr. Levy’s employment. Mr. Levy also agreed to customary terms regarding confidentiality and ownership of product ideas.
On April 21, 2013, Mr. Levy was appointed to the additional position of President of the Company and in such capacity will serve as the Company's Principal Executive Officer.
Sponsorship Agreement
On June 27, 2011, the Company entered into a one year agreement with a celebrity spokesperson pursuant to which the spokesperson agreed to perform certain services for the Company and granted the Company the worldwide right to use the spokesperson’s name and approved image in various media. The agreement provided for cash compensation of $150,000 in three equal installments of $50,000, all of which was paid in 2011. Royalties at the rate of $0.50 per unit sold are payable to the spokesperson for the term of the agreement and an additional 12 months thereafter. The agreement expired in June 2012.
The agreement also provided for the issuance of warrants to purchase 150,000 shares of common stock, 100,000 of which were issued upon signing of the agreement and 50,000 of which were issued in December 2011. The warrants have a term of two years with an exercise price of $1.00 per share. The warrants further provide that in the event (a) the trading price of the common stock of the Company on its principal trading market does not exceed $2.00 within two years of issuance and (b) the warrants are not exercised prior to such time, then the spokesperson shall have the right to sell any unexercised portion of the warrants to the Company in exchange for $1.00 for each share of common stock underlying the unexercised portion of the warrants.
The 100,000 warrants issued upon execution of the agreement and the 50,000 warrants issued in December 2011 were valued at June 30, 2013 at $NIL and $40,900, respectively, using a Black-Scholes option pricing model and determining that the put option was the predominant feature of the instrument. On June 27, 2013, the 100,000 warrants expired and a $100,000 liability was recorded.
Director Agreements
Dr. Louis Aronne:
On July 14, 2011, the Company entered into two separate agreements with Dr. Louis Aronne to be a member of the Board of Directors and the Scientific Advisory Board. The director agreement provides for compensation in the form of 100,000 shares of restricted common stock vesting in five equal annual installments commencing on execution of the agreement and an option to purchase 250,000 shares of common stock at an exercise price of $0.64 for 10 years vesting over a period of 3 years, the first installment of which vested immediately. Upon a Change of Control, the unvested shares and
the option will vest immediately. The advisory board agreement has a term of 5 years and provides for the issuance of 500,000 shares vesting in five equal annual installments commencing July 14, 2012 and an option to purchase 500,000 shares at $.64 per share vesting in four equal annual installments, and the first installment vested immediately upon the execution of the agreement. Upon a Change of Control, all unvested option shall immediately vest.
Dr. Robert Hariri:
On July 26, 2011, the Company entered into an agreement with Dr. Robert Hariri to be a member of the Board of Directors. The director agreement provides for 100,000 shares of restricted common stock vesting in five equal annual installments (the first installment of which vested immediately) and an option to purchase 250,000 shares of common stock at an exercise price of $0.69 for 10 years vesting over a period of 3 years, the first installment of which vested immediately. Upon a Change of Control, the unvested shares and the option shall immediately vest.
Dr. Peter Diamandis:
On August 15, 2011, the Company entered into an agreement with Dr. Peter Diamandis to be a member of the Board of Directors. The director agreement provides for 100,000 shares of restricted common stock vesting in five equal annual installments (the first installment of which vested immediately) and an option to purchase 250,000 shares of common stock at an exercise price of $0.45 for 10 years vesting over a period of 3 years, the first installment of which vested immediately. Upon a Change of Control, the unvested shares and the option shall immediately vest.
Dr. Buzz Aldrin:
On May 24, 2012, the Company entered into an agreement with Dr. Buzz Aldrin to be a member of the Board of Directors. The director agreement provides for 100,000 shares of restricted common stock vesting in five equal annual installments (the first installment of which vested immediately) and an option to purchase 250,000 shares of common stock at an exercise price of $0.14 for 10 years vesting over a period of 3 years, the first installment of which vested immediately. Upon a Change of Control, the unvested shares and the option shall immediately vest.
Dr. Sapna Srivastava:
On February 6, 2013, the Company entered into an agreement with Dr. Sapna Srivastava to serve as a member of the Board of Directors. The director agreement provides for the issuance of 100,000 shares of restricted common stock, vesting in five equal annual installments (the first installment of which vested immediately) and an option to purchase 250,000 shares of common stock, issued under the Plan, at an exercise price of $0.20 for 10 years vesting over a period of 3 years. The options are subject to the terms and provision of the Plan.
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Income Taxes (Details 2)
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6 Months Ended | |
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Jun. 30, 2013
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Jun. 30, 2012
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Statutory federal income tax rate and the effective rate reconciliation | ||
Statutory federal income tax rate | 34.00% | 34.00% |
State taxes, net of federal tax benefit | 5.94% | 5.00% |
Valuation allowance | (39.94%) | (39.00%) |
Net deferred tax asset |
Warrants, Options, Equity Incentive Plan and Stock Issuances (Details 5) (USD $)
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4 Months Ended | 6 Months Ended | |||
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Jul. 12, 2011
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Jun. 30, 2013
07/14/11 [Member]
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Jun. 30, 2013
07/26/11 [Member]
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Jun. 30, 2013
08/15/11 [Member]
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Jun. 30, 2013
05/24/12 [Member]
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Assumption used to value directors and advisory board option using Black-Scholes option mode | |||||
Number of Options/Warrants | 750,000 | 250,000 | 250,000 | 250,000 | |
Stock Price on Measurement Date | $ 0.64 | $ 0.69 | $ 0.45 | $ 0.14 | |
Exercise Price | $ 0.64 | $ 0.69 | $ 0.45 | $ 0.14 | |
Expected Term | 3 years | 10 years | 10 years | 10 years | 10 years |
Expected Volatility | 287.00% | 285.00% | 284.00% | 187.00% | |
Dividend Yield | 0.00% | 0.00% | 0.00% | 0.00% | |
Risk Free Rate | 2.98% | 2.99% | 2.29% | 1.77% |
Nature of Organization and Significant Accounting Policies (Details 1) (USD $)
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Jun. 30, 2013
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Dec. 31, 2012
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Summary of Fixed assets | ||
Total fixed assets | $ 344,852 | $ 9,838 |
Less accumulated depreciation | (15,677) | (1,449) |
Net book value of fixed assets | 329,175 | 8,389 |
Furniture and fixtures [Member]
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Summary of Fixed assets | ||
Total fixed assets | 94,659 | 3,024 |
Computers and software [Member]
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Summary of Fixed assets | ||
Total fixed assets | 12,936 | 6,814 |
Leasehold Improvements [Member]
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Summary of Fixed assets | ||
Total fixed assets | 232,257 | |
Other [Member]
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Summary of Fixed assets | ||
Total fixed assets | $ 5,000 |
Nature of Organization and Significant Accounting Policies (Details) (USD $)
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Jun. 30, 2013
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Dec. 31, 2012
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Summary of Inventory | ||
Raw materials | $ 13,934 | $ 213,848 |
Work in process | ||
Finished goods | 4,469 | |
Total Inventory | $ 13,934 | $ 218,317 |
Income Taxes (Details) (USD $)
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6 Months Ended | |
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Jun. 30, 2013
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Jun. 30, 2012
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Summary of income tax expense | ||
Current | $ 800 | $ 1,550 |
Deferred | ||
Total | $ 800 | $ 1,550 |
Warrants, Options, Equity Incentive Plan and Stock Issuances (Details 1) (USD $)
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0 Months Ended | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
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Sep. 24, 2012
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Jun. 27, 2012
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Jun. 30, 2013
Warrant [Member]
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Dec. 31, 2012
Warrant [Member]
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Dec. 31, 2011
Warrant [Member]
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Dec. 31, 2012
Warrant [Member]
Original [Member]
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Dec. 31, 2011
Warrant [Member]
Repriced [Member]
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Summary of activity in warrants | |||||||
Beginning Balance, Shares Under Options/Warrants | 150,000 | 8,284,997 | |||||
Number of Options/Warrants | 8,284,997 | ||||||
Options/Warrants exercised, Share Under Options/Warrants | (116,667) | ||||||
Options/Warrants cancelled/expired, Shares Under Options/Warrants | 488,331 | 7,529,999 | 100,000 | (8,018,330) | |||
Balance, Shares Under Options/Warrants | 50,000 | 150,000 | 8,284,997 | ||||
Beginning Balance, Weighted Average Exercise Price | $ 1.00 | $ 0.61 | $ 0.10 | ||||
Warrants/Options granted, Weighted Average Exercise Price | $ 1.00 | ||||||
Balance, Weighted Average Exercise Price | $ 1.00 | $ 1.00 | $ 0.10 |
Income Taxes (Details Textual) (USD $)
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6 Months Ended |
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Jun. 30, 2013
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Income Taxes (Textual) | |
Increase in valuation allowance of deferred tax assets | $ 686,269 |
Operating loss carryforward | $ 7,335,385 |
Expiration period of operating loss carryforward | Expire in various periods through 2033. |
Condition for limitation on use of operating loss carryovers | One or more 5% shareholders (shareholders owning 5% or more of the Company's outstanding capital stock) has increased by more than 50 percentage points. |
Percentage of outstanding capital stock owned by shareholders | 5.00% |
Increment in shareholders ownership | More than 50 |
Percentage point increase in stock ownership | 50.00% |
Notes and Loans Payable (Details) (USD $)
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0 Months Ended | 1 Months Ended | 6 Months Ended | 12 Months Ended | 75 Months Ended | 0 Months Ended | 1 Months Ended | 6 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | |||||||||||
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Sep. 20, 2012
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Nov. 30, 2011
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Jun. 30, 2013
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Jun. 30, 2012
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Dec. 31, 2011
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Jun. 30, 2013
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Jun. 28, 2012
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Nov. 29, 2011
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May 20, 2010
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Sep. 29, 2011
Director [Member]
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Jun. 28, 2012
Director [Member]
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Jun. 30, 2013
Director [Member]
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Jan. 31, 2012
Director [Member]
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Dec. 31, 2011
Director [Member]
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Nov. 29, 2011
Director [Member]
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Oct. 31, 2011
Director [Member]
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Jun. 30, 2013
Chief Executive Officer [Member]
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Jul. 15, 2012
Chief Executive Officer [Member]
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Jun. 28, 2012
Convertible Notes Payable [Member]
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Nov. 30, 2011
Convertible Notes Payable [Member]
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Jun. 30, 2013
Convertible Notes Payable [Member]
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Nov. 29, 2011
Convertible Notes Payable [Member]
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Notes and Loans Payable (Textual) | ||||||||||||||||||||||
Convertible notes payable | $ 400,000 | $ 400,000 | $ 150,000 | |||||||||||||||||||
Notes payable bearing interest | 5.00% | 3.00% | 18.00% | |||||||||||||||||||
Notes payable due date | Oct. 29, 2011 | May 29, 2012 | ||||||||||||||||||||
Conversion price of notes convertible into common stock | $ 0.20 | $ 0.20 | $ 0.20 | |||||||||||||||||||
Advance to company | 60,000 | |||||||||||||||||||||
Advance direct payment to a vendor | 19,500 | 10,000 | 10,000 | |||||||||||||||||||
Loans payable | 99,500 | 65,000 | ||||||||||||||||||||
Accrued interest of notes payable | 41,800 | |||||||||||||||||||||
Notes payable amount converted on to common stock shares | 30,000 | 507,306 | 2,209,000 | |||||||||||||||||||
Principal, accrued interest on loans and advances of notes payable | 142,046 | 618,520 | ||||||||||||||||||||
Loan and advances aggregate amount | 101,461 | |||||||||||||||||||||
Advances of notes payable | 1,961 | |||||||||||||||||||||
Interest expense | 450 | 188 | 18,000 | |||||||||||||||||||
Shares issued in connection with debt, (Shares) | 400,000 | |||||||||||||||||||||
Shares issued in connection with debt | 60,000 | 60,000 | ||||||||||||||||||||
Price per share | $ 0.15 | |||||||||||||||||||||
Related amortization expense | 34,000 | |||||||||||||||||||||
Term at which shares amortized | Over the six month term of the notes. | |||||||||||||||||||||
Amortization | 80,000 | |||||||||||||||||||||
Note payable | 7,500 | |||||||||||||||||||||
Repayment of accounts receivable | $ 7,500 |
Commitments, Contingencies and Other Comments (Tables)
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6 Months Ended | |||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Commitments, Contingencies and Other Comments [Abstract] | ||||||||||||||||||||||||||||||||||||
Summary of Future minimum lease payments under the non-cancelable operating lease |
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Consolidated Statement of Changes in Stockholders' Equity (Unaudited) (Parenthetical) (USD $)
|
9 Months Ended | 12 Months Ended |
---|---|---|
Dec. 31, 2007
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Dec. 31, 2011
|
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Statement of Changes in Stockholders' Equity [Abstract] | ||
Per share value of common stock issued | $ 0.0002 | |
Per share value of common stock issued | $ 0.004 | |
Common stock shares issued to Peak Wellness, Inc. as part of purchase price of intellectual property | 7,024,000 |
Consolidated Statements of Cash Flow (Unaudited) (Parenthetical)
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75 Months Ended |
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Jun. 30, 2013
|
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Consolidated Statements of Cash Flows [Abstract] | |
Common stock and warrants, share issued | 97,669 |
Warrant converted into common shares | 488,331 |
Common stock and warrants, share issued one | 1,506,004 |
Shares issued in exchange for warrants, (Shares) one | 7,529,999 |
Recent Accounting Pronouncements
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6 Months Ended |
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Jun. 30, 2013
|
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Recent Accounting Pronouncements [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
The Company does not believe that the adoption of any recently issued, but not yet effective, accounting standards will have a material effect on its financial position and results of operations. |
Nature of Organization and Significant Accounting Policies
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Jun. 30, 2013
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Nature of Organization and Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NATURE OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – NATURE OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization & Business Activities
MYOS Corporation, formerly known as Atlas Therapeutics Corporation (the "Company") was incorporated under the laws of the State of Nevada on April 11, 2007. On February 25, 2011, the Company entered into an agreement to purchase certain intellectual property from Peak Wellness, Inc. (the "Acquisition") (see Note 8 - Intellectual Property Purchase Agreement). Since the Acquisition, the Company’s business focus has been on the discovery, development and commercialization of nutritional supplements, functional foods, therapeutic products and other technologies aimed at maintaining or improving the health and performance of muscle tissue. The Company has only realized revenues of $2,003,915 through June 30, 2013 without fully implementing its plan of operations and therefore is still considered a development stage company.
Depreciation
The cost of property and equipment is depreciated over the estimated useful life of 3 to 7 years. Depreciation is computed using the straight-line method when assets are placed in service. Leasehold improvements are amortized over the lesser of the asset's useful life or the contractual remaining lease term including expected renewals.
Basis of Accounting and Principles of Consolidation
The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles and include the accounts of the Company and its wholly-owned subsidiary, Atlas Acquisition Corp. (formed on February 23, 2011 to facilitate the purchase of the intellectual property discussed in Note 8 - Intellectual Property Purchase Agreement). All material intercompany balances and transactions have been eliminated. These financial statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading.
Cash & Cash Equivalents
The Company considers all highly liquid investments purchased with a maturity of three months or less to be a cash equivalent.
Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues & expenses during the reporting period.
Fair Value of Indefinite-Lived Intangible Assets
The Company accounts for indefinite-lived intangible assets in accordance with ASC 350, Intangibles-Goodwill and Other. In accordance with ASC 350, indefinite-lived intangible assets are subject to an impairment analysis at least annually, and more frequently upon the occurrence of certain events. The impairment analysis is performed by comparing the fair value of the assets with the carrying value of the assets. Fair value is estimated as the discounted value of future revenues arising from the use of such assets. An impairment charge is recorded if the assets carrying value exceed the assets estimated fair value.
The Company's policy is to evaluate indefinite-lived intangible assets (e.g. the intellectual property) for possible impairment at least annually or whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. See Note 8 - Intellectual Property Purchase Agreement for information related to impairment charges recorded in 2011 for indefinite-lived intellectual property intangible assets.
The intellectual property carrying value as of June 30, 2013 and December 31, 2012 was $2,000,000. Management performed their quarterly review of the intellectual property and determined no impairment existed and there was no change to the carrying value for the six months ended June 30, 2013.
Revenue Recognition
The Company recognizes revenue when products are shipped and collection is reasonably assured.
Inventories
Inventories are stated at the lower of cost or market, with cost determined on a first in, first-out basis.
Advertising
The Company charges the costs of advertising to expense as incurred. The Company incurred $469,963 and $117,044 of advertising and promotional costs for the six months ended June 30, 2013 and 2012 respectively, and $1,064,525 since its inception. Pursuant to its distribution agreement with Maximum Human Performance (“MHP”), entered into on May 16, 2012, the Company has a co-operative advertising arrangement whereby the Company pays MHP a fee for each unit sold (See Note 10 - Commitments, Contingencies and Other Comments - Distribution Agreement).
Fixed Assets
Repair and maintenance costs are expensed as incurred. Depreciation expense was $14,228 and $452 for the six months ended June 30, 2013 and 2012, respectively.
Concentrations of Risk, Significant Distributor and Customer and Significant Supplier
The Company maintains its bank accounts with a high credit quality financial institution and has never experienced any losses related to these bank accounts. From December 31, 2010 through December 31, 2012, all non-interest-bearing transaction accounts were fully insured by the FDIC, regardless of the balance of the account and the ownership capacity of the funds, and interest bearing accounts were insured up to $250,000. Beginning 2013, insurance coverage reverted back to $250,000 per depositor at each financial institution. The Company had two noninterest-bearing checking accounts and one interest-bearing savings account which totaled $2,598,538 as of June 30, 2013. At June 30, 2013, the Company's uninsured cash balances totaled $2,348,538.
Effective May 2012, MHP became the exclusive distributor and sole customer of the Company's MYO-X product and formula (see Note 10 - Commitments, Contingencies and Other Comments – Distribution Agreement).
The Company currently relies on one foreign company to produce the raw product for MYO-T12 (see Note 10 - Commitments, Contingencies and Other Comments – Supply Agreement). The Company is considering other supply alternatives. Equity Based Compensation
The Company accounts for equity-based compensation under the provisions of ASC 718-10 Compensation - Stock Compensation and ASC 505-50 Equity Based Payments to Non-Employees. ASC 718 requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. For stock options and restricted stock that
do not vest immediately but which contain only a service vesting feature, we recognize compensation cost on the unvested shares and options on a straight-line basis over the remaining vesting period, net of any projected forfeitures
The Company uses the Black-Scholes option-pricing model as its method of valuation for share-based compensation. Our determination of fair value of share-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to our expected stock price volatility over the term of the awards, and certain other market variables such as the risk free interest rate.
Equity-based compensation expense for awards to employees and non-employees was $719,088 and $380,666 for the six month periods ended June 30, 2013 and 2012, respectively.
Comprehensive Loss
The Company had no items of other comprehensive income or expense for the six month periods ended June 30, 2013 and 2012. Accordingly, the Company's comprehensive loss and net loss are the same for all periods presented.
Research and Development
The Company incurred $285,226 and $NIL of research and development costs (which are included in general and administrative expenses) for the six months ended June 30, 2013 and 2012 respectively, and $492,047 since its inception.
Segment Information
ASC 280, “Disclosures about Segments of an Enterprise and Related Information”, establishes standards for reporting information regarding operating segments in annual consolidated financial statements and requires selected information for those segments to be presented in financial reports issued to stockholders. It also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. The Company operates in a single segment, internally reports the results of operations for that segment and the information disclosed herein materially represents all of the financial information related to the single operating segment.
Fair Value Measurement
The Company adopted the provisions of ASC 820 “Fair Value Measurements and Disclosures” on January 1, 2009. ASC 820 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under the standard, fair value measurements are separately disclosed by level within the fair value hierarchy. It does not require any new fair value measurements. It only applies to accounting pronouncements that already require or permit fair value measures, except for standards that relate to share-based payments.
Valuation techniques considered under ASC 820 techniques are based on observable and unobservable inputs. The ASC classifies these inputs into the following hierarchy:
Level 1 inputs are observable inputs and use quoted prices in active markets for identical assets or liabilities that the
reporting entity has the ability to access at the measurement date and are deemed to be most reliable measure of fair value.
Level 2 inputs are observable inputs and reflect assumptions that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Level 2 inputs includes 1) quoted prices for similar assets or liabilities in active markets, 2) quoted prices for identical or similar assets or liabilities in markets that are not active, 3) observable inputs such as interest rates and yield curves observable at commonly quoted intervals, volatilities, prepayment speeds, credits risks, default rates, and 4) market-corroborated inputs.
Level 3 inputs are unobservable inputs and reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability based on the best information available under the circumstances.
In October 2008, the FASB clarified the application of ASC 820 in determining the fair value of a financial asset when the market for that financial asset is not active.
The Company adopted the provisions of ASC 825, “The Fair Value Option for Financial Assets and Liabilities”, on January 1, 2009. ASC 825 permits us to choose to measure certain financial assets and liabilities at fair value that are not currently required to be measured at fair value (the “Fair Value Option”). Election of the Fair Value Option is made on an instrument-by-instrument basis and is irrevocable. At the adoption date, unrealized gains and losses on financial assets and liabilities for which the Fair Value Option has been elected are reported as a cumulative adjustment to beginning retained earnings.
Our intangible assets are valued and tested for impairment using Level 3 inputs (see Note 8 - Intellectual Property Purchase Agreement). In the process of the valuation of the intangible asset, we determined that the carrying cost exceeded the fair value at December 31, 2011 and we recorded an impairment charge and adjusted the balance of the asset to reflect the fair value. There were no impairment charges for any subsequent periods.
Basic and Diluted Income (Loss) per Share
In accordance with ASC 260, Earnings Per Share, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding. Diluted loss per common share is computed in a manner similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At June 30, 2013 and 2012, the Company’s stock equivalents were anti-dilutive and excluded in the diluted loss per share computation. The aggregate number of potentially dilutive warrants and options outstanding at June 30, 2013 and 2012 were 10,721,000 and 2,254,998, respectively.
Income Taxes
Income taxes are accounted for under the asset and liability method in accordance with ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial carrying amounts of existing assets and liabilities and their respective tax bases as well as operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance to the extent that the recoverability of the asset is unlikely to be recognized.
The Company follows ASC 740 rules governing uncertain tax positions, which provides guidance for recognition and measurement. This prescribes a threshold condition that a tax position must meet for any of the benefits of the uncertain tax position to be recognized in the financial statements. It also provides accounting guidance on recognition, classification and disclosure of these uncertain tax positions. The Company has no uncertain income tax positions.
Interest costs and penalties related to income taxes are classified as interest expense and selling, general and administrative costs, respectively, in the Company's financial statements. For the six months ended June 30, 2013 and 2012, the Company did not recognize any interest or penalty expense related to income taxes. The Company files income tax returns in the U.S. federal jurisdiction and states in which it does business. |
Warrants, Options, Equity Incentive Plan and Stock Issuances (Details 8) (USD $)
|
4 Months Ended | 6 Months Ended | |||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 12, 2011
|
Jun. 30, 2013
11/20/12 [Member]
|
Jun. 30, 2013
01/01/13 [Member]
|
Jun. 30, 2013
01/07/13 [Member]
|
Jun. 30, 2013
01/07/13 [Member]
|
Jun. 30, 2013
02/07/13 [Member]
|
Jun. 30, 2013
02/07/13 [Member]
|
Jun. 30, 2013
02/08/13 [Member]
|
Jun. 30, 2013
02/28/13 [Member]
|
Jun. 30, 2013
04/01/13 [Member]
|
Jun. 30, 2013
05/06/13 [Member]
|
Jun. 30, 2013
05/20/13 [Member]
|
Jun. 30, 2013
05/21/13 [Member]
|
Jun. 30, 2013
05/24/13 [Member]
|
Jun. 30, 2013
06/10/13 [Member]
|
|
Assumption used to value directors and advisory board option using Black-Scholes option mode | |||||||||||||||
Number of Options/Warrants | 6,000 | 150,000 | 350,000 | 2,000,000 | 5,000,000 | 450,000 | 250,000 | 100,000 | 150,000 | 400,000 | 10,000 | 200,000 | 5,000 | 100,000 | |
Stock Price on Measurement Date | $ 0.20 | $ 0.19 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.19 | $ 0.20 | $ 0.14 | $ 0.12 | $ 0.12 | $ 0.12 | $ 0.13 | $ 0.16 | |
Exercise Price | $ 0.20 | $ 0.22 | $ 0.20 | $ 0.25 | $ 0.35 | $ 0.25 | $ 0.20 | $ 0.25 | $ 0.14 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | |
Expected Term | 3 years | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years | 10 years |
Expected Volatility | 166.00% | 164.00% | 166.00% | 166.00% | 164.00% | 164.00% | 164.00% | 158.00% | 160.00% | 161.00% | 161.00% | 161.00% | 160.00% | 160.00% | |
Dividend Yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |
Risk Free Rate | 1.66% | 2.00% | 1.92% | 1.92% | 1.99% | 1.99% | 2.00% | 1.89% | 1.86% | 1.80% | 1.97% | 1.94% | 2.01% | 2.22% |
Capital Stock (Details)
|
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2013
|
Dec. 31, 2012
|
Feb. 12, 2010
|
|
Capital Stock (Textual) | |||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 |
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 |
Stock outstanding before shares stock splits | 3,500,000 | ||
Stockholders' equity, stock split | 14 shares for 1 basis | ||
Increase in shares issued after forward split | 49,000,000 | ||
Increase in shares outstanding after forward split | 49,000,000 |
Warrants, Options, Equity Incentive Plan and Stock Issuances (Details 4) (USD $)
|
0 Months Ended | 1 Months Ended | 6 Months Ended | 12 Months Ended |
---|---|---|---|---|
Sep. 24, 2012
|
Jun. 27, 2012
|
Jun. 30, 2013
Stock Options [Member]
|
Dec. 31, 2012
Stock Options [Member]
|
|
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||
Beginning Balance, Shares Under Options/Warrants | 1,500,000 | 1,250,000 | ||
Warrants/Options granted, Shares Under Warrants/Options | 250,000 | |||
Options/Warrants exercised, Share Under Options/Warrants | ||||
Options/Warrants cancelled/expired, Shares Under Options/Warrants | 488,331 | 7,529,999 | ||
Balance, Shares Under Options/Warrants | 1,500,000 | 1,500,000 | ||
Beginning Balance, Weighted Average Exercise Price | $ 0.53 | $ 0.61 | ||
Warrants/Options granted, Weighted Average Exercise Price | $ 0.14 | |||
Balance, Weighted Average Exercise Price | $ 0.53 | $ 0.53 |