DELAWARE
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06-1529524
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer ¨
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Smaller reporting company x
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(Do not check if a smaller reporting company)
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Page
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PART I - FINANCIAL INFORMATION
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PART II - OTHER INFORMATION
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April 30,
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October 31,
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|||||||
2016
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2015
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|||||||
(Unaudited)
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||||||||
ASSETS
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||||||||
Current assets:
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||||||||
Cash and cash equivalents
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$ | 7,346 | $ | 17,053 | ||||
Accounts receivable
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415 | 283 | ||||||
Capitalized software development costs and license fees
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85 | 179 | ||||||
Prepaid expenses and other current assets
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178 | 101 | ||||||
Total current assets
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8,024 | 17,616 | ||||||
Property and equipment, net
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31 | 45 | ||||||
TOTAL ASSETS
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$ | 8,055 | $ | 17,661 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
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||||||||
Current liabilities:
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||||||||
Accounts payable and accrued expenses
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$ | 1,496 | $ | 1,686 | ||||
Payable to Zift
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75 | 318 | ||||||
Warrant liability
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344 | - | ||||||
Total current liabilities
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1,915 | 2,004 | ||||||
Total liabilities
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1,915 | 2,004 | ||||||
Commitments and Contingencies
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||||||||
STOCKHOLDERS’ EQUITY:
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||||||||
Convertible Preferred stock – 10,000,000 shares authorized, 8,413,630 and 9,025,265 shares issued and outstanding at April 30, 2016 and October 31, 2015, aggregate liquidation preference $5,561 and $5,968, respectively
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10,407 | 10,694 | ||||||
Common stock — $.001 par value; 250,000,000 shares authorized; 13,583,875 and 11,109,293 shares issued and outstanding at April 30, 2016 and October 31, 2015, respectively
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14 | 11 | ||||||
Additional paid-in capital
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121,003 | 128,488 | ||||||
Accumulated deficit
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(125,284 | ) | (123,536 | ) | ||||
Total stockholders’ equity
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6,140 | 15,657 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
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$ | 8,055 | $ | 17,661 |
For the three months ended
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For the six months ended
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|||||||||||||||
April 30,
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April 30,
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|||||||||||||||
2016
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2015
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2016
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2015
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|||||||||||||
Net revenues
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$ | 412 | $ | 1,705 | $ | 1,003 | $ | 5,176 | ||||||||
Cost of sales
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||||||||||||||||
Product costs
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1 | 663 | 1 | 2,070 | ||||||||||||
Software development costs and license fees
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124 | 245 | 182 | 952 | ||||||||||||
125 | 908 | 183 | 3,022 | |||||||||||||
Gross profit
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287 | 797 | 820 | 2,154 | ||||||||||||
Operating costs and expenses
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||||||||||||||||
Product research and development
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20 | 29 | 55 | 55 | ||||||||||||
Selling and marketing
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19 | 170 | 42 | 610 | ||||||||||||
General and administrative
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1,319 | 1,305 | 2,441 | 3,049 | ||||||||||||
Workforce reduction
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- | 639 | - | 713 | ||||||||||||
Depreciation and amortization
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7 | 10 | 14 | 50 | ||||||||||||
1,365 | 2,153 | 2,552 | 4,477 | |||||||||||||
Operating loss
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(1,078 | ) | (1,356 | ) | (1,732 | ) | (2,323 | ) | ||||||||
Other expenses (income)
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||||||||||||||||
Interest and financing costs (income)
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(3 | ) | (1 | ) | (10 | ) | 59 | |||||||||
Gain on extinguishment of liabilities
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- | (524 | ) | - | (1,050 | ) | ||||||||||
Gain on asset sales, net
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- | (3 | ) | - | (128 | ) | ||||||||||
Change in fair value of warrant liability
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26 | 768 | 26 | 1,547 | ||||||||||||
Loss before income taxes
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(1,101 | ) | (1,596 | ) | (1,748 | ) | (2,751 | ) | ||||||||
Income taxes
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- | 2 | - | 3 | ||||||||||||
Net loss
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(1,101 | ) | (1,598 | ) | (1,748 | ) | (2,754 | ) | ||||||||
Special cash dividend attributable to preferred stockholders
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- | (6,002 | ) | - | ||||||||||||
Conversion features accreted as dividends
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- | 1,838 | - | 2,235 | ||||||||||||
Net loss attributable to common stockholders
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$ | (1,101 | ) | $ | (3,436 | ) | $ | (7,750 | ) | $ | (4,989 | ) | ||||
Net loss per share, basic and diluted:
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$ | (0.10 | ) | $ | (0.52 | ) | $ | (0.74 | ) | $ | (0.76 | ) | ||||
Weighted average shares outstanding, basic and diluted:
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11,294,900 | 6,610,270 | 10,543,254 | 6,568,526 |
For the six months ended
April 30,
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||||||||
2016
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2015
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|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss
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$ | (1,748 | ) | $ | (2,754 | ) | ||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
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||||||||
Change in warrant liability
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26 | 1,547 | ||||||
Depreciation and amortization
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14 | 50 | ||||||
Non-cash compensation expense
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993 | 388 | ||||||
Provision for price protection
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- | 41 | ||||||
Amortization of capitalized software development costs and license fees
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85 | 397 | ||||||
Gains on asset sales, net
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- | (108 | ) | |||||
Provision for excess inventory
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- | 65 | ||||||
Gain on extinguishment of liabilities
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- | (1,050 | ) | |||||
Offering costs expensed
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21 | 120 | ||||||
Changes in operating assets and liabilities:
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||||||||
Accounts receivable
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(132 | ) | 1,335 | |||||
Inventory
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- | 1,193 | ||||||
Capitalized software development costs and license fees
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9 | - | ||||||
Advance payments for inventory
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- | 57 | ||||||
Prepaid expenses and other current assets
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(77 | ) | 50 | |||||
Accounts payable and accrued expenses
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(190 | ) | (1,803 | ) | ||||
Payable to Zift | (10 | ) | - | |||||
Customer credits
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- | 1,368 | ||||||
Advances from customers and deferred revenue
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- | (14 | ) | |||||
Net cash (used in) provided by operating activities
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(1,009 | ) | 882 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES
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||||||||
Net proceeds from sale of assets
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- | 217 | ||||||
Net cash provided by investing activities
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- | 217 | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES
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||||||||
Special cash dividend
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(10,000 | ) | - | |||||
Proceeds from stock options exercise
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129 | - | ||||||
Net proceeds from the sale of common stock and warrants
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1,406 | - | ||||||
Payments to Zift
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(233 | ) | - | |||||
Net proceeds from sale of units
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- | 801 | ||||||
Income tax withholding from stock compensation
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- | (12 | ) | |||||
Net cash (used in) provided by financing activities
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(8,698 | ) | 789 | |||||
Net (decrease) increase in cash and cash equivalents
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(9,707 | ) | 1,888 | |||||
Cash and cash equivalents — beginning of period
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17,053 | 7,196 | ||||||
Cash and cash equivalents — end of period
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$ | 7,346 | $ | 9,084 | ||||
SUPPLEMENTAL CASH FLOW INFORMATION
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||||||||
Cash paid during the period for income taxes
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$ | - | $ | 98 | ||||
Supplemental schedule of non-cash investing and financing activities:
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||||||||
Warrant liability reclassified to additional paid-in capital upon exchange
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$ | - | $ | 5,312 | ||||
Conversion of Series A preferred stock to common stock
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$ | 147 | $ | - | ||||
Conversion of Series D preferred stock to common stock
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$ | 140 | $ | - | ||||
Common stock shares and warrants issued for offering costs
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$ | 75 | $ | - |
April 30,
2016
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October 31,
2015
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Prepaid insurance
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$
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133
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$
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61
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Tax receivable
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6
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30
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Other
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39
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10
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Total prepaid expenses and other current assets
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$
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178
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$
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101
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April 30,
2016
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October 31,
2015
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Computers and software
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$
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61
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$
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61
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Furniture and equipment
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78
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78
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Total property and equipment, gross
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139
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139
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Accumulated depreciation
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(108
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)
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(94
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)
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Total property and equipment, net
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$
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31
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$
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45
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April 30,
2016
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October 31,
2015
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Accounts payable-trade
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$
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345
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$
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479
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Royalties, fees and development
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678
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681
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Salaries and other compensation
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461
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510
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Other accruals
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12
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16
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Total accounts payable and accrued expenses
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$
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1,496
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$
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1,686
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Shares Authorized
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Shares Issued and Outstanding
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Net Carrying Value
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Aggregate Liquidation Preference
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Common Shares Issuable Upon Conversion
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||||||||||||||||
Series A
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8,830,000
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8,177,334
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$
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1,999
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$
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5,561
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8,177,334
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|||||||||||||
Series B
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54,250
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54,201
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4,569
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-
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5,420,171
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Series C
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26,000
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25,763
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2,010
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-
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2,576,353
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|||||||||||||||
Series D
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170,000
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156,332
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1,829
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-
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1,563,320
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|||||||||||||||
Other authorized, unissued
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919,750
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-
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-
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-
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-
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Total
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10,000,000
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8,413,630
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$
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10,407
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$
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5,561
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17,737,178
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·
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Level 1: Observable inputs such as quoted prices in active markets for identical instruments
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·
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Level 2: Quoted prices for similar instruments that are directly or indirectly observable in the market
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·
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Level 3: Significant unobservable inputs supported by little or no market activity. Financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, for which determination of fair value requires significant judgment or estimation.
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Warrants
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||||
Fair value at the beginning of period
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$ | - | ||
Additions
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317,836 | |||
Change in fair value
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26,186 | |||
Fair value at end of period
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$ | 344,022 |
Number of shares
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Weighted-Average
Exercise Price
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|||||||
Outstanding at beginning of period
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579,485 | $ | 2.82 | |||||
Granted
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38,092 | $ | 1.05 | |||||
Exercised
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(189,938 | ) | $ | 0.68 | ||||
Expired
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(105,933 | ) | $ | 5.12 | ||||
Outstanding at end of period
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321,706 | $ | 3.11 | |||||
Options exercisable at end of period
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283,614 | $ | 3.39 | |||||
Weighted-average fair value of options granted during the period
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$ | 1.05 |
April 30, 2016
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||||
Risk free annual interest rate
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1.7 | % | ||
Expected volatility
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79 | % | ||
Expected life
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5 | |||
Assumed dividends
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None
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Number of shares
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Weighted-Average Grant-Date Fair Value
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|||||||
Unvested at beginning of period
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1,384,791 | $ | 1.25 | |||||
Granted
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65,000 | $ | 0.77 | |||||
Vested
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(464,588 | ) | $ | 1.23 | ||||
Forfeited
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- | $ | - | |||||
Unvested at end of period
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985,203 | $ | 1.22 |
2016
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Shares issuable upon exercise of warrants
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1,125,000
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|||
Shares issuable upon conversion of preferred stock
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17,737,178
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|||
Shares issuable upon exercise of stock options
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321,706
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Non-vested shares under restricted stock grants
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985,203
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31.1*
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31.2*
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32*
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101.INS*
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XBRL Instance Document.
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101.SCH*
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XBRL Schema Document.
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101.CAL*
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XBRL Calculation Linkbase Document.
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101.DEF*
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XBRL Definition Linkbase Document.
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101.LAB*
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XBRL Label Linkbase Document.
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101.PRE*
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XBRL Presentation Linkbase Document.
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/s/ Barry Honig
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Barry Honig
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Chief Executive Officer
(Principal Executive Officer)
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Date: June 9, 2016
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/s/ John Stetson
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John Stetson
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Title: Chief Financial Officer
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(Principal Financial and Accounting Officer)
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Date: June 9, 2016
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Majesco Entertainment Company;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15(d)-15(f)) for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Barry Honig
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Barry Honig
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Title: Chief Executive Officer
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(Principal Executive Officer)
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Majesco Entertainment Company:
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15(d)-15(f)) for the registrant and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ John Stetson
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John Stetson
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Title: Chief Financial Officer
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(Principal Financial Officer)
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/s/ Barry Honig
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Barry Honig
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Title: Chief Executive Officer
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(Principal Executive Officer)
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/s/ John Stetson
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John Stetson
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Title: Chief Financial Officer
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(Principal Financial and Accounting Officer)
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Document And Entity Information - shares |
6 Months Ended | |
---|---|---|
Apr. 30, 2016 |
May. 31, 2016 |
|
Document And Entity Information [Abstract] | ||
Entity Registrant Name | MAJESCO ENTERTAINMENT CO | |
Entity Central Index Key | 0001076682 | |
Current Fiscal Year End Date | --10-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | COOL | |
Entity Common Stock, Shares Outstanding | 15,608,875 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Apr. 30, 2016 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2016 |
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands |
Apr. 30, 2016 |
Oct. 31, 2015 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 8,413,630 | 9,025,265 |
Preferred Stock, Shares Outstanding | 8,413,630 | 9,025,265 |
Preferred Stock, Liquidation Preference, Value | $ 5,561 | $ 5,968 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 13,583,875 | 11,109,293 |
Common stock, shares outstanding | 13,583,875 | 11,109,293 |
PRINCIPAL BUSINESS ACTIVITY AND BASIS OF PRESENTATION |
6 Months Ended |
---|---|
Apr. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
PRINCIPAL BUSINESS ACTIVITY AND BASIS OF PRESENTATION | The accompanying financial statements present the financial results of Majesco Entertainment Company and Majesco Europe Limited, its wholly-owned subsidiary, (together, Majesco or the Company) on a consolidated basis. Prior to the November 2014 sale of its equity investment, the Company had 50% of the voting control of GMS Entertainment Limited (GMS) and the right to appoint one-half of the directors of GMS. Accordingly, the Company accounted for GMS on the equity method as a corporate joint venture.
The Company is a provider of video game products primarily for the casual-game consumer and has published video games for interactive entertainment hardware platforms, including Nintendos DS, 3DS, Wii and WiiU, Sonys PlayStation 3 and 4, or PS3 and PS4, Microsofts Xbox 360 and Xbox One and the personal computer, or PC. It has historically sold its products through two sales channels, retail and digital. It has sold packaged software to large retail chains, specialty retail stores, video game rental outlets and distributors and through digital distribution for platforms such as Xbox Live Arcade, PlayStation Network, or PSN, and Steam, and for mobile devices and online platforms. In 2015, the Company transferred retail distribution activities, assets and obligations to a company owned by its former chief executive officer (see Note 13).
The Companys video game titles are targeted at various demographics at a range of price points. Due to the larger budget requirements for developing and marketing premium console titles for core gamers, the Company has focused on publishing more lower-cost games targeting casual-game consumers and independent game developer fans. In some instances, the Companys titles are based on licenses of well-known properties and, in other cases, original properties. The Company enters into agreements with content providers and video game development studios for the creation of our video games.
The Companys operations involve similar products and customers worldwide. These products are developed and sold domestically and internationally. The Company is centrally managed and our chief operating decision makers, the chief executive and other officers, use consolidated and other financial information supplemented by sales information by product category, major product title and platform for making operational decisions and assessing financial performance. Accordingly, it operates in a single segment.
NASDAQ listing. On March 3, 2016, the Company was notified by The NASDAQ Stock Market, LLC (Nasdaq) that it was not in compliance with Nasdaq Listing Rule 5550(a)(2) (the Rule) because the Companys common stock failed to maintain a minimum closing bid price of $1.00 per share for the prior 30 consecutive business days. The notice has no immediate effect on the listing or trading of the Companys common stock on The NASDAQ Capital Market and, at this time, the common stock will continue to trade on The NASDAQ Capital Market under the symbol COOL.
The Company has a period of 180 calendar days, or until August 30, 2016, to achieve compliance with the Rule. The Company will regain compliance with the Rule if, at any time before August 30, 2016, the closing bid price for the Companys common stock is at least $1.00 per share for a minimum of 10 consecutive business days. In the event the Company does not regain compliance with the Rule by August 30, 2016, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The NASDAQ Capital Market, with the exception of the bid price requirement, and would need to provide written notice of its intention to cure the bid price deficiency during the second compliance period by effecting a reverse stock split, if necessary.
Major customers. Microsoft, Sony, and Valve accounted for 40%, 28%, and 18%, respectively, of sales for the six months ended April 30, 2016. Sidekick and Microsoft accounted for 53% and 30%, respectively, of accounts receivable as of April 30, 2016.
Concentrations. The Company develops and distributes video game software for proprietary platforms under licenses from Nintendo, Sony and Microsoft, which must be periodically renewed. The Companys agreements with these manufacturers also grant them certain control over the Companys products. In addition, for the six months ended April 30, 2016 and 2015 sales of the Companys Zumba Fitness games accounted for approximately 10% and 30% of net revenues, respectively.
The accompanying interim condensed consolidated financial statements of the Company are unaudited, but in the opinion of management, reflect all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the results for the interim period. Accordingly, they do not include all information and notes required by generally accepted accounting principles for complete financial statements. The Companys financial results are impacted by the seasonality of the retail selling season and the timing of the release of new titles. The results of operations for interim periods are not necessarily indicative of results to be expected for the entire fiscal year. The balance sheet at October 31, 2015 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. These interim condensed consolidated financial statements should be read in conjunction with the Companys consolidated financial statements and notes thereto for the year ended October 31, 2015 filed with the Securities and Exchange Commission on Form 10-K on January 29, 2016. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
6 Months Ended |
---|---|
Apr. 30, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Principles of Consolidation. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary located in the United Kingdom. Significant intercompany accounts and transactions have been eliminated in consolidation.
Revenue Recognition. The Company has recognized revenue upon the shipment of its products when: (1) title and the risks and rewards of ownership are transferred; (2) persuasive evidence of an arrangement exists; (3) there are no continuing obligations to the customer; and (4) the collection of related accounts receivable is probable. Certain products have been sold to customers with a street date (the earliest date these products may be resold by retailers). Revenue for sales of these products is not recognized prior to their street date. Some of the Companys software products provide limited online features at no additional cost to the consumer. Generally, such features have been considered to be incidental to the Companys overall product offerings and an inconsequential deliverable. Accordingly, the Company does not defer any revenue related to products containing these limited online features. However, in instances where online features or additional functionality is considered a substantive deliverable in addition to the software product, such characteristics will be taken into account when applying the Companys revenue recognition policy. While the Company has historically sold its products through two sales channels, retail and digital, in July 2015, the Company transferred retail distribution activities, assets and obligations to a company owned by its former chief executive officer (see Note 13), and therefore ceased retail sales.
The Company generally sold its products to retailers and distributors on a no-return basis, although in certain instances, the Company provided price protection or other allowances on certain unsold products. Price protection, when granted and applicable, allows customers a partial credit against amounts they owe the Company with respect to merchandise unsold by them. Revenue was recognized, and accounts receivable was presented, net of estimates of these allowances.
The Company estimated potential future product price protection and other allowances related to current period product revenue. The Company analyzed historical experience, current sell through of retailer inventory of the Companys products, current trends in the video game market, the overall economy, changes in customer demand and acceptance of the Companys products and other related factors when evaluating the adequacy of price protection and other allowances.
Sales incentives or other consideration given by the Company to customers that were considered adjustments of the selling price of its products, such as rebates and product placement fees, were reflected as reductions of revenue. Sales incentives and other consideration that represent costs incurred by the Company for benefits received, such as the appearance of the Companys products in a customers national circular ad, are reflected as selling and marketing expenses, in accordance with Accounting Standards Codification (ASC) 605-50, Customer Payments and Incentives.
The Companys software products are sold as downloads of digital content for which the consumer takes possession of the digital content for a fee. Revenue from product downloads is generally recognized when the download is made available (assuming all other recognition criteria are met).
The Company records revenue for distribution agreements where it is acting as an agent as defined by ASC Topic 605, Revenue Recognition, Subtopic 45, Principal Agent Considerations, on a net basis. When the Company enters into license or distribution agreements that provide for multiple copies of games in exchange for guaranteed amounts, revenue is recognized in accordance with the terms of the agreements, generally upon delivery of a master copy, assuming our performance obligations are complete and all other recognition criteria are met, or as per-copy royalties are earned on sales of games.
Cash and cash equivalents. Cash equivalents consist of highly liquid investments with original maturities of three months or less at the date of purchase. At various times, the Company has deposits in excess of the Federal Deposit Insurance Corporation limit. The Company has not experienced any losses on these accounts.
Accounts Receivable and Accounts Payable and Accrued Expenses. The carrying amounts of accounts receivable and accounts payable and accrued expenses approximate fair value as these accounts are largely current and short term in nature.
Allowance for doubtful accounts. The Company recognizes an allowance for losses on accounts receivable for estimated probable losses. The allowance is based on historical experiences, current aging of accounts, and other expected future write-offs, including specific identifiable customer accounts considered at risk or uncollectible. Any related expense associated with an allowance for doubtful accounts is recognized as general and administrative expense. As of April 30, 2016, there was no allowance for doubtful accounts.
Capitalized Software Development Costs and License Fees. Software development costs include fees in the form of milestone payments made to independent software developers and licensors. Software development costs are capitalized once technological feasibility of a product is established and management expects such costs to be recoverable against future revenues. For products where proven game engine technology exists, this may occur early in the development cycle. Technological feasibility is evaluated on a product-by-product basis. Amounts related to software development that are not capitalized are charged immediately to product research and development costs. Commencing upon a related products release, capitalized costs are amortized to cost of sales based upon the higher of (i) the ratio of current revenue to total projected revenue or (ii) straight-line charges over the expected marketable life of the product.
Prepaid license fees represent license fees to owners for the use of their intellectual property rights in the development of the Companys products. Minimum guaranteed royalty payments for intellectual property licenses are initially recorded as an asset (prepaid license fees) and a current liability (accrued royalties payable) at the contractual amount upon execution of the contract or when specified milestones or events occur and when no significant performance remains with the licensor. Licenses are expensed to cost of sales at the higher of (i) the contractual royalty rate based on actual sales or (ii) an effective rate based upon total projected revenue related to such license. Capitalized software development costs and prepaid license fees are classified as non-current if they relate to titles for which the Company estimates the release date to be more than one year from the balance sheet date.
The amortization period for capitalized software development costs and prepaid license fees is usually no longer than one year from the initial release of the product. If actual revenues or revised forecasted revenues fall below the initial forecasted revenue for a particular license, the charge to cost of sales may be larger than anticipated in any given quarter. The recoverability of capitalized software development costs and prepaid license fees is evaluated quarterly based on the expected performance of the specific products to which the costs relate. When, in managements estimate, future cash flows will not be sufficient to recover previously capitalized costs, the Company expenses these capitalized costs to cost of sales-software development costs and license fees, in the period such a determination is made. These expenses may be incurred prior to a games release for games that have been developed. If a game is cancelled prior to completion of development and never released to market, the amount is expensed to operating costs and expenses. If the Company was required to write off licenses, due to changes in market conditions or product acceptance, its results of operations could be materially adversely affected.
Costs of developing online free-to-play social games, including payments to third-party developers, are expensed as research and development expenses. Revenue from these games is largely dependent on players future purchasing behavior in the game and currently the Company cannot reliably project that future net cash flows from developed games will exceed related development costs.
Prepaid license fees and milestone payments made to the Companys third party developers are typically considered non-refundable advances against the total compensation they can earn based upon the sales performance of the products. Any additional royalty or other compensation earned beyond the milestone payments is expensed to cost of sales as incurred.
Property and equipment. Property and equipment is stated at cost. Depreciation and amortization is being provided for by the straight-line method over the estimated useful lives of the assets, generally five years. Amortization of leasehold improvements is provided for over the shorter of the term of the lease or the life of the asset.
Income taxes. The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years 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. The Company evaluates the potential for realization of deferred tax assets at each quarterly balance sheet date and records a valuation allowance for assets for which realization is not more likely than not.
Stock Based Compensation. The Company measures all stock-based compensation to employees using a fair value method and records such expense in general and administrative expenses. Compensation expense for stock options is recognized on a straight line basis over the vesting period of the award, based on the fair value of the option on the date of grant.
The fair value for options issued is estimated at the date of grant using a Black-Scholes option-pricing model. The risk free rate is derived from the U.S. Treasury yield curve in effect at the time of the grant. The volatility factor is determined based on the Companys historical stock prices.
Extinguishment of Liabilities. During the six months ended April 30, 2015, the Company recognized a gain on extinguishment of liabilities of $1.1 million. The Company determined that certain accounts payable balances and claims for license fees and services would never be paid because they were no longer being pursued for payment and had passed the statute of limitations as of April 30, 2015.
Gain on asset sales, net. During the six months ended April 30, 2015, we recognized approximately $128,000 in net gain from the sale of certain game rights and from the sale of office furniture and equipment upon the move to a smaller office.
Loss Per Share. Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted loss per share excludes the potential impact of common stock options, unvested shares of restricted stock and outstanding common stock purchase warrants because their effect would be anti-dilutive.
Commitments and Contingencies. We are subject to claims and litigation in the ordinary course of our business. We record a liability for commitments and contingencies when the amount is both probable and reasonably estimable. We record associated legal fees as incurred. We accrued contingent liabilities for certain potential licensor and customer liabilities and claims that were transferred to Zift but may not be extinguished by such transaction.
Accounting for Warrants. The Company accounts for the issuance of common stock purchase warrants issued in connection with the equity offerings in accordance with the provisions of ASC 815, Derivatives and Hedging (ASC 815). The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). In addition, Under ASC 815, registered common stock warrants that require the issuance of registered shares upon exercise and do not expressly preclude an implied right to cash settlement are accounted for as derivative liabilities. The Company classifies these derivative warrant liabilities on the condensed consolidated balance sheet as a current liability.
Change in fair value of warrant liability. The Company assessed the classification of common stock purchase warrants as of the date of each offering and determined that such instruments met the criteria for liability classification. Accordingly, the Company classified the warrants as a liability at their fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until the warrants are exercised or expired, and any change in fair value is recognized as change in fair value of warrant liability in the condensed consolidated statements of operations. The fair value of the warrants has been estimated using a Black-Scholes valuation model (see Note 7).
Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities or the disclosure of gain or loss contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Among the more significant estimates included in these financial statements are the recoverability of advance payments for capitalized software development costs and intellectual property licenses, the valuation of warrant liability, and the valuation allowances for deferred tax benefits. Actual results could differ from those estimates.
Recent Accounting Pronouncements.
In May 2014, the Financial Accounting Standards Board ("FASB") issued an Accounting Standards Update ("ASU") creating a new Topic 606, Revenue from Contracts with Customers, which broadly establishes new standards for the recognition of certain revenue and updates related disclosure requirements. The update becomes effective for the Company on November 1, 2018. The Company is reviewing the potential impact of the statement on its financial position, results of operations, and cash flows.
In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842) which supersedes FASB ASC Topic 840, Leases (Topic 840) and provides principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months regardless of classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases. The standard is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted upon issuance. When adopted, the Company does not expect this guidance to have a material impact on our financial statements.
In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations. The purpose of ASU No. 2016-08 is to clarify the implementation of guidance on principal versus agent considerations. For public entities, the amendments in ASU No. 2016-08 are effective for interim and annual reporting periods beginning after December 15, 2017. The Company is currently assessing the impact of ASU No. 2016-08 on its condensed consolidated financial statements and related disclosures.
In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. Under ASU No. 2016-09, companies will no longer record excess tax benefits and certain tax deficiencies in additional paid-in capital (APIC). Instead, they will record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement and the APIC pools will be eliminated. In addition, ASU No. 2016-09 eliminates the requirement that excess tax benefits be realized before companies can recognize them. ASU No. 2016-09 also requires companies to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity. Furthermore, ASU No. 2016-09 will increase the amount an employer can withhold to cover income taxes on awards and still qualify for the exception to liability classification for shares used to satisfy the employers statutory income tax withholding obligation. An employer with a statutory income tax withholding obligation will now be allowed to withhold shares with a fair value up to the amount of taxes owed using the maximum statutory tax rate in the employees applicable jurisdiction(s). ASU No. 2016-09 requires a company to classify the cash paid to a tax authority when shares are withheld to satisfy its statutory income tax withholding obligation as a financing activity on the statement of cash flows. Under current U.S. GAAP, it was not specified how these cash flows should be classified. In addition, companies will now have to elect whether to account for forfeitures on share-based payments by (1) recognizing forfeitures of awards as they occur or (2) estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change, as is currently required. The amendments of this ASU are effective for reporting periods beginning after December 15, 2016, with early adoption permitted but all of the guidance must be adopted in the same period. The Company is currently assessing the impact that ASU No. 2016-09 will have on its condensed consolidated financial statements.
In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customer. The new guidance is an update to ASC 606 and provides clarity on: identifying performance obligations and licensing implementation. For public companies, ASU No. 2016-10 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2017. The Company is currently evaluating the impact that ASU No. 2016-10 will have on its condensed consolidated financial statements. |
PREPAID EXPENSES AND OTHER CURRENT ASSETS |
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PREPAID EXPENSES AND OTHER CURRENT ASSETS | Prepaid expenses and other current assets consist of the following (in thousands):
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PROPERTY AND EQUIPMENT, NET |
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Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
PROPERTY AND EQUIPMENT, NET | Property and equipment, net, consist of the following (in thousands):
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ACCOUNTS PAYABLE AND ACCRUED EXPENSES |
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Payables and Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | Accounts payable and accrued expenses consist of the following (in thousands):
During the three and six months ended April 30, 2015, the Company recognized a gain on extinguishment of liabilities of $524,000 and $1.1 million, respectively. The Company determined that certain accounts payable balances and claims for license fees and services would never be paid because they were no longer being pursued for payment and had passed the statute of limitations.
Salaries and other compensation include accrued payroll expense, accrued incentive compensation and employer 401K plan contributions. |
STOCKHOLDERS' EQUITY |
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STOCKHOLDERS' EQUITY | Convertible preferred stock as of April 30, 2016 consisted of the following (in thousands, except share amounts):
December Units and Series A Preferred Shares
On December 17, 2014, pursuant to subscription agreements (the December Subscription Agreements) entered into with certain accredited investors (the December Investors) the Company completed a private placement of $6.0 million of units (the December Units) at a purchase price of $0.68 per Unit, with each December Unit consisting of one share of the Companys 0% Series A Convertible Preferred Stock (each a Series A Preferred Share) and a five-year warrant (each a December Warrant) to purchase one share of the Companys common stock at an initial exercise price of $0.68 per share (such issuance and sale, the December Private Placement). The December Warrants were subsequently exchanged for shares of the Companys 0% Series B Convertible Preferred Stock (the Series B Preferred Shares) and shares of the Companys common stock (see below). The offering was made in reliance upon an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the Securities Act).
The Series A Preferred Shares are convertible into shares of common stock based on a conversion calculation equal to the stated value of such Series A Preferred Share, plus all accrued and unpaid dividends, if any, on such Series A Preferred Share, as of such date of determination, divided by the conversion price. The stated value of each Preferred Share is $0.68 and the initial conversion price is $0.68 per share, each subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events. In addition, in the event the Company issues or sells, or is deemed to issue or sell, shares of its common stock at a per share price that is less than the conversion price then in effect, the conversion price shall be reduced to such lower price, subject to certain exceptions. Pursuant to the Certificate of Designations, Preferences and Rights of the 0% Series A Convertible Preferred Stock of Majesco Entertainment Company, the Company is prohibited from incurring debt or liens, or entering into new financing transactions without the consent of the lead investor (as defined in the December Subscription Agreements) as long as any of the Series A Preferred Shares are outstanding. The Series A Preferred Shares bear on dividends.
The holders of Series A Preferred Shares shall vote together with the holders of common stock on all matters on an as if converted basis, subject to certain conversion and ownership limitations, and shall not vote as a separate class. Notwithstanding the foregoing, the conversion price for purposes of calculating voting power shall in no event be lower than $0.59 per share. At no time may all or a portion of the Series A Preferred Shares be converted if the number of shares of common stock to be issued pursuant to such conversion would exceed, when aggregated with all other shares of common stock owned by the holder at such time, the number of shares of common stock which would result in such Holder beneficially owning (as determined in accordance with Section 13(d) of the 1934 Act and the rules thereunder) more than 4.99% of all of the common stock outstanding at such time; provided, however, that the holder may waive the 4.99% limitation at which time he may not own beneficially own more than 9.99% of all the common stock outstanding at such time.
Prior to the exchange transaction described below, the December Warrants were exercisable at any time at a price of $0.68 per share, subject to adjustment, and expired five years from the date of issuance. The holders could exercise the December Warrants for shares of common stock on a cashless basis if there was no effective registration statement or no current prospectus available for resale of the underlying shares of common stock. The December Warrants were subject to certain adjustments upon certain actions by the Company as outlined in the December Warrants, including, for twenty-four months following the initial issuance date, the issuance or sale, or deemed issuance or sale, by the Company of shares of its common stock at a per share price that is less than the exercise price then in effect.
The proceeds of the offering and certificates representing the Series A Preferred Shares and December Warrants underlying the December Units issued in the offering were deposited into escrow accounts. Upon the closing of the December Private Placement on December 17, 2014 (such date, the December Closing Date), $1.0 million of the December Escrow Amount was released to the Company and $1.0 million of December Units to the December Investors, on a pro rata basis. Effective upon the approval of the Companys stockholders on March 30, 2015, in one or multiple tranches, the remaining $5.0 million became eligible to be released to the Company and $5.0 million of December Units became eligible to be released to the December Investors from their respective escrow accounts, if either, (i) the lead investor has approved the release, (ii) the approval of the requisite number of December Investors has been obtained, (iii) the Company has executed definitive binding documents for certain transactions, as described in the December Subscription Agreements, and such transaction(s) are to close contemporaneously with the release, following approval by the Companys stockholders or (iv) the following conditions are present: (a) nine months has elapsed from the December Closing Date and release is approved by each of the directors appointed at closing (being the non-continuing directors); (b) no subsequent release of the December Escrow Amount has been consummated; and (c) no more than $1.0 million is released (the December Release Conditions). In the event that on and as of the twelve month anniversary of the December Closing Date none of the December Release Conditions have been satisfied, $5.0 million would be returned on a pro rata basis to the December Investors, without interest or deduction, and $5,000 of December Units would be returned to the Company for cancellation. On September 25, 2015, the lead investor approved the release and the escrow agent released all funds and corresponding December Units remaining in escrow.
The Company received net proceeds of $801,000 for the December Units released from escrow, net of offering costs, and has accounted for each of the Series A Preferred Shares released from escrow, the December Warrants released from escrow and the Series A Preferred Shares and December Warrants remaining in escrow as freestanding instruments.
The Company has evaluated the guidance ASC 480-10 Distinguishing Liabilities from Equity and ASC 815-40 Contracts in an Entitys Own Equity to determine the appropriate classification of the instruments. Prior to the exchange described below, the exercise price of the released December Warrants could be adjusted downward if the Company issued securities at a price below the initial exercise price and in certain other circumstances outside the control of the Company and therefore contain contingent settlement terms not indexed solely to the Companys own shares of common stock. Accordingly, $603,000 of proceeds were recorded as a derivative liability representing the fair value of the December Warrants released from escrow at issuance and $120,000 of offering costs allocated to the December Warrants were expensed. As a result of the allocations, described above, the Series A Preferred Shares released were deemed to have a beneficial conversion feature at issuance amounting to $397,000, which was recorded in stockholders equity and immediately charged as a dividend in determining net loss attributable to common stockholders.
The remaining net proceeds of $318,000 were allocated to the Series A Preferred Shares net of $79,000 of offering costs. The Series A Preferred Shares do not represent an unconditional obligation to be settled in a variable number of shares of common stock, are not redeemable and do not contain fixed or indexed conversion provisions similar to debt instruments. Accordingly, the Series A Preferred Shares are considered equity hosts and recorded in stockholders equity.
Upon stockholder approval in March 2015 of full conversion provisions of the escrowed December Warrants, the Company recorded a warrant liability and a discount on the Series A Preferred Shares amounting to $3,162, based on the estimated fair value of the warrants. In addition, upon shareholder approval of the full conversion provisions of the escrowed Series A Preferred Shares, the carrying value of such Series A Preferred Shares, net of proceeds remaining in escrow was reclassified from temporary equity to paid-in capital. The Company recorded a beneficial conversion feature and a discount on the Series A Preferred Shares amounting to $1.8 million, which was immediately recognized as a deemed dividend in determining net loss attributable to common shareholders. As of April 30, 2015, the Series A Preferred Shares remaining in escrow were convertible into 7,352,939 shares of common stock based on the conversion rate at the time. The Company may record additional deemed dividends for any unamortized discounts on its Series A Preferred Shares if such shares are converted.
In connection with the December Private Placement, the Company also entered into separate Registration Rights Agreements with each December Investor, (as amended on January 30, 2015 and March 31, 2015, the December Registration Rights Agreement). The Company agreed to use its best efforts to file by March 31, 2015 a registration statement covering the resale of the shares of common stock issuable upon exercise or conversion of the Series A Preferred Shares and December Warrants and to maintain its effectiveness until all such securities have been sold or may be sold without restriction under Rule 144 of the Securities Act. In the event the Company fails to satisfy its obligations under the December Registration Rights Agreements, the Company is required to pay to the December Investors on a monthly basis an amount equal to 1% of the investors investment, up to a maximum of 12%. On March 31, 2015, the Company and the required holders of December Units amended the registration rights agreement to extend the filing deadline for the registration statement to June 30, 2015.
April 2015 Exchange and Series B Preferred Shares
On April 30, 2015, pursuant to warrant exchange agreements, the Company retired the 8,823,537 December Warrants issued in the December Private Placement, including those subject to the escrow conditions and those released from escrow, in exchange for shares of the Company's common stock, or shares of 0% Series B Convertible Preferred Stock (the Series B Preferred Shares), in lieu of shares of common stock equal, on an as-converted basis, to the number of shares of common stock that would have otherwise been received by the holder, if such issuance would result in the recipient holder exceeding certain thresholds. An aggregate of 6,302,525 shares of common stock, which amount includes the shares of common stock issuable upon conversion of the Series B Preferred Shares, were issuable in connection with the exchange agreements. The Company re-measured the fair value of the December Warrants through the date of their exchange and recorded related losses in its statement of operations. Upon exchange, the contingent-conversion features of the December Warrants expired and the carrying value of the warrant liability of $5.3 million was reclassified to paid-in capital and allocated to the Series B Preferred Shares and the common shares distributed. Such Series B Shares and shares of common stock exchanged for the December Warrants are not held in escrow and as such are not subject to the December Release Conditions.
The Series B Preferred Shares are convertible into shares of common stock based on a conversion calculation equal to the stated value of such Series B Preferred Shares, based on a conversion price of $1.40 per shares, plus all accrued and unpaid dividends, if any, on such Series B Preferred Shares, as of such date of determination, divided by the conversion price. The stated value of each Preferred Share is $140.00 and the initial conversion price is $1.40 per share, each subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events. The Company is prohibited from effecting a conversion of the Series B Preferred Shares to the extent that, as a result of such conversion, such holder would beneficially own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Series B Preferred Shares, which beneficial ownership limitation may be increased by the holder up to, but not exceeding, 9.99%. Subject to such beneficial ownership limitations, each holder is entitled to vote on all matters submitted to stockholders of the Company on an as converted basis, based on a conversion price of $1.40 per shares. The Series B Preferred Shares rank junior to the Series A Preferred Shares and bear no dividends. All of the convertible preferred shares do not represent an unconditional obligation to be settled in a variable number of shares, are not redeemable and do not contain fixed or indexed conversion provisions similar to debt instruments. Accordingly, the convertible preferred shares are considered equity hosts and recorded in stockholders equity.
May 2015 Units and Series C Preferred Shares
On May 15, 2015 (the May Closing Date), the Company completed a private placement pursuant to separate subscription agreements (the May Subscription Agreements) with accredited investors (the May Investors) of $5,050 of units (the May Units), at a purchase price of $1.20 per Unit, resulting in net proceeds to the Company of $5.0 million. Each May Unit consists of one share of the Companys common stock, provided that, if the issuance of any such shares of common stock would have resulted in the recipient May Investor owning in excess of 4.99% of the Companys issued and outstanding common stock, then such May Investor could elect to receive shares of the Companys 0% Series C Convertible Preferred Stock (the Series C Preferred Shares) in lieu of common stock that are, on an as converted basis, equal to one share of common stock for every May Unit purchased, and a three-year warrant (the May Warrants) to purchase one share of the Companys common stock at an exercise price of $1.40 per share (such sale and issuance, the May Private Placement). An aggregate of 25,763 Series C Preferred Shares, 1,631,984 shares of common stock and 4,208,337 May Warrants were issued under the May Units. The offering was made in reliance upon an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the Securities Act).
The Series C Preferred Shares are convertible into shares of common stock based on a conversion calculation equal to the stated value of such Series C Preferred Shares, plus all accrued and unpaid dividends, if any, on such Series C Preferred Shares, as of such date of determination, divided by the conversion price. The stated value of each Series C Preferred Share is $120.00 per share, and the initial conversion price is $1.20 per share, each subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events. In addition, in the event the Company issues or sells, or is deemed to issue or sell, shares of common stock at a per share price that is less than the conversion price then in effect, the conversion price shall be reduced to such lower price, subject to certain exceptions and provided that the conversion price may not be reduced to less than $0.86, unless and until such time as the Company obtains shareholder approval to allow for a lower conversion price. The Company is prohibited from effecting a conversion of the Series C Preferred Shares to the extent that, as a result of such conversion, such May Investor would beneficially own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Series C Preferred Shares, which beneficial ownership limitation may be increased by the holder up to, but not exceeding, 9.99%. Subject to the beneficial ownership limitations discussed previously, each holder is entitled to vote on all matters submitted to stockholders of the Company, and shall have the number of votes equal to the number of shares of common stock issuable upon conversion of such holders Series C Preferred Shares, based on a conversion price of $1.30 per share. The Series C Preferred Shares bear no dividends and shall rank junior to the Companys Series A Preferred Shares but senior to the Companys Series B Preferred Shares.
The May Warrants are exercisable, at any time, following the date the May Warrants are issued, at a price of $1.40 per share, subject to adjustment, and expire three years from the date of issuance. The holders may, subject to certain limitations, exercise the May Warrants on a cashless basis. The Company is prohibited from effecting an exercise of any May Warrant to the extent that, as a result of any such exercise, the holder would beneficially own more than 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise of such May Warrant, which beneficial ownership limitation may be increased by the holder up to, but not exceeding, 9.99%.
In connection with the sale of the May Units, the Company also entered into separate registration rights agreements (the May Registration Rights Agreement) with each May Investor. The Company agreed to use its best efforts to file a registration statement to register the Shares and the common stock issuable upon the conversion of the Series C Preferred Shares, within thirty days following the May Closing Date, to cause such registration statement to be declared effective within ninety days of the filing day and to maintain the effectiveness of the registration statement until all of such shares of common stock have been sold or are otherwise able to be sold pursuant to Rule 144 without restriction. In the event the Company fails to satisfy its obligations under the Registration Rights Agreement, the Company is obligated to pay to the May Investors on a monthly basis, an amount equal to 1% of the May Investors investment, up to a maximum of 12%. Effective as of the original filing deadline of the registration statement, the Company obtained the requisite approval from the May Investors for the waiver of its obligations under the May Registration Rights Agreement.
The proceeds of the May Private Placement were deposited into an escrow account (the May Escrow Amount) with Signature Bank, as escrow agent (the May Escrow Agent) pursuant to an escrow agreement (the May Escrow Agreement), entered into by and between the Company, the lead investor (as defined in the May Subscription Agreements) and the May Escrow Agent, and certificates representing the May Warrants and a record of the Shares and Series C Preferred Shares, sold in the May Private Placement were deposited and recorded with the Companys corporate secretary (the May Securities Escrow Agent) to be held in escrow. On the May Closing Date, twenty percent (20%) of the May Escrow Amount ($1.0 million) was released by the May Escrow Agent to the Company in exchange for the release of twenty percent (20%) of May Units by the May Securities Escrow Agent to the May Investors. The remaining eighty percent (80%) of the May Escrow Amount ($4.0 million) was released by the May Escrow Agent to the Company and the corresponding percentage of May Units were released to the May Investors, under amendments to the May subscription agreements. On September 25, 2015, the lead investor approved the release and the May Escrow Agent and the May Securities Escrow Agent released all funds and May Units remaining in escrow.
The Company evaluated the guidance ASC 480-10 Distinguishing Liabilities from Equity and ASC 815-40 Contracts in an Entitys Own Equity to determine the appropriate classification of the instruments. The Series C Preferred Shares do not represent an unconditional obligation to be settled in a variable number of shares of common stock, are not redeemable and do not contain fixed or indexed conversion provisions similar to debt instruments. Accordingly, the Series C Preferred Shares are considered equity hosts and recorded in stockholders equity. The May Warrants do not contain contingent settlement terms not indexed solely to the Companys own shares of common stock and, accordingly, were also recorded in stockholders' equity. The Company allocated $2.0 million, $1.3 million and $1.8 million of net proceeds to the Series C Preferred Stock, the common stock and the warrants, respectively, based on their relative fair values. The Company incurred $25,000 of offering expenses.
September 2015 Exchange and Series D Preferred Shares
On September 25, 2015, the Company entered into Amendment Agreements (the Amendments) which amended the terms of the December Subscription Agreements and May Subscription Agreements. Under the Amendments, the lead investors under the subscription agreements agreed to release all funds remaining held in escrow ($5.0 million under the December 17, 2014 closing and $4.0 million under the May 15, 2015 closing) upon the appointment of certain persons as officers and directors of the Company.
In connection with the Amendments, the Company also entered into Exchange Agreements with the holders of the May Warrants (the September Exchange Agreements) and authorized the issuance of .4 shares of common stock for each share of our Common Stock into which the May Warrants was then convertible, in exchange for cancellation of the May Warrants. The Company agreed that holders of the May Warrants could exchange their May Warrants and receive either: (1) .4 shares of common stock for each share of common stock into which the May Warrant was exercisable immediately, or (2) at the election of any holder who would, as a result of receipt of the common stock hold in excess of 4.99% of the Companys issued and outstanding common stock, shares of 0% Series D Convertible Preferred Stock (the Preferred D Shares) exercisable for common stock on the same basis, but subject to 4.9% beneficial ownership blocker provisions which at the election of the holder, could be reduced to 2.49%. Under the agreement, the Company exchanged all of its May Warrants for an aggregate of 168,333 new shares of 0% Series D Convertible Preferred Stock, which upon full conversion on a fully-diluted basis, convert into 1,683,333 shares of newly issued common stock.
The Preferred D Shares are convertible into shares of common stock based on a conversion calculation equal to the stated value of such Preferred D Share, plus all accrued and unpaid dividends, if any, on such Preferred D Share, as of such date of determination, divided by the conversion price. The stated value Preferred D Shares is $1,000.00 per share and the initial conversion price is $100.00 per share, each subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events. The Company is prohibited from effecting a conversion of the Preferred D Shares to the extent that, as a result of such conversion, such investor would beneficially own more than 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of the Preferred D Shares. Upon 61 days written notice, the beneficial ownership limitation may be increased by the holder up to, but not exceeding, 9.99%. Except as otherwise required by law, holders of Series D Preferred Shares shall not have any voting rights. Pursuant to the Certificate of Designations, Preferences and Rights of the 0% Series D Convertible Preferred Stock, the Preferred D Shares bear no interest and shall rank senior to the Companys other classes of capital stock. The Company accounted for the exchange as a redemption of the warrants and recorded the estimated fair value of Series D Convertible Preferred Stock issued, amounting to $1,969 with a charge to paid-in capital. As the value of the preferred shares issued was less than the value of the warrants redeemed, no excess value needed to be attributed and no portion of the redemption was deemed a dividend.
April 2016 Registered Common Stock and Warrant Offering
On April 13, 2016, the Company entered into a Securities Purchase Agreement with certain institutional investors providing for the issuance and sale by the Company of 1,500,000 shares of the Companys common stock, par value $0.001 per share at an offering price of $1.00 per share, for net proceeds of $1.4 million after deducting placement agent fees and expenses. In addition, the Company sold to purchasers of common stock in this offering, warrants to purchase 1,125,000 shares of its common stock. The common shares and the Warrant Shares were offered by the Company pursuant to an effective shelf registration statement on Form S-3, which was initially filed with the Securities and Exchange Commission on October 22, 2015 and declared effective on December 7, 2015. The closing of the offering occurred on April 19, 2016.
Each Warrant is immediately exercisable for two years, but not thereafter, at an exercise price of $1.15 per share. Subject to limited exceptions, a holder of warrants will not have the right to exercise any portion of its warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to such exercise. The exercise price and number of warrants are subject to adjustment in the event of any stock dividends and splits, reverse stock split, stock dividend, recapitalization, reorganization or similar transaction. The Warrants were classified as liabilities and measured at fair value, with changes in fair value recognized in the Condensed Consolidated Statements of Operations in other expenses (income). The initial recognition of the Warrants resulted in an allocation of the net proceeds from the offering to a warrant liability of approximately $318,000, with the remainder being attributable to the common stock sold in the offering.
Preferred Share Conversion Activity
During the six months ended April 30, 2016, 599,634 shares of Convertible Preferred Stock Series A and 12,001 shares of Convertible Preferred Stock Series D were converted into 719,644 shares of common stock.
Common Stock
On December 18, 2015, the Company issued 50,000 shares of restricted stock to a director. The fair value of the stock on the grant date was $39,000 (based on a grant date stock price of $0.77 per share) and will be recognized over 1 year.
On January 4, 2016, the Company declared a special cash dividend of an aggregate of $10.0 million to holders of record on January 14, 2016 of its outstanding shares of: (i) common stock (ii) Series A Convertible Preferred Stock; (iii) Series B Convertible Preferred Stock; (iv) Series C Convertible Preferred Stock and (v) Series D Convertible Preferred Stock. The holders of record of the Companys outstanding preferred stock participated in the dividend on an as converted basis.
On January 6, 2016, certain investors exercised their options at $0.68 in exchange for the Companys common stock for an aggregated amount of 189,938 shares.
On February 1, 2016, the Company issued 15,000 shares of restricted stock to a non-employee service provider and is being recognized over the one-year service period. |
FAIR VALUE MEASUREMENTS |
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Fair Value Measurements | |||||||||||||||||||||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS | In accordance with ASC 820, Fair Value Measurements, financial instruments were measured at fair value using a three-level hierarchy which maximizes use of observable inputs and minimizes use of unobservable inputs:
In connection with the April 19, 2016 common stock offering, the Company issued warrants to purchase an aggregate of 1,125,000 shares of common stock. These warrants are exercisable at $1.15 per share and expire on April 19, 2018. These warrants were analyzed and it was determined that they require liability treatment. In addition, Under ASC 815, registered common stock warrants that require the issuance of registered shares upon exercise and do not expressly preclude an implied right to cash settlement are accounted for as derivative liabilities. The Company classifies these derivative warrant liabilities on the condensed consolidated balance sheet as a current liability.
The fair value of these warrants at April 19, 2016, and April 30, 2016 was determined to be approximately $318,000 and $344,000, respectively, as calculated using Black-Scholes with the following assumptions: (1) stock price of $0.79 and $0.83, respectively; (2) a risk free rate of 0.77%; and (3) an expected volatility of 86%.
Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. At April 30, 2016, the warrant liability balance of $344,000 was classified as Level 3 instruments.
The following table sets forth the changes in the estimated fair value for our Level 3 classified derivative warrant liability (from April 19, 2016 through April 30, 2016):
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STOCK BASED COMPENSATION ARRANGEMENTS |
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Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCK BASED COMPENSATION ARRANGEMENTS |
Stock-based compensation expense during the three months ended April 30, 2016 and 2015 amounted to approximately $446,000 and $168,000 respectively. Stock-based compensation expense in the six months ended April 30, 2016 and 2015 amounted to approximately $993,000 and $388,000 respectively. Stock-based compensation expense is recorded in general and administrative expenses in the accompanying consolidated statements of operations.
A summary of the Companys stock option activity in the six months ended April 30, 2016 is presented below:
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions for the six months ended April 30, 2016:
The value of stock option grants is amortized over the vesting period of, generally, one to three years. As of April 30, 2016, there was approximately $19,000 of unrecognized compensation cost related to non-vested stock option awards, which is expected to be recognized over a remaining weighted-average vesting period of 0.4 year.
A summary of the Companys restricted stock activity in the six months ended April 30, 2016 is presented below:
The weighted-average fair value of restricted shares granted during the six months ended April 30, 2016 was $0.77. The total fair value of restricted stock vested during the six months ended April 30, 2016 was approximately $391,000.
The value of restricted stock grants are measured based on their fair value on the date of grant and amortized over the vesting period of, generally, six months to three years. As of April 30, 2016, there was approximately $712,000 of unrecognized compensation cost related to unvested restricted stock awards, which is expected to be recognized over a remaining weighted-average vesting period of 0.4 years. The vesting period of 464,583 restricted shares is subject to acceleration upon the achievement of certain performance conditions related to financing or other corporate transactions.
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INCOME TAXES |
6 Months Ended |
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Apr. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | Due to the Companys history of losses and uncertainty of future taxable income, a valuation allowance sufficient to fully offset net operating losses and other deferred tax assets has been established. The valuation allowance will be maintained until sufficient positive evidence exists to support a conclusion that a valuation allowance is not necessary. The Companys effective tax rate for the six months ended April 30, 2016 and 2015 differed from the expected U.S. federal statutory rate primarily due to the change in the valuation allowance. Full conversion of the outstanding shares of Preferred Stock will likely result in limitations on the utilization of the Companys net operating loss carryforwards under IRS section 382. |
LOSS PER SHARE |
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Earnings Per Share [Abstract] | ||||||||||||||||||||||||||
LOSS PER SHARE | Shares of common stock issuable under convertible preferred stock, warrants and options and shares subject to restricted stock grants were not included in the calculation of diluted earnings per common share for the three months and six months ended April 30, 2016 and 2015, as the effect of their inclusion would be anti-dilutive.
The table below provides total potential shares outstanding, including those that are anti-dilutive, on April 30, 2016:
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COMMITMENTS AND CONTINGENCIES |
6 Months Ended |
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Apr. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Contingencies
On February 26, 2015, a complaint for patent infringement was filed in the United States District Court for the Eastern District of Texas by Richard Baker, an individual residing in Australia, against Microsoft, Nintendo, the Company and a number of other game publisher defendants. The complaint alleges that the Companys Zumba Fitness Kinect game infringed plaintiffs patents in motion tracking technology. The plaintiff is representing himself pro se in the litigation and is seeking monetary damages in the amount of $1.3 million. The Company, in conjunction with Microsoft, is defending itself against the claim and has certain third party indemnity rights from developers for costs incurred in the litigation. In August 2015, the defendants jointly moved to transfer the case to the Western District of Washington. The motion is currently pending. The Company cannot currently estimate a potential range of loss if the claim against the Company is successful.
In addition to the item above, the Company at times may be a party to claims and suits in the ordinary course of business. We record a liability when it is both probable that a liability has been incurred and the amount of the loss or range of loss can be reasonably estimated. The Company has not recorded a liability with respect to the matter above. While the Company believes that it has valid defenses with respect to the legal matter pending and intends to vigorously defend the matter above, given the uncertainty surrounding litigation and our inability to assess the likelihood of a favorable or unfavorable outcome, it is possible that the resolution of the matter could have a material adverse effect on our consolidated financial position, cash flows or results of operations.
Commitments
The Company incurs rent expense under a short-term operating lease for administrative offices, which expires in fiscal 2016. Total rent expense amounted to approximately $5,000 and $14,000 for the three months ended April 30, 2016 and 2015, respectively. Total rent expense amounted to approximately $10,000 and $85,000 for the six months ended April 30, 2016 and 2015, respectively, including charges incurred upon vacating its previous administrative offices.
The Company has entered into employment agreements with key executives that contain severance terms and change of control provisions. |
RELATED PARTIES |
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Apr. 30, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTIES | In January 2015, the Company entered into an agreement with Equity Stock Transfer for transfer agent services. A Board member of the Company is a co-founder and chief executive officer of Equity Stock Transfer. Fees under the agreement were approximately $2,000 and $5,000 in the six months ended April 30, 2016 and 2015, respectively. |
ASSIGNMENT OF ASSETS AND LIABILITIES |
6 Months Ended |
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Apr. 30, 2016 | |
Assignment of Assets And Liabilities [Abstract] | |
ASSIGNMENT OF ASSETS AND LIABILITIES | On July 31, 2015, the Company transferred to Zift Interactive LLC (Zift), a newly-formed subsidiary, certain rights under certain of its publishing licenses related to developing, publishing and distributing video game products through retail distribution for a term of one year. The Company transferred Zift to its former chief executive officer, Jesse Sutton. In exchange, the Company received Mr. Suttons resignation from the position of chief executive officer of the Company, including waiver of any severance payments and the execution of a separation agreement, together with his agreement to serve as a consultant to the Company. In addition, Zift will pay the Company a specified percent of its net revenue from retail sales on a quarterly basis.
In addition, the Company entered into a conveyance agreement with Zift under which it assigned to Zift certain assets used in the retail business and Zift agreed to assume and indemnify the Company for liabilities and claims related to the retail business, including customer claims for price protection and promotional allowances. The assets transferred to Zift included cash in an amount of $800,000, of which $400,000 was transferred immediately and the remaining $400,000 is payable by the Company in twelve equal consecutive monthly installments of $33,000 commencing August 1, 2015, and certain accounts receivable and inventory with an aggregate carrying value of approximately $87,000. As of April 30, 2016, the Company had a payable of approximately $76,000 to Zift. |
SUBSEQUENT EVENTS |
6 Months Ended |
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Apr. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | On May 10, 2016, the Company granted 1,975,000 stock options and 1,975,000 restricted stock shares to employees and independent directors. Additionally, the Company granted 50,000 restricted stock shares to a vendor for services.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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Apr. 30, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary located in the United Kingdom. Significant intercompany accounts and transactions have been eliminated in consolidation. |
Revenue Recognition | Revenue Recognition. The Company has recognized revenue upon the shipment of its products when: (1) title and the risks and rewards of ownership are transferred; (2) persuasive evidence of an arrangement exists; (3) there are no continuing obligations to the customer; and (4) the collection of related accounts receivable is probable. Certain products have been sold to customers with a street date (the earliest date these products may be resold by retailers). Revenue for sales of these products is not recognized prior to their street date. Some of the Companys software products provide limited online features at no additional cost to the consumer. Generally, such features have been considered to be incidental to the Companys overall product offerings and an inconsequential deliverable. Accordingly, the Company does not defer any revenue related to products containing these limited online features. However, in instances where online features or additional functionality is considered a substantive deliverable in addition to the software product, such characteristics will be taken into account when applying the Companys revenue recognition policy. While the Company has historically sold its products through two sales channels, retail and digital, in July 2015, the Company transferred retail distribution activities, assets and obligations to a company owned by its former chief executive officer (see Note 13), and therefore ceased retail sales.
The Company generally sold its products to retailers and distributors on a no-return basis, although in certain instances, the Company provided price protection or other allowances on certain unsold products. Price protection, when granted and applicable, allows customers a partial credit against amounts they owe the Company with respect to merchandise unsold by them. Revenue was recognized, and accounts receivable was presented, net of estimates of these allowances.
The Company estimated potential future product price protection and other allowances related to current period product revenue. The Company analyzed historical experience, current sell through of retailer inventory of the Companys products, current trends in the video game market, the overall economy, changes in customer demand and acceptance of the Companys products and other related factors when evaluating the adequacy of price protection and other allowances.
Sales incentives or other consideration given by the Company to customers that were considered adjustments of the selling price of its products, such as rebates and product placement fees, were reflected as reductions of revenue. Sales incentives and other consideration that represent costs incurred by the Company for benefits received, such as the appearance of the Companys products in a customers national circular ad, are reflected as selling and marketing expenses, in accordance with Accounting Standards Codification (ASC) 605-50, Customer Payments and Incentives.
The Companys software products are sold as downloads of digital content for which the consumer takes possession of the digital content for a fee. Revenue from product downloads is generally recognized when the download is made available (assuming all other recognition criteria are met).
The Company records revenue for distribution agreements where it is acting as an agent as defined by ASC Topic 605, Revenue Recognition, Subtopic 45, Principal Agent Considerations, on a net basis. When the Company enters into license or distribution agreements that provide for multiple copies of games in exchange for guaranteed amounts, revenue is recognized in accordance with the terms of the agreements, generally upon delivery of a master copy, assuming our performance obligations are complete and all other recognition criteria are met, or as per-copy royalties are earned on sales of games. |
Cash and cash equivalents | Cash and cash equivalents. Cash equivalents consist of highly liquid investments with original maturities of three months or less at the date of purchase. At various times, the Company has deposits in excess of the Federal Deposit Insurance Corporation limit. The Company has not experienced any losses on these accounts. |
Accounts and Other Receivables and Accounts Payable and Accrued Expenses | Accounts Receivable and Accounts Payable and Accrued Expenses. The carrying amounts of accounts receivable and accounts payable and accrued expenses approximate fair value as these accounts are largely current and short term in nature. |
Allowance for doubtful accounts | Allowance for doubtful accounts. The Company recognizes an allowance for losses on accounts receivable for estimated probable losses. The allowance is based on historical experiences, current aging of accounts, and other expected future write-offs, including specific identifiable customer accounts considered at risk or uncollectible. Any related expense associated with an allowance for doubtful accounts is recognized as general and administrative expense. As of April 30, 2016, there was no allowance for doubtful accounts. |
Capitalized Software Development Costs and License Fees | Capitalized Software Development Costs and License Fees. Software development costs include fees in the form of milestone payments made to independent software developers and licensors. Software development costs are capitalized once technological feasibility of a product is established and management expects such costs to be recoverable against future revenues. For products where proven game engine technology exists, this may occur early in the development cycle. Technological feasibility is evaluated on a product-by-product basis. Amounts related to software development that are not capitalized are charged immediately to product research and development costs. Commencing upon a related products release, capitalized costs are amortized to cost of sales based upon the higher of (i) the ratio of current revenue to total projected revenue or (ii) straight-line charges over the expected marketable life of the product.
Prepaid license fees represent license fees to owners for the use of their intellectual property rights in the development of the Companys products. Minimum guaranteed royalty payments for intellectual property licenses are initially recorded as an asset (prepaid license fees) and a current liability (accrued royalties payable) at the contractual amount upon execution of the contract or when specified milestones or events occur and when no significant performance remains with the licensor. Licenses are expensed to cost of sales at the higher of (i) the contractual royalty rate based on actual sales or (ii) an effective rate based upon total projected revenue related to such license. Capitalized software development costs and prepaid license fees are classified as non-current if they relate to titles for which the Company estimates the release date to be more than one year from the balance sheet date.
The amortization period for capitalized software development costs and prepaid license fees is usually no longer than one year from the initial release of the product. If actual revenues or revised forecasted revenues fall below the initial forecasted revenue for a particular license, the charge to cost of sales may be larger than anticipated in any given quarter. The recoverability of capitalized software development costs and prepaid license fees is evaluated quarterly based on the expected performance of the specific products to which the costs relate. When, in managements estimate, future cash flows will not be sufficient to recover previously capitalized costs, the Company expenses these capitalized costs to cost of sales-software development costs and license fees, in the period such a determination is made. These expenses may be incurred prior to a games release for games that have been developed. If a game is cancelled prior to completion of development and never released to market, the amount is expensed to operating costs and expenses. If the Company was required to write off licenses, due to changes in market conditions or product acceptance, its results of operations could be materially adversely affected.
Costs of developing online free-to-play social games, including payments to third-party developers, are expensed as research and development expenses. Revenue from these games is largely dependent on players future purchasing behavior in the game and currently the Company cannot reliably project that future net cash flows from developed games will exceed related development costs.
Prepaid license fees and milestone payments made to the Companys third party developers are typically considered non-refundable advances against the total compensation they can earn based upon the sales performance of the products. Any additional royalty or other compensation earned beyond the milestone payments is expensed to cost of sales as incurred. |
Property and equipment | Property and equipment. Property and equipment is stated at cost. Depreciation and amortization is being provided for by the straight-line method over the estimated useful lives of the assets, generally five years. Amortization of leasehold improvements is provided for over the shorter of the term of the lease or the life of the asset. |
Income taxes | Income taxes. The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years 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. The Company evaluates the potential for realization of deferred tax assets at each quarterly balance sheet date and records a valuation allowance for assets for which realization is not more likely than not. |
Stock Based Compensation | Stock Based Compensation. The Company measures all stock-based compensation to employees using a fair value method and records such expense in general and administrative expenses. Compensation expense for stock options is recognized on a straight line basis over the vesting period of the award, based on the fair value of the option on the date of grant.
The fair value for options issued is estimated at the date of grant using a Black-Scholes option-pricing model. The risk free rate is derived from the U.S. Treasury yield curve in effect at the time of the grant. The volatility factor is determined based on the Companys historical stock prices. |
Extinguishment of Liabilities | Extinguishment of Liabilities. During the six months ended April 30, 2015, the Company recognized a gain on extinguishment of liabilities of $1.1 million. The Company determined that certain accounts payable balances and claims for license fees and services would never be paid because they were no longer being pursued for payment and had passed the statute of limitations as of April 30, 2015. |
Gain on asset sales, net | Gain on asset sales, net. During the six months ended April 30, 2015, we recognized approximately $128,000 in net gain from the sale of certain game rights and from the sale of office furniture and equipment upon the move to a smaller office. |
Loss Per Share | Loss Per Share. Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted loss per share excludes the potential impact of common stock options, unvested shares of restricted stock and outstanding common stock purchase warrants because their effect would be anti-dilutive. |
Commitments and Contingencies | Commitments and Contingencies. We are subject to claims and litigation in the ordinary course of our business. We record a liability for commitments and contingencies when the amount is both probable and reasonably estimable. We record associated legal fees as incurred. We accrued contingent liabilities for certain potential licensor and customer liabilities and claims that were transferred to Zift but may not be extinguished by such transaction. |
Accounting for Warrants | Accounting for Warrants. The Company accounts for the issuance of common stock purchase warrants issued in connection with the equity offerings in accordance with the provisions of ASC 815, Derivatives and Hedging (ASC 815). The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). In addition, Under ASC 815, registered common stock warrants that require the issuance of registered shares upon exercise and do not expressly preclude an implied right to cash settlement are accounted for as derivative liabilities. The Company classifies these derivative warrant liabilities on the condensed consolidated balance sheet as a current liability. |
Change in fair value of warrant liability | Change in fair value of warrant liability. The Company assessed the classification of common stock purchase warrants as of the date of each offering and determined that such instruments met the criteria for liability classification. Accordingly, the Company classified the warrants as a liability at their fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until the warrants are exercised or expired, and any change in fair value is recognized as change in fair value of warrant liability in the condensed consolidated statements of operations. The fair value of the warrants has been estimated using a Black-Scholes valuation model (see Note 7). |
Estimates | Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities or the disclosure of gain or loss contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Among the more significant estimates included in these financial statements are the recoverability of advance payments for capitalized software development costs and intellectual property licenses, the valuation of warrant liability, and the valuation allowances for deferred tax benefits. Actual results could differ from those estimates. |
Recent Accounting Pronouncements | In May 2014, the Financial Accounting Standards Board ("FASB") issued an Accounting Standards Update ("ASU") creating a new Topic 606, Revenue from Contracts with Customers, which broadly establishes new standards for the recognition of certain revenue and updates related disclosure requirements. The update becomes effective for the Company on November 1, 2018. The Company is reviewing the potential impact of the statement on its financial position, results of operations, and cash flows.
In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842) which supersedes FASB ASC Topic 840, Leases (Topic 840) and provides principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months regardless of classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases. The standard is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted upon issuance. When adopted, the Company does not expect this guidance to have a material impact on our financial statements.
In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations. The purpose of ASU No. 2016-08 is to clarify the implementation of guidance on principal versus agent considerations. For public entities, the amendments in ASU No. 2016-08 are effective for interim and annual reporting periods beginning after December 15, 2017. The Company is currently assessing the impact of ASU No. 2016-08 on its condensed consolidated financial statements and related disclosures.
In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. Under ASU No. 2016-09, companies will no longer record excess tax benefits and certain tax deficiencies in additional paid-in capital (APIC). Instead, they will record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement and the APIC pools will be eliminated. In addition, ASU No. 2016-09 eliminates the requirement that excess tax benefits be realized before companies can recognize them. ASU No. 2016-09 also requires companies to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity. Furthermore, ASU No. 2016-09 will increase the amount an employer can withhold to cover income taxes on awards and still qualify for the exception to liability classification for shares used to satisfy the employers statutory income tax withholding obligation. An employer with a statutory income tax withholding obligation will now be allowed to withhold shares with a fair value up to the amount of taxes owed using the maximum statutory tax rate in the employees applicable jurisdiction(s). ASU No. 2016-09 requires a company to classify the cash paid to a tax authority when shares are withheld to satisfy its statutory income tax withholding obligation as a financing activity on the statement of cash flows. Under current U.S. GAAP, it was not specified how these cash flows should be classified. In addition, companies will now have to elect whether to account for forfeitures on share-based payments by (1) recognizing forfeitures of awards as they occur or (2) estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change, as is currently required. The amendments of this ASU are effective for reporting periods beginning after December 15, 2016, with early adoption permitted but all of the guidance must be adopted in the same period. The Company is currently assessing the impact that ASU No. 2016-09 will have on its condensed consolidated financial statements.
In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customer. The new guidance is an update to ASC 606 and provides clarity on: identifying performance obligations and licensing implementation. For public companies, ASU No. 2016-10 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2017. The Company is currently evaluating the impact that ASU No. 2016-10 will have on its condensed consolidated financial statements.
|
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Apr. 30, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands):
|
PROPERTY AND EQUIPMENT, NET (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Apr. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment | Property and equipment, net, consist of the following (in thousands):
|
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Apr. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payables and Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued expenses consist of the following (in thousands):
|
STOCKHOLDERS' EQUITY (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Apr. 30, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Changes in additional paid-in capital | Convertible preferred stock as of April 30, 2016 consisted of the following (in thousands, except share amounts):
|
FAIR VALUE MEASUREMENTS (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Apr. 30, 2016 | |||||||||||||||||||||||||||||||||||||
Fair Value Measurements Tables | |||||||||||||||||||||||||||||||||||||
Changes in the estimated fair value for Level 3 classified derivative warrant liability | The following table sets forth the changes in the estimated fair value for our Level 3 classified derivative warrant liability (from April 19, 2016 through April 30, 2016):
|
STOCK BASED COMPENSATION ARRANGEMENTS (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Apr. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity | A summary of the Companys stock option activity in the six months ended April 30, 2016 is presented below:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions for the six months ended April 30, 2016:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of the Companys restricted stock activity in the six months ended April 30, 2016 is presented below:
|
LOSS PER SHARE (Tables) |
6 Months Ended | |||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Apr. 30, 2016 | ||||||||||||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||||||||||||
Share-based Compensation, Performance Shares Award Outstanding Activity | The table below provides total potential shares outstanding, including those that are anti-dilutive, on April 30, 2016:
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) $ in Thousands |
6 Months Ended |
---|---|
Apr. 30, 2015
USD ($)
| |
Accounting Policies [Abstract] | |
Gain on sale of Game Rights | $ 128 |
Recognized gain on extinguishment of liabilities | $ 1,100 |
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands |
Apr. 30, 2016 |
Oct. 31, 2015 |
---|---|---|
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid insurance | $ 133 | $ 61 |
State tax receivable | 6 | 30 |
Other | 39 | 10 |
Total prepaid expenses and other current assets | $ 178 | $ 101 |
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands |
Apr. 30, 2016 |
Oct. 31, 2015 |
---|---|---|
Property, Plant and Equipment [Abstract] | ||
Computers and software | $ 61 | $ 61 |
Furniture and equipment | 78 | 78 |
Total property and equipment, gross | 139 | 139 |
Accumulated depreciation | (108) | (94) |
Total property and equipment, net | $ 31 | $ 45 |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands |
Apr. 30, 2016 |
Oct. 31, 2015 |
---|---|---|
Payables and Accruals [Abstract] | ||
Accounts payable-trade | $ 345 | $ 479 |
Royalties, fees and development | 678 | 681 |
Salaries and other compensation | 461 | 510 |
Other accruals | 12 | 16 |
Total accounts payable and accrued expenses | $ 1,496 | $ 1,686 |
STOCKHOLDERS' EQUITY (Details Narrative) - shares |
6 Months Ended | |
---|---|---|
Apr. 30, 2016 |
Apr. 30, 2015 |
|
Class of Stock [Line Items] | ||
Retired Warrants | 8,823,537 | |
Series A Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock converted into common stock | 599,634 | |
Series D Convertible Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock converted into common stock | 12,001 | |
Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 719,644 |
FAIR VALUE MEASUREMENTS (Details) |
6 Months Ended |
---|---|
Apr. 30, 2016
USD ($)
| |
Fair Value Measurements Details | |
Fair value at the beginning of period | $ 0 |
Additions | 317,836 |
Change in fair value | 26,186 |
Fair value at end of period | $ 344,022 |
STOCK BASED COMPENSATION ARRANGEMENTS (Details 1) |
6 Months Ended |
---|---|
Apr. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Risk free annual interest rate | 1.70% |
Expected volatility | 79.00% |
Expected life | 5 years |
Assumed dividends | 0.00% |
STOCK BASED COMPENSATION ARRANGEMENTS (Details 2) |
6 Months Ended |
---|---|
Apr. 30, 2016
$ / shares
shares
| |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number Of Shares Granted | 985,203 |
Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested at beginning of period | 1,384,791 |
Number Of Shares Granted | 65,000 |
Number Of Shares Vested | (464,588) |
Number Of Shares Forfeited | 0 |
Unvested at end of period | 985,203 |
Weighted-Average Grant-Date Fair Value Unvested at beginning of period | $ / shares | $ 1.25 |
Weighted-Average Grant-Date Fair Value Granted | $ / shares | .77 |
Weighted-Average Grant-Date Fair Value Vested | $ / shares | 1.23 |
Weighted-Average Grant-Date Fair Value Forfeited | $ / shares | 0.00 |
Weighted-Average Grant-Date Fair Value Unvested at end of period | $ / shares | $ 1.22 |
STOCK BASED COMPENSATION ARRANGEMENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Apr. 30, 2016 |
Apr. 30, 2015 |
Apr. 30, 2016 |
Apr. 30, 2015 |
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation, Total | $ 446 | $ 168 | $ 993 | $ 388 |
Unrecognized compensation cost | 19 | 19 | ||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost | $ 712 | $ 712 | ||
Weighted-Average Grant-Date Fair Value Granted | $ .77 | |||
Fair value of restricted stock vested | $ 391 |
LOSS PER SHARE (Details) - shares |
6 Months Ended | |
---|---|---|
Apr. 30, 2016 |
Oct. 31, 2015 |
|
Earnings Per Share [Abstract] | ||
Shares issuable upon exercise of warrants | 1,125,000 | |
Shares issuable upon conversion of preferred stock | 17,737,178 | |
Shares issuable upon exercise of stock options | 321,706 | 579,485 |
Non-vested shares under restricted stock grants | 985,203 |
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Apr. 30, 2016 |
Apr. 30, 2015 |
Apr. 30, 2016 |
Apr. 30, 2015 |
|
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating Leases, Rent Expense | $ 5 | $ 14 | $ 10 | $ 85 |
RELATED PARTIES (Details Narrative) - USD ($) $ in Thousands |
6 Months Ended | |
---|---|---|
Apr. 30, 2016 |
Apr. 30, 2015 |
|
Transfer Agent [Member] | ||
Related Party Transaction [Line Items] | ||
Related Party Transaction Strategic Consulting Services Fee From Transaction With Related Party Monthly | $ 2 | $ 5 |
ASSIGNMENT OF ASSETS AND LIABILITIES (Details Narrative) $ in Thousands |
Apr. 30, 2016
USD ($)
|
---|---|
Assignment of Assets And Liabilities [Abstract] | |
Payable | $ 76 |
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