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Liquidity
3 Months Ended
Mar. 31, 2013
Liquidity  
Liquidity

2.     Liquidity

 

The accompanying consolidated financial statements have been prepared assuming that Wave will continue as a going concern.  Wave has had substantial operating losses since its inception, and as of March 31, 2013, had an accumulated deficit of $407,129,971.  We also expect Wave will incur an operating loss for the fiscal year 2013.  As of March 31, 2013, we had negative working capital of $9,797,084.

 

Wave does not expect to generate enough revenue to fund its cash flow requirements for the twelve-months ending March 31, 2014.  As of March 31, 2013, we had approximately $1.8 million of cash on hand.  Given Wave’s forecasted capital requirements for the twelve-months ending March 31, 2014, and our cash balance as of March 31, 2013, Wave will be required to raise additional capital prior to March 31, 2014 to continue to fund its operations.  Wave’s ability to raise additional capital is primarily based on three sources:

 

·                  Sales of registered Class A Common Stock under an existing shelf registration statement;

 

·                  Sales of registered Class A Common Stock via the At the Market Sales Agreement with MLV & Co. LLC (“MLV”) entered into during January, 2012

 

·                  Sales of Class A common Stock through private placements

 

On April 23, 2013, Wave sold 6,340,000 shares of Class A Common Stock at $0.50 per share for gross proceeds of $3,170,000. This financing was completed under a $30,000,000 shelf registration filed with the SEC on June 21, 2011 and was declared effective by the Commission on July 22, 2011 (the shelf registration statement).  Dawson James Securities, Inc. (the “placement agent”) entered into a placement agency agreement with Wave in which they agreed to act as placement agent in connection with the offering.  Wave agreed to pay the placement agent a fee equal to 6% of the gross proceeds of this offering.  We realized approximately $2,920,000 in net proceeds after deducting the placement agent fees of $190,200 and additional legal and other fees associated with the issuance of these securities totaling approximately $60,000. In connection with the financing, we also issued warrants to the subscribers to purchase up to 3,170,000 shares of Wave Class A Common Stock for $0.62 per share. These warrants expire on April 23, 2018.

 

On March 13, 2013, Wave entered into agreements with certain institutional investors for a private placement of 1,204,820 shares of its Class A common stock at a price of $0.83 per share, yielding gross proceeds of $1,000,000.  Wave agreed to pay the placement agent a fee equal to 6% of the gross proceeds of this offering. Wave realized approximately $910,000 in net proceeds after deducting the placement agent fees of $60,000 and additional legal and other fees associated with the issuance of these securities totaling approximately $30,000.  Wave also issued warrants to the subscribers to purchase 602,410 shares of Class A common stock at an exercise price of $0.83 per share.  These warrants expire in October 2018.

 

During the three-month period ended March 31, 2013, Wave sold 379,950 shares of its Class A common stock through its At the Market Sales Agreement with MLV at an average price of $0.72 per share, for net proceeds of approximately $263,000 after deducting offering costs of approximately $8,700.   Subsequent to March 31, 2013, Wave sold 32,133 shares of its Class A common stock through MLV at an average price of $0.67 per share, for net proceeds of approximately $20,800 after deducting offering costs of approximately $800.   As of May 10, 2013, Wave has sold a total of approximately 8.3 million shares of its common stock through MLV, raising net proceeds of approximately $9.3 million after deducting offering costs of approximately $299,000.

 

As of May 10, 2013, approximately $5,816,000 in gross proceeds are available under the June 21, 2011 shelf registration statement, which may be utilized for future financings. During the next twelve months we anticipate that we will file an additional S-3 shelf registration statement with the SEC for future financings.

 

Due to our current cash position, our forecasted capital needs over the next twelve months and beyond, the fact that we will require additional financing and uncertainty as to whether we will achieve our sales forecast for our products and services, substantial doubt exists with respect to our ability to continue as a going concern.