0001213900-15-002353.txt : 20150331 0001213900-15-002353.hdr.sgml : 20150331 20150331172915 ACCESSION NUMBER: 0001213900-15-002353 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 21 CONFORMED PERIOD OF REPORT: 20141231 FILED AS OF DATE: 20150331 DATE AS OF CHANGE: 20150331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OxySure Systems Inc CENTRAL INDEX KEY: 0001413797 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 710960725 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54137 FILM NUMBER: 15740554 BUSINESS ADDRESS: STREET 1: 10880 JOHN W. ELLIOTT ROAD STREET 2: SUITE 600 CITY: Frisco STATE: TX ZIP: 75034 BUSINESS PHONE: (972) 294-6450 MAIL ADDRESS: STREET 1: 10880 JOHN W. ELLIOTT ROAD STREET 2: SUITE 600 CITY: Frisco STATE: TX ZIP: 75034 10-K 1 f10k2014_oxysuresystem.htm ANNUAL REPORT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the Fiscal Year Ended December 31, 2014

 

Commission File No. 000-54137

 

 

 

OXYSURE SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   71-0960725
(State of Incorporation)   (IRS Employer I.D. Number)

 

10880 John W. Elliott Drive, Suite 600, Frisco, TX  75033

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number and area code: (972) 294-6450

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of Each Class   Name of Each Exchange on Which Registered
Common Stock, $0.0004 par value per share   OTCQB

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  o No  þ

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  o No  þ

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  þ No  o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  þ No  o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the this Form 10-K. þ

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

 

Large Accelerated Filer   o Accelerated Filer   o
Non-Accelerated Filer   o Smaller Reporting Company  þ

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o No  þ

 

Our common stock is traded in the over-the-counter market and quoted on the OTCQB under the symbol “OXYS.”

 

The aggregate market value of the voting common equity held by non-affiliates was $4,383,261, based on the closing price of such common equity as of June 30, 2014, the last business day of the registrant’s most recently completed second fiscal quarter.

 

The number of shares outstanding of the registrant’s class of $0.0004 par value common stock as of March 27, 2015 was 29,573,414.

 

DOCUMENTS INCORPORATED BY REFERENCE:

 

None.

 

 

 

 
 

 

TABLE OF CONTENTS

 

ITEM NUMBER AND CAPTION Page
   
Part I    
     
  1. Business 3
       
  1A. Risk Factors 17
       
  1B. Unresolved Staff Comments 27
       
  2. Properties 27
       
  3. Legal Proceedings 27
       
  4. (Removed and Reserved) 27
       
Part II    
       
  5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 28
       
  6. Selected Financial Data 29
       
  7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 29
       
  7A. Quantitative and Qualitative Disclosures About Market Risk 40
       
  8. Financial Statements and Supplementary Data 41
       
  9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 42
       
  9A. Controls and Procedures 42
       
  9B. Other Information 42
       
Part III    
       
  10. Directors, Executive Officers, and Corporate Governance 43
       
  11. Executive Compensation 44
       
  12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 47
       
  13. Certain Relationships and Related Transactions, and Director Independence 48
       
  14. Principal Accountant Fees and Services 49
       
Part IV    
       
  15. Exhibits and Financial Statement Schedules 50

 

2
 

 

PART I

 

FORWARD-LOOKING STATEMENTS

 

All statements contained in this report, other than statements of historical fact, which address activities, actions, goals, prospects, or new developments, that we expect or anticipate will or may occur in the future, including plans for clinical tests and other such matters pertaining to testing and development products, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,” “is intended,” “potential” or “continue” or the negative of such terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including, but not limited to, progress in our product development and testing activities, obtaining financing for operations, development of new technologies and other competitive pressures, legal and regulatory initiatives affecting our products, conditions in the capital markets, the risks discussed in Item 1A – “Risk Factors,” and the risks discussed elsewhere in this report that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activities, performance or achievements expressed or implied by such forward-looking statements.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. We are under no duty to update any of the forward-looking statements after the date of filing of this report or to conform such statements to actual results.

 

All references in this Annual Report to “OxySure,” “OxySure Systems,” the “Company,” “we,” “our” and “us” means OxySure Systems, Inc.

 

ITEM 1—BUSINESS

 

Overview

 

OxySure Systems, Inc. was formed on January 15, 2004 as a Delaware “C” Corporation for the purpose of developing products with the capability of generating medical grade oxygen “on demand,” without the necessity of storing oxygen in compressed tanks.  We developed a unique technology that generates medically pure (USP) oxygen from two dry, inert powders.  Utilizing our technology, we commenced the commercialization of our launch product, a lightweight, portable emergency oxygen system designed for lay person use, known as the OxySure Model 615 (“OxySure Model 615” or “Model 615”).  We believe that the OxySure Model 615 is currently the only product on the market that can be safely pre-positioned in public and private venues for emergency administration of medical oxygen by lay persons, without the need for training. The OxySure Model 615 bridges the gap between the onset of a medical emergency and the time first responders arrive on the scene. We believe that it allows a lay rescuer – a bystander, friend, colleague or loved one – to administer medical oxygen during those first, critical minutes after an emergency occurs, improving medical outcomes and potentially saving lives in the process.

 

We believe that the OxySure Model 615 can be used in any medical emergency, prior to the arrival of first responders. We also believe that the OxySure Model 615 is well suited for placement next to an Automated External Defibrillator (AED) for post-resuscitation use in a cardiac arrest incident.

 

We launched Model 615 initially into the K-12 education markets in the United States, followed by commercial markets. We also sell complimentary products and solutions with Model 615, including replacement cartridges for Model 615, display wall boxes, oxygen wall signage, resuscitation bags, pulse oximeters, thermal bags for Model 615 and AEDs. We have also recently diversified our offerings to include solutions for military use.

 

We were founded by our current Chairman, Chief Executive Officer, President, and Chief Financial Officer, Julian T. Ross, who conducted or managed all of the related research and development, a function Mr. Ross continues to oversee.  In early 2004, Mr. Ross moved his research and development efforts into the North Texas Enterprise Center for Medical Technology (“NTEC”).  NTEC is a Frisco, Texas based medical technology accelerator, and we were selected as an NTEC program company in early 2004, and we were the first program company to graduate from the accelerator program in November 2005.  In December 2005, we received Food and Drug Administration (“FDA”) clearance for Model 615 (510(K), Class II).  The approval number for our FDA clearance is K052396, and Model 615 is cleared for over the counter sale, without the need for a prescription. In February 2014 we received CE Marking approval for the OxySure portable emergency oxygen generator.

 

3
 

 

Emergency/Short Duration Oxygen Market Overview

 

We believe that our process and methodology is unique in the emergency/short duration oxygen supply marketplace. We believe that our process and technology enable the delivery devices to be lighter, safer, and easier to use. We believe that our technology, process and methodology allows us to develop and commercialize solutions that improves access to emergency oxygen that affects the survival, recovery and safety of individuals in several areas of need: (1) Public and private places and settings where medical emergencies can occur; (2) Individuals at risk for cardiac, respiratory or general medical distress needing immediate help prior to emergency medical care arrival; and (3) Those requiring immediate protection and escape from exposure situations or oxygen-deficient situations in industrial, mining, military, or other “Immediately Dangerous to Life or Health” (IDLH) environments.

 

The OxySure Model 615 utilizes a simple, one-step activation using a dispenser that includes a self-contained, disposable cartridge, within which the oxygen is generated. The dispensers are made of lightweight, thermoplastic materials and weigh less than 11 pounds. Model 615 is designed to bridge the gap between the onset of a medical emergency and the time first responders arrive on the scene. It is intended to allow a lay rescuer – a bystander or loved one – to administer medical oxygen during those first, critical minutes after an emergency occurs, improving medical outcomes and potentially saving lives in the process.

 

We believe that the advantages of Model 615 include: (1) Safety: the powders are dry and inert until actuation occurs through the turn of a knob, instantly creating medical grade oxygen. We believe that risks such as an explosion hazard, a fire hazard, an environmental hazard, or a toxicity hazard, are minimized or otherwise eliminated. (2) No Training Required: A simple turn of the knob starts the oxygen generation process. We believe the ease of use makes the Model 615 ideal for lay person use. (3) We believe that Model 615 requires no maintenance mandated by regulation. (4) We believe that Model 615 does not require any hydrostatic testing. (5) We believe that Model 615 can be shipped "rescue ready," subject to applicable Department of Transportation (DOT) regulations. (6) No prescription is required. Model 615 is FDA cleared for over the counter sale. (8) We believe that Model 615 does not require any licenses or permits to place into service. (9) We believe that Model 615 can be placed in any public access venue or private venue. (10) We believe that Model 615 can be used in any medical emergency, prior to the arrival of first responders. (11) We believe that Model 615 is also ideal for placement next to or otherwise in conjunction with an Automated External Defibrillator (AED) for post-resuscitation use in a cardiac arrest incident.

 

Business Strategy

 

The following summarizes the principal elements of our strategy:

 

● We plan to grow revenue by continuing to pursue institutional customers in our core markets, which include the K-12 education market and colleges, as well as other commercial markets, including churches and places of worship, manufacturing facilities and other commercial and municipal buildings, both in the United States and internationally.
   
● We plan to grow revenue by pursuing relationships with large OEM customers.
   
● We believe that Model 615 is a natural complement and companion product to an Automated External Defibrillator (AED). We plan to grow revenue by continuing to market Model 615 as a companion product to AEDs, and our goal in the foreseeable future is to pursue the placement of the OxySure Model 615 next to as many AEDs as possible, in the United States as well as internationally. We believe in the long term, however, Model 615 has the potential to become a standard issue item for public and private settings, just like a fire extinguisher.
   
● We plan to grow revenue by continuing our current channel strategy, which includes leveraging distribution partnerships to enhance market penetration, and we plan to increase our efforts to partner with distributors, including distributors of AEDs, safety products and medical devices. We plan to invest resources in training and tools for our distribution partners’ sales, systems and support organizations, in order to improve the overall efficiency and effectiveness of these partnerships.
   
● We plan to grow revenue by increasing our efforts to promote market awareness and education of our products and their critical need, and our efforts may include partnerships with industry, medical thought leaders, and community and advocacy organizations. Our efforts may include increasing market awareness and education of the need for early administration of emergency or supplemental oxygen for initial stabilization, safety, survival and recovery in medical emergencies.
   
● We plan to pursue market catalysts such as a legislative agenda for state and federal mandates, medical reimbursement for at risk markets, and insurance underwriting benefits and discounts for product users.
   
● We plan to grow revenue by continuing to diversify our product offerings through the addition of complimentary or additive products and solutions that enhance our core product usability, feasibility, appeal or application, or that enhances our ability to access or add value to existing and new customers. Some of these additional products and services may be sourced or supplied by third parties. In addition, we plan to continue our development efforts focused on developing new products incorporating both our core “oxygen from powder” technology, as well as other oxygen related technologies for other vertical markets, such as aviation, mining, military, wound care, skin care, automotive, and sports and recreation, as applicable.
   
● We plan to implement technologies and processes that enhance the performance, appeal and functionality of our product family, enhance manufacturing scalability and reduce manufacturing and operating cost. We will seek to leverage new technologies as they become available.

 

4
 

 

Market Analysis

 

We believe that Model 615 may create a new market category of emergency oxygen availability for the early administration or treatment of cardiovascular, respiratory and other medical emergencies.  By empowering a lay person to augment the services of first responders, we believe that Model 615 may follow a similar model to that of an Automated External Defibrillator (“AED”) or a fire extinguisher.  We believe that Model 615 can be safely pre-positioned in public venues as well as private settings to provide immediate medical grade oxygen in an emergency, but without the risk associated with compressed gas containers, and without the training required to operate such equipment.  We believe that the OxySure Model 615 enables a loved one, bystander or even the victim themselves to administer medical oxygen in a convenient, safe and inexpensive manner while awaiting the arrival of emergency medical responders.  We believe Model 615 may also be helpful as a standby solution by providing temporary oxygen to aid escape in hazardous exposure situations, or when necessary long-term oxygen supplies are interrupted.  We believe that Model 615 significantly strengthens the pre-responder market.

 

We believe there is significant clinical support for the critical need for early oxygen administration during cardiovascular or respiratory emergencies.  During a cardiovascular or respiratory distress emergency, the availability of oxygen to the heart, brain, other vital organs or injured area is either stopped or impaired.  In less than three minutes without oxygen, brain cells can begin to die.  In less than eight minutes, the heart muscle cells can begin to die.  Both of these conditions typically lead to permanent disability, since neither brain cells nor the heart tissue is considered regenerative.  In less than ten minutes the ability to sustain life can be at risk.  Even if a victim survives, their future quality of life can be directly related to the number of minutes that they were deprived of oxygen.  Given that the response time of first responders can be between six and 15 minutes (in the United States) from the time 911 is called, the clinical significance and appeal of the Model 615 becomes apparent.

 

We have begun to introduce Model 615 into education and commercial markets and plan to expand into those markets on a larger scale.  As a general rule, these markets may comprise one or more of the following customer categories: (i) emergency placement markets; (ii) at risk markets; and (iii) preventative buyers.  There is a certain measure of overlap between or among these customer categories, but we believe the following market definitions to be generally accurate.

 

(i) Emergency Placement Markets:

 

We launched Model 615 initially into the K-12 education market, and we plan to continue to grow our sales into this market segment. We have also commenced the sale of Model 615 into other education segments, such as colleges and universities, as well as commercial market segments, such as churches, manufacturing facilities, office buildings and restaurants.  We believe that organizations, corporations, educational customers, and governmental entities will continue to purchase Model 615 as an emergency response measure, and that these markets will grow significantly. By pre-positioning it in an easily accessible way, either by itself, right next to an AED, or right next to a fire extinguisher, Model 615 can serve as a first line of defense in the event of any medical or civil emergency.

 

There are approximately 40 million injury-related emergency room visits in the United States, and we believe that there is a significant number of potential emergencies that would benefit from the immediate application of oxygen, prior to the arrival of professional first responders.  For example, each year over 1 million Americans suffer a potentially fatal cardiac emergency - one person every 34 seconds.  About 460,000 of those cardiac emergencies are fatal, with death occurring before the victim can get professional medical attention.  There are nearly 4.5 million on-the-job injuries and illnesses each year in the US, many of which would be administered oxygen if available.  Approximately 5,000 to 7,000 school-aged children die from sudden cardiac arrest each year without exhibiting prior symptoms.  Many of these deaths occur at school and related sporting events. We believe that with a growth of market awareness and education, Model 615 has the potential to become a standard issue item for most public and private venues.

 

Our initial target locations for emergency placement are summarized below.  It is apparent that many of these targets would have multiple buildings and/or be of a facility size that would justify multiple units of Model 615 on-site.  We believe that the availability of an on-demand oxygen supply, without the dangers generally associated with pressurized tanks, at Model 615’s selected price point may have the potential for governments, regulatory agencies and regulatory boards to require locating one or more such devices pre-positioned on-site. While there can be no assurance that we will be successful, we plan to pursue such legislative and regulatory efforts, in the United States as well as in countries outside of the United States.

 

Educational Facilities

 

There are approximately 102,265 educational campuses in the United States.  Of these, there are approximately:

 

● 87,125 U.S. schools representing grades Kindergarten through 12th grade.4
● 11,000 accredited programs for infants to children of 8 years.  This includes day care and after school programs.5
● 4,140 United States College and Universities.6

 

Manufacturing Facilities

 

According to the U.S. Department of Commerce, Economics and Statistics Administration, there are approximately 350,735 manufacturing facilities in the United States in 2002.

 

 

4   National Association of State Boards of Education (1998-99 school year).

5   National Association for Education for Young Children’s annual report (August 2005).

6   National Center for Education Statistics, Digest of Education Statistics, 2005.

 

5
 

 

Recreational Vehicles

 

According to a study completed by the University of Michigan, approximately 8 million US households own a least one RV.  This represents a 15% increase in RV ownership since 2001 and is largely attributed to the enormous baby boomer generation.7

 

Restaurants

 

The National Restaurant Association’s 37th Annual Industry Forecast (2004) reported approximately 925,000 restaurants in the United States.

 

Occupational Safety & Health Act (OSHA) Compliant Buildings

 

There are approximately 20 million locations for first aid alone called for in the OSHA Compliance Locations Publication.

 

U.S. Federal Government

 

We were awarded a multi-year contract by the General Services Administration (“GSA”) to allow us to supply our products to all branches of the U.S. Federal Government.  Our Federal Supply Schedule Contract number V797P-4153b is unrestricted, or a 100% set-aside contract for small business, and has an initial term ending November 14, 2013.  Thereafter, the contract may be renewed for up to three additional five-year terms.  Federal buyers are able to purchase our products either directly from us or via GSA Advantage!, the U.S. government’s online shopping and ordering system for government buyers.

 

(ii) At Risk Markets:

 

At risk markets comprise individuals at risk of specific medical emergencies as a result of either being diagnosed with or having at least one risk factor associated with cardiovascular disease or respiratory diseases or ailments.  Respiratory diseases or ailments can include chronic obstructive pulmonary disease (“COPD”) and asthma.  We believe that buyers in this At Risk segment will include persons, or relatives of persons, with known existing medical conditions such as cardiovascular disease, COPD or asthma in which the presence of a safe, easy-to-use source of on-demand emergency oxygen is highly appealing.

 

People with Cardiovascular Disease

 

The American Heart Association estimates that there are approximately 80 million Americans who are afflicted with cardiovascular disease in one form or another.  Of the 80 million potential victims: (a) approximately 40 million, or 50% are diagnosed with cardiovascular disease; (b) approximately 40 million, or 50% exhibit at least one risk factor associated with cardiovascular disease; and (c) more than 2/3 are 50 years of age or older.  Management projects that, given the rapid onset of the aging baby boomer population, this ratio will increase substantially over the next decade and will likely increase the number of Americans suffering from such diseases.8

 

People with COPD

 

Chronic obstructive pulmonary disease (“COPD”) is a term which refers to a large group of lung diseases characterized by obstruction of air flow that interferes with normal breathing.  Emphysema and chronic bronchitis are the most important conditions that compose COPD and they frequently coexist.9  COPD is the fourth-ranked cause of death in the United States.   In 2007, approximately 10.2 million U.S. adults aged 18 years and older were estimated to have COPD.10 Oxygen supplementation is one of the few known effective treatments for a COPD exacerbation.  Similar to a severe asthma attack, these individuals never know when or where they will be when an exacerbation may occur.  Model 615 provides a portable, non-battery driven source of oxygen that will allow those with COPD to bridge the gap between the onset of an exacerbation and the availability of emergency care.

 

People with Asthma

 

According to the American Lung Association (“ALA”), there are approximately 22.9 million Americans that have been diagnosed with asthma; 12.4 million had an asthma attack in 2006.11  The ALA states that asthma is the leading chronic illness of children in the United States. In 2006, over 6.8 million children under age 18 had asthma; 4.1 million had an asthma attack that year. The highest asthma prevalence rate was seen in those 5 to 17 years of age (106.3 per 1,000 population). The rate in those under age 18 (92.8 per 1,000) was much greater than those aged 18 to 44 (72.4 per 1,000).12

 

(iii) Preventive Buyers:

 

Management believes that many individuals and homeowners may purchase Model 615 as a preventive/first aid measure in the event of an unforeseen emergency, including cardiovascular emergencies, respiratory emergencies and general medical emergencies.  Preventive buyers are defined as buyers with no known history or diagnosis of chronic disease, but are likely to buy Model 615 in preparation for or in anticipation of a possible emergency.

 

 

7   New University of Michigan Study: RV Ownership Reaches All-Time High (December 18, 2005).

8   American Heart Association, Heart Disease and Stroke Statistics, 2008.

9   American Lung Association, “Trends in COPD,” April 2009, Page 3.

10 Id. at Page 5. 

11 American Lung Association, “American Lung Association Lung Disease Data: 2008,” Page 29.

12 Id. at Page 30. 

 

6
 

 

Management believes that for the same reasons smoke alarms, first aid kits, AEDs and fire extinguishers are purchased for home use, the same consumers may be predisposed to purchase the Model 615 as part of their standard arsenal in the event of an emergency.

 

Sales and Marketing Plan

 

Our sales strategy is focused primarily on an indirect sales strategy for developing push sales of our products.  We currently have in excess of 40 independent third party distributors in the United States. These distributors are typically businesses focused on selling AED’s, medical products or safety products. We have targeted the education market as an early adopter market and have already achieved some initial success in penetrating that market.  As a result of our sales efforts so far, Model 615 was sold into K-12 schools and school districts in more than 40 states.  We plan to continue to build on this early success in the education market.  In addition, we have had initial success in selling Model 615 into colleges, places of worship, manufacturing facilities, and other commercial placement markets, and we will continue our effort to grow sales in those early markets in the foreseeable future.  We also have a limited number of distributors outside of the United States. These include distributors in Australia, New Zealand, United Kingdom, Netherlands, Belgium, Luxembourg, and South Africa. We plan to increase our sales capability by adding independent distributors both in the US and internationally.  We recently received CE Marking approval for Model 615. We plan to pursue relationships with distributors across Europe in the near term. Distributors that we may pursue include:

 

● distributors that have an established presence within the first aid and occupational safety, medical emergency and industrial safety markets;
● automated external defibrillator (AED) manufacturers and distributors; and
● specialty medical distributors that can tap into the (at risk) cardiovascular disease, asthma and COPD market segments.

 

We also plan to increase the number of sub-distributors and sales agents we will appoint in the U.S. to sell our products.

 

Our current marketing efforts are limited, and comprise limited advertising in safety related media, participation in shows and exhibitions, and press releases.  We plan to continue and expand these activities, and we plan to implement a marketing strategy designed to create market demand and sales through increased market awareness and education.

 

Product Diversification

 

Our early sales efforts are focused primarily on institutional customers, such as for example schools and school districts, colleges, places of worship, manufacturing facilities and commercial buildings.  We sell to these customers primarily through distributors but also through sub-distributors and sales agents.  Generally, the buying decisions for our customers are made or influenced by individuals such as safety managers, risk managers, nurses, administrators, facilities managers and medical directors.  These individuals are usually also responsible for acquiring other safety or health emergency solutions or products, such as Automated External Defibrillators (AEDs), Resuscitator Bags (used for CPR), First Aid Kits, and so on.  We source AEDs, Resuscitator Bags, and other complimentary products in order to provide our customers with a total solution for their health emergency and preparedness requirements.  We believe that we there is incremental value in providing our customers the ability to order these products from a single source.  We generally source these ancillary or complimentary products from third party manufacturers or suppliers, and we generally act as a distributor in such cases.

 

Strategic Branding

 

We do not currently have any significant strategic branding activity.  We plan to, in the future, implement a plan to increase our overall strategic branding efforts.  Targeted industry publications that appeal to key decision makers within the specialty medical community will be a focus of these branding and product awareness efforts.  Branded collateral with a targeted message, focus, and call to action will also be part of these planned efforts.

 

7
 

 

Retail Channels

 

We do not currently have any relationships with traditional “brick and mortar” retailers. We plan to pursue distribution partnerships with traditional “brick and mortar” retailers that can merchandise Model 615 or any line extensions thereof for at risk and preventive buyers. We currently have distribution partnership with online retailers Amazon.com, GlobalIndustrial.com and Drugstore.com. In addition, our authorized distribution partners typically have online web stores where they offer our products for sale, in addition to the sales activities of their sales teams.

 

Direct Response Television (DRTV)

 

We believe that a direct response appeal to customers may be a cost-effective method for rapidly building awareness of the features, advantages and benefits of the Model 615, or a line extension(s) thereof.  We plan to test a DRTV campaign to appeal directly to at-risk customers through a targeted pilot in the form of short-duration commercials.  Utilizing space-available national media, sufficient audience reach can be obtained cost-effectively.  Based on the pilot validation, we plan to evaluate the potential of ongoing direct response television marketing efforts, possibly on larger scales.  To date, we have not conducted any direct response television campaigns or pilots, and there can be no assurance that we will do so in the future.

 

Competition and Buying Patterns

 

We believe that our Model 615 portable emergency oxygen device is highly differentiated from all other emergency-duration medical oxygen supply products (compressed gas, cryogenic, thermal decomposition).  We believe that Model 615 makes on-demand, emergency-duration medical oxygen safer and more readily accessible for various classes of user markets.  Its process and the resulting product allow lay person use, as compared to all other competitive technologies where training is typically required and usage can be hazardous.  During oxygen generation in Model 615, there is minimal pressure, and no compressed tanks, regulators, gauges, flames, electrical charge or other hazards typically associated with existing oxygen dispensing devices.  We believe that Model 615 allows a lay person, without training to administer medical oxygen in a medical emergency while waiting for first responders to arrive on the scene.

 

Model 615 is indicated for emergency use, and compressed tanks can be utilized in certain instances for emergency use.  We believe that Model 615 is differentiated from compressed tanks for emergency use as follows:

 

● Model 615 requires minimal to no training to operate, as it is designed for lay person use.  Compressed tanks generally require training to be used.
● Model 615 is a safer option, as it does not represent an explosion hazard in fire situations.
● Model 615 does not require a prescription to be purchased, whereas compressed tanks may require a prescription if the regulator is not pre-set to a flow rate equal to 6 liters per minute or higher for a minimum of 15 minutes.

 

Design and Production Capabilities

 

We employ a systematic approach to product design and production.  We have developed Standard Operating Procedures (SOPs) specific to our design and production processes, and we develop and track new concepts and ideas from a variety of sources, including direct customer feedback, trade shows, and industry conferences.

 

Customer Service

 

We believe we are highly responsive to our customers. We plan to continue to work closely with our major customers in order to ensure high levels of customer satisfaction.  We plan to constantly evaluate and identify our strongest customers in each distribution channel and focus our sales efforts towards the largest and fastest growing distributors and resellers.  While we do not currently do so, we expect to be an Original Equipment Manufacturer, or OEM, for certain customers in the future.

 

Brand Awareness

 

We currently only sell Model 615 and certain other products under the OxySure name and we intend to aggressively promote our self-branded products, marketed under the brand-name OxySure, with a goal of becoming a recognized brand name in the United States, which we expect will assist us in growing our business over the course of the next few years.  We plan to develop and commercialize additional products targeted at various vertical markets under the OxySure brand name, and we believe that in time our consumer oxygen products will develop a solid reputation and an established a brand name in the U.S.

 

8
 

 

Intellectual Property

 

We rely on a combination of patent, trademark and trade secret protection and other unpatented proprietary information to protect our intellectual property rights and to maintain and enhance our competitiveness in the consumer medical industry.  As a matter of practice, we require assignment of intellectual property rights provisions in all our employment, consultant and subcontractor agreements.  We have legal ownership of six U.S. patents, two Australian patents and one South African patent, in addition to other patent applications, that we use in our business operations.  These patents include design, utility, and invention patents that relate to our products.  In January 2004, we entered into an assignment and transfer agreement with Julian T. Ross, our founder and current Chief Executive Officer and his affiliates for the transfer and assignment of the initial patent application to us, and for the transfer to us of any and all other initial intellectual property related to the prior research and development conducted by him in relation to our business.

 

We also rely on unpatented technologies to protect the proprietary nature of our product and manufacturing processes.  We require that our management team and key employees enter into confidentiality agreements that require the employees to assign the rights to any inventions developed by them during the course of their employment with us.  All of the confidentiality agreements include non-competition and non-solicitation provisions that remain effective during the course of employment and for periods following termination of employment, which vary depending on position and location of the employee.

 

We have four registered trademarks in the United States.

 

(1) Registration Number 3346008 entitled “Oxysure Emergency Oxygen”*

(2) Registration Number 3330496 entitled “Oxysure”*

(3) Registration Number 3528998 entitled “Oxysure Pure Oxygen”

(4) Registration Number 3514251 entitled “Technology at Work Saving Lives”

 

* Our former attorney of record with the United States Patent and Trademark Office has allowed these to lapse and we intend to revive them.

 

In addition, we own numerous domain names relevant to our business, such as www.oxysure.com, www.oxysuresystemsinc.com, www.theoxysuregroup.com, www.oxypure.com, www.oxycure.com, www.oxysport.com, www.oxysave.com, www.safeoxygen.com, and many others.

 

Our success will depend in part on our ability to obtain patents and preserve other intellectual property rights covering the design and operation of our products.  We intend to continue to seek patents on our inventions when we deem it commercially appropriate.  The process of seeking patent protection can be lengthy and expensive, and there can be no assurance that patents will be issued for currently pending or future applications or that our existing patents or any new patents issued will be of sufficient scope or strength or provide meaningful protection or any commercial advantage to us.  We may be subject to, or may initiate, litigation or patent office interference proceedings, which may require significant financial and management resources.  The failure to obtain necessary licenses or other rights or the advent of litigation arising out of any such intellectual property claims could have a material adverse effect on our operations.

 

We hold six U.S. patents comprising three utility patents and three design patents as follows:

 

(1) 7,407,632 entitled “Apparatus and delivery of medically pure oxygen,” which expires on May 27, 2024

(2) 7,381,377 entitled “Method for controlled production of a gas,” which expires on June 21, 2025

(3) 7,465,428 entitled “Method and apparatus for controlled production of a gas,” which expires on June 21, 2025

(4) D549,341 entitled “Breathing device utilizing a catalytic oxygen generation method,” which expires on July 30, 2026

(5) D549,342 entitled “Breathing device utilizing a catalytic oxygen generation method,” which expires on July 30, 2026

(6) D615,186 entitled “Chemical reaction activation plunger,” which expires on June 24, 2022

 

In addition, we hold one South African patent, number 2006/5051 entitled “Method and apparatus for generating oxygen.”

 

U.S. patents numbered 1 through 3 are utility patents and are valid for 20 years from the date of each respective filing.  U.S. patents numbered 4 through 6 are design patents and are valid for 14 years from the grant date of each respective design patent.  The South African patent is valid for 20 years from the date of application. The U.S. utility patents cover methods and apparatuses associated with the production (from our chemical process), control, containment and delivery of oxygen (or a gas containing oxygen).  The U.S. design patents cover aspects of the design and features of our product, the Model 615.  The South African patent covers the process by which oxygen is generated. Australian patent number 2007101246 covers certain engineering elements of our system for activation and management of our catalytic oxygen producing system.  

 

9
 

 

Strategy

 

Our goal is to become a global leader in the development, manufacture and sale of emergency/short duration oxygen solutions and medical emergency solutions for pre-hospital markets.

 

We plan to leverage our expertise in product design and development, our intellectual property platform, and develop our distribution network by continuing to develop and introduce new and enhanced products.  We plan to strengthen the performance of our technology to provide users with easy-to-use products.  Our goal is to continue to enhance the functionality of our core features and making our products simpler to use.  We intend to invest additional resources in our research and development, applications and intellectual property to promote innovation and maintain customer preference for our products.

 

Build Partnerships with New and Existing Customers

 

We intend to strengthen relationships with our existing customers and our strategy is to establish partnerships with our current customers whereby we develop and manufacture new products based on their needs.

 

We also seek to leverage our technology to develop relationships and strategic alliances with third-party distributors, vendors, and manufacturers.  We believe OEMs of respiratory products and safety products, distributors and value-added resellers (“VARs”) can simplify the use and increase the safety of their products and services by integrating our products, resulting in broader market opportunities and significant competitive advantages.

 

Expand Global Presence

 

Though we have concentrated in the United States, we believe a strong and growing market for our products exists in countries outside of America, primarily in Europe, Canada, Asia, and South America.  We intend to further expand our international resources to better serve global customers and business associates and to leverage opportunities in markets such as Brazil, Canada, Europe, Australia, South Korea, India, and China.  We plan to add regional sales representatives and distributors in different geographic regions to better address demand for our products.

 

Expand Sales Network and Distribution Channels

 

We intend to expand our sales network in America and develop relationships with a broader set of wholesalers, distributors and resellers, all in order to expand the market availability of our products in the United States.  We believe there exists vast opportunities to expand market presence.  We believe that these relationships will allow us to diversify our customer base and significantly increase the availability and exposure of our products.

 

Augment Marketing and Promotion Efforts to Increase Brand Awareness

 

We continue to devote our efforts towards brand development and utilize marketing concepts in an attempt to strengthen the marketability of our products.  We plan to carry out a brand development strategy based on product innovation, quality, and design excellence.  We have also participated and intend to continue to participate in various exhibitions and similar promotional events to promote our products and brand.

 

Supply of Raw Materials

 

We intend to procure materials to meet forecasted customer requirements.  Special products and large orders are quoted for delivery after receipt of orders at specific lead times.  We will maintain minimum levels of finished goods based on market demand in addition to inventories of raw materials, work in process, and sub-assemblies and components.  We reserve for inventory items determined to be either excess or obsolete.

 

At the current time, we have no material minimum purchase requirements with our raw material suppliers and we place orders with our suppliers on as needed basis.  Because we place orders on an as needed basis our pricing and availability of raw materials from all suppliers can be volatile, attributable to numerous factors beyond our control, including general economic conditions, currency exchange rates, industry cycles, production levels or a supplier’s limited supply.  To the extent that we experience cost increases we may seek to pass such cost increases on to our customers, but cannot provide any assurance that we will be able to do so successfully or that our business, results of operations and financial condition would not be adversely affected by increased volatility of the cost and availability of raw materials.

 

10
 

 

Suppliers

 

We are actively pursuing agreements with multiple manufacturers to ensure we are able to consistently obtain our raw materials and topical products timely, within our defined specifications, and at competitive prices.

 

Our primary current suppliers and the products they supply to us are listed below:

 

Name of Supplier   Products Supplied
AAA Aircare Systems   Air purification products
Activar Construction Products Group   Display systems
AMS Filling Systems, Inc.   Filling equipment
Branson Ultrasonics Corporation   Ultrasonic welding equipment
Brenntag Southwest, Inc.   Chemical supplies
Cardiac Science   AED equipment and supplies
Colder Products   Fitments and connectors
D.B. Roberts Company   Hardware parts
Dymax Corporation   Adhesive products, systems and supplies
HeartSafe America   Medical safety equipment
Heartsine   AED equipment and supplies
Newcomb Spring   Springs
Marking Systems, Inc.   Labeling and related supplies
McMaster-Carr   Hardware parts
Packaging Technologies, Inc.   Sealing Equipment and supplies
Pfaltz & Bauer   Chemical supplies
Polo Custom Products   Carrying bags
Polymer Technology Corporation   Injection molding services
PressCut Industries   Fabrication Materials
R.S. Hughes Company, Inc.   Sealing supplies
Sigma Aldrich   Chemical & lab Supplies
Sunbelt Plastics Tooling   Injection molding services
LTI Atlanta   Filter materials
S. Wickstrom Manufacturing   Injection molding services

 

Presently, we believe our relationships with our suppliers are good and we expect that our suppliers will be able to meet the anticipated demand for our products in the future.  However, due to our dependence on a few suppliers for certain raw materials, we could experience delays in development and/or the ability to meet our customer demand for new products.  In addition, we have a number of longstanding business relationships with certain suppliers, and we believe that alternative suppliers are available.  Although we have not been subject to shortages for any of our components, we may be subject to cutbacks and price increases which we may not be able to pass on to our customers in the event that the demand for components generally exceeds the capacity of our suppliers.

 

Production Operations

 

Our production operations involve the assembly of parts and components and the final assembly of all parts and sub-assemblies that comprise our products.  Many of the parts and components are manufactured by third party manufacturers.  Currently, our production operations are conducted in Frisco, Texas, in a 16,200 square-foot facility, which houses a production and warehousing area of approximately 10,000 square feet.  We use automated machinery to process key aspects of the production process to ensure high uniformity and precision, while leaving the other aspects of the production process to manual labor.  Some of the production is very labor intensive, thus, putting constraints and limitations in our production process.  The current constraints could be eliminated if we automate some or all of the production.  We intend to seek greater production capacity, production efficiencies and lower production costs in the future.  In doing so, we may elect to invest further in our production process, or we may elect to outsource some or all of our production processes as demand for our products grow.  If we invest further in our production processes, our goal would be to further streamline our production process and continue investing in our production infrastructure, which will allow us to further increase our production capacity, helping us to control the per unit cost of our products.  We do not currently have any material contracts with third party manufacturers or sub-contractors for the supply of parts, raw materials or components that require forecasting or minimum order quantities.

 

11
 

 

Quality Control

 

We consider quality control an important element of our business practices.  We have stringent quality control systems that are implemented by company-trained staff members to ensure quality control over each phase of the production process, from the purchase of raw materials through each step in the manufacturing process.  We utilize a scientific management system and precision inspection measurement, capable of ensuring our products are of high quality.

 

Our quality control process consists of the following functions:

 

● setting internal controls and regulations for semi-finished and finished products;
● testing samples of raw materials from suppliers;
● implementing sampling systems and sample files;
● maintaining quality of equipment and instruments; and
● articulating the responsibilities of quality control staff.

 

Research and Development

 

To enhance our product quality, reduce cost, and keep pace with technological advances and evolving market trends, we plan to continue to engage in research and development, as budgets allow.  We spent $583,435 and $356,015 on research and development in 2014 and 2013, respectively.  Our research and development effort is focused on enhancing our technology by improving the performance of our current products and developing new products, in addition to developing related and alternative technologies.  We have made investments of capital and time to develop technology engines, intellectual property and industry expertise in technologies that we believe provide us with a competitive advantage in the markets where we compete.  Our technologies are based on complex formulas which require extensive amounts of data and expertise.  We plan to continue to invest in technologies to maintain our market position and to develop new applications and products.

 

Historically, we have conducted substantially all of our research and development with an in-house staff, including research staff holding advanced degrees.  The duties of our core research function are to improve research and development management and market analysis, in addition to establishing and regulating the production projects.  All departments have worked together to research new material and techniques, test product performance, inspect products and to test performance of machines used in the manufacturing process.

 

In addition to the advancement of our current product, we believe that the future success of our business depends upon our ability to enhance our existing product, to develop compelling new products, to develop cost effective products, to qualify these products with our customers, to effectively introduce these products to existing and new markets on a timely basis, and to commence and sustain volume production to meet customer demands.  To avoid product obsolescence, we will continue to monitor technological changes, as well as users' demands for new technologies.  Failure to keep pace with future changes could adversely affect our revenues and operating results in the future.  Although we have attempted to determine the specific needs of the markets in which we participate, there can be no assurance that the markets will, in fact, materialize or that our existing and future products designed for these markets will gain market acceptance.

 

12
 

 

Warranties and Return Policy

 

We offer limited warranties for our products, comparable to those offered to consumers by our competitors.  Our customers may return products to us for a variety of reasons, such as damage to goods in transit, cosmetic imperfections and other issues, if within the warranty period.  Our customers may generally return products within 30 days and we generally charge a restocking fee if the product is returned within 30 days.

 

Product Liability and Insurance

 

We currently carry $4 million in product liability insurance.  Because of the nature of the products sold by us, we may be periodically subject to product liability claims resulting from personal injuries.  We may become involved in various lawsuits incidental to our business.  To date, we have not been subject to products liability litigation. Our product liability insurance may not sufficiently shield us from any potential product liability claims, and we might not have sufficient funds available to pay any claims over the limits of our insurance.  Furthermore, any potential product liability claim may lead to our product liability insurance being cancelled, or we may not be able to obtain such insurance at a rate that is acceptable to us or at all.  Because personal injury claims based on product liability may be very large, an underinsured or an uninsured claim could financially damage our company.  Accordingly, there can be no assurance that we will have sufficient product liability insurance and/or capital sufficient to cover any successful product liability claims made against us in the future, which could have a material adverse effect on our financial condition and results of operations.

 

Competition

 

We face competition from many other manufacturers, most of which have significantly greater name recognition and financial, technical, manufacturing, personnel, marketing, and other resources than we have.  The market in which we compete is subject to rapid technology changes, highly fragmented, and cyclical.

 

We compete primarily on the basis of quality, price, design, reliability, and quality service and support to our customers.  We believe that our standard products are comparable in quality and performance with competitors in our market category.  Many of our competitors have a stronger competitive position than we do in that they have greater brand recognition and longer-standing customer relationships.

 

Environmental Regulations

 

We are subject to various federal, state and local environmental laws and regulations, including those governing the use, discharge and disposal of hazardous substances in the ordinary course of our manufacturing process.  We believe that our current manufacturing operations comply in all material respects with applicable environmental laws and regulations.  Although we believe that our current manufacturing operations comply in all material respects with applicable environmental laws and regulations, it is possible that future environmental legislation may be enacted or current environmental legislation may be interpreted to create environmental liability with respect to our other facilities, operations, or products.

 

We constructed our manufacturing facilities with the environmental laws and requirements in mind.  If we fail to comply with the provisions of the environmental laws under which we are governed, we could be subject to fines, criminal charges or other sanctions by regulators, including the suspension or termination of our manufacturing operations.

 

Employees

 

As of the date hereof, we had 24 full-time employees, including 13 employees in production and 5 employees in management, sales and marketing.  In addition, we had two part time employees, and several independent consultants that we employ on a retained basis and on an as needed basis. All of our employees are based in the United States.  Our employees are not represented by any labor union and are not organized under a collective bargaining agreement, and we have never experienced a work stoppage due to union activity.

 

13
 

 

Government Regulation

 

Our primary product, the OxySure portable oxygen device, Model 615, is a medical device, subject to extensive and rigorous regulation by the FDA, as well as other Federal and state regulatory bodies in the United States and comparable authorities in other countries.  These regulatory approvals can be lengthy and can cause delays in getting our products into other countries.  Our South African distributor has not yet obtained approval from the South African Medicines Control Council for the importation of Model 615.  We expect that many of our future products will also be similarly subject to regulation by the FDA and other regulatory bodies both in the United States and in other countries.  We currently market our primary product, the Model 615 in the United States under a pre-market notification, or 510(k), clearance for emergency use.  Model 615 was cleared by the FDA for over the counter sale, without the need for a prescription, and the FDA approval number is K052396.  If we seek to market new products or to market new indications for our existing product, we may be required to file for and obtain either 510(k) clearances or Premarket Approval Applications (“PMAs”).

 

The FDA regulations govern the following activities that we perform, or that are performed on our behalf, to ensure that medical devices distributed domestically or exported internationally are safe and effective for their intended uses:

 

● product design, development and manufacture;
● product safety, testing, labeling and storage;
● pre-marketing clearance or approval;
● record keeping procedures;
● product marketing, sales and distribution; and
● post-marketing surveillance, complaint handling, medical device reporting, reporting of deaths or serious injuries and repair or recall of products.

 

Failure to comply with applicable regulatory requirements can result in enforcement action by the FDA, which may include any of the following sanctions:

 

● warning letters, untitled letters, fines, injunctions, consent decrees and civil penalties;
● repair, replacement, refunds, recall or seizure of our products;
● operating restrictions, partial suspension or total shutdown of production;
● refusing our requests for 510(k) clearance or PMA approval of new products, new intended uses or modifications to existing products;
● withdrawing 510(k) clearance or PMA approvals that have already been granted; and
● criminal prosecution.

 

The FDA’s Pre-market Clearance and Approval Requirements

 

Unless an exemption applies, each medical device we wish to distribute commercially in the United States will require either prior 510(k) clearance or a PMA approval from the FDA.  Medical devices are classified into one of three classes - Class I, Class II, or Class III - depending on the degree of risk associated with each medical device and the extent of control needed to ensure safety and effectiveness.  Devices deemed to pose lower risks are placed in either Class I or II, which requires the manufacturer to submit to the FDA a pre-market notification requesting permission to commercially distribute the device.  This process is generally known as 510(k) clearance.  Some low risk devices are exempted from this requirement.  Devices deemed by the FDA to pose the greatest risk, such as life-sustaining, life-supporting or implantable devices, or devices deemed not substantially equivalent to a previously cleared 510(k) device, are placed in Class III, requiring PMA approval.  Our Model 615 is considered a Class II device for its current primary marketed indication.

 

Pre-market Approval Pathway

 

A PMA application must be submitted to the FDA if the device cannot be cleared through the 510(k) process.  The PMA application process is much more demanding than the 510(k) pre-market notification process.  A PMA application must be supported by extensive data, including but not limited to technical information, preclinical data, clinical trials, manufacturing information and labeling to demonstrate to the FDA’s satisfaction the safety and effectiveness of the device.

 

Devices deemed by the FDA to pose the greatest risk, such as life-sustaining, life-supporting or implantable devices, or devices which have a new intended use or use advanced technology, are Class III devices that almost always require formal clinical studies.  The PMA application, which is intended to demonstrate safety and efficacy, must contain data from clinical trials and a full description of the device and its components, the methods, facilities and controls used for manufacturing, and the proposed labeling.  If the FDA determines that a PMA application is sufficiently complete to permit a substantive review, the FDA will accept the application for review.  The Federal Food, Drug, and Cosmetic Act permits a modular review approach, whereby applicants are allowed to submit discrete sections of the PMA for review after each is completed.

 

The FDA has 180 days to review a PMA application, although the review of an application generally occurs over a significantly longer period of time and can take up to several years.  During this review period, the FDA may request additional information or clarification of the information already provided.  Also, an advisory panel of experts from outside the FDA may be convened to review and evaluate the application and provide recommendations to the FDA as to the approvability of the device.  In addition, the FDA will conduct a pre-approval inspection of the manufacturing facility to ensure compliance with quality system regulations.

 

14
 

 

510(k) Clearance Pathway

 

When a 510(k) clearance is required, we must submit a pre-market notification to the FDA demonstrating that our proposed device is substantially equivalent to a previously cleared and legally marketed 510(k) device or a device that was in commercial distribution before May 28, 1976 for which the FDA has not yet called for the submission of a PMA application.  By regulation, the FDA is required to clear or deny a 510(k) pre-market notification within 90 days of submission of the application.  As a practical matter, clearance often takes significantly longer.  The FDA may require further information, including clinical data, to make a determination regarding substantial equivalence.  If the FDA determines that the device, or its intended use, is not substantially equivalent to a previously-cleared device or use, the FDA will place the device, or the particular use, into Class III.

 

Clinical Trials

 

Clinical trials are almost always required to support PMA approval and are sometimes required for 510(k) clearance.  In the United States, these trials generally require submission of an application for an investigational device exemption, or IDE, to the FDA.  The IDE application must be supported by appropriate data, such as animal and laboratory testing results, showing that it is safe to test the device in humans and that the testing protocol is scientifically sound.  The IDE must be approved in advance by the FDA for a specific number of patients unless the product is deemed a non-significant risk device eligible for more abbreviated IDE requirements.  Clinical trials for significant risk devices may not begin until the IDE application is approved by the FDA and the appropriate institutional review boards, or IRBs, at the clinical trial sites.  Any clinical trials we may do must be conducted under the oversight of an IRB at the relevant clinical trial sites and in accordance with the FDA regulations, including but not limited to those relating to good clinical practices.  We are also required to obtain patients’ informed consent that complies with both the FDA requirements and state and Federal privacy regulations.  Failure to meet these standards can result in the clinical data not being accepted by the FDA.

 

If we are required to pursue an IDE in the future, we will need to enroll patients in a feasibility study to evaluate the safety and effectiveness of the intended product for its intended indication.  A feasibility study involves a limited number of patients and is the first opportunity to evaluate device performance in humans under clinical conditions.  It is used to gather information on treatment methods of using a new device, clinical measures to be used in a pivotal study, and evaluate features that may be modified to optimize use of the device.  If the study results are favorable, we will be required to conduct a larger, pivotal, study to demonstrate the device’s safety and effectiveness.  A pivotal study usually involves a larger population at multiple locations and is designed to provide objective evidence of effectiveness based on significant clinical outcomes.  If any pivotal trial conducted by us in the future is successful, all the study data will form the clinical basis of the applicable PMA application for FDA approval of the intended product.

 

We, the FDA or the IRB at each site at which a clinical trial is being performed may suspend a clinical trial at any time for various reasons, including a belief that the risks to study subjects outweigh the benefits.  Even if a trial is completed, the results of clinical testing may not demonstrate the safety and effectiveness of the device, may be equivocal or may otherwise not be sufficient to obtain PMA approval of the product.  Similarly, in Europe the clinical study must be approved by the local ethics committee and in some cases, including studies with high-risk devices, by the Ministry of Health in the applicable country.

 

Pervasive and Continuing Regulation

 

After a device is placed on the market, numerous regulatory requirements continue to apply.  These include:

 

●

the FDA’s QSR requires manufacturers, including third-party manufacturers, to follow stringent design, testing, control, documentation and other quality assurance procedures during all aspects of the manufacturing process;

   
●

labeling regulations and the FDA prohibitions against the promotion of products for uncleared or unapproved uses (known as off-label uses), as well as requirements to provide adequate information on both risks and benefits during promotion of the product;

   
●

clearance or approval of product modifications that could significantly affect safety or efficacy or that would constitute a major change in intended use;

   
●

medical device reporting, or MDR, regulations, which require that manufacturers report to the FDA if their device may have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if the malfunction were to recur;

   
●

post-market surveillance regulations, which apply when necessary to protect the public health or to provide additional safety and effectiveness data for the device; and

   
● the FDA’s recall authority, whereby it can ask, or under certain conditions order, device manufacturers to recall from the market a product that is in violation of governing laws and regulations.

 

15
 

 

After a device receives 510(k) clearance or PMA approval, any modification that could significantly affect its safety or effectiveness, or that would constitute a major change in its intended use, will require a new clearance or approval.  The FDA requires each manufacturer to review changes that it makes and determine whether they are of a type that would require a new 510(k) or PMA filing.  This determination must be documented by us.  While we make this determination initially, the FDA can review any such decision and can disagree with a manufacturer’s determination.  The FDA may also make this determination on its own initiative.

 

The MDR regulations require that we report to the FDA any incident in which our product may have caused or contributed to a death or serious injury or in which our product malfunctioned and, if the malfunction were to recur, would likely cause or contribute to death or serious injury.  We have not filed any MDR reports to the FDA for Model 615 since we started selling the product. However, two MDRs were filed by a third party.

 

We have registered with the FDA as a medical manufacturer.  The FDA has broad post-market and regulatory enforcement powers.  We are subject to unannounced inspections by the FDA to determine our compliance with the QSR and other regulations, and these inspections may include the manufacturing facilities of our suppliers.

 

Promotion and Advertising Restrictions

 

We may promote and advertise Model 615 only for emergency use.  However, physicians may prescribe Model 615 for uses that are not described in its FDA-approved labeling and for uses that differ from those tested by us and approved by the FDA.  Such off-label uses are common across medical specialties.  Physicians may believe that such off-label uses are the best treatment for some patients in varied circumstances.  The FDA does not regulate the behavior of physicians in their choice of treatments.  The FDA does, however, strictly prohibit a manufacturer’s communications regarding off-label uses.  Companies cannot actively promote FDA-approved devices for off-label uses.  If the FDA believes we are promoting Model 615 for off-label uses, we could be subject to negative publicity, warning letters, fines, civil and criminal penalties, injunctions and product seizures.

 

16
 

 

ITEM 1A—RISK FACTORS

 

Risks Relating to the Early Stage of our Company, our Financial Position and our Need for Additional Capital

 

We are an early stage company and have a history of net losses. Currently, we have one product that we manufacture and make available for commercial sale, and to date we have not generated any significant product revenue. As a result, we expect to continue to incur substantial net losses for the foreseeable future, which raises substantial doubt about our ability to continue as a going concern.

 

We were incorporated on January 15, 2004 and we do not have a long operating history or realized any substantial revenues.  We do not have any sufficient operating history upon which an evaluation of our future success or failure can be made.  Our accumulated deficit from inception through December 31, 2014 was $18,041,208.

 

We have devoted most of our financial resources to research and development, FDA and other regulatory approvals, and the development our production capability. We have had limited revenues from our launch product, the OxySure Model 615.  We expect to continue to incur research and development expenses as well as significant expenses related to investment in sales and marketing and organizational growth in the foreseeable future related to the ongoing product development, completion of new development and commercialization of our products.  In addition, if we are required by applicable regulatory authorities, including the FDA, to perform studies related to any future products, our expenses will increase beyond expectations and the timing of any potential product approval may be delayed. We also expect an increase in our expenses associated with our manufacturing and the commercialization of future products, if any. In addition, we expect to continue to incur costs to support operations as a public company. As a result, we may continue to incur substantial net losses and negative cash flow for the foreseeable future. These losses and negative cash flows have had, and will continue to have, an adverse effect on our stockholders’ equity and working capital. We expect our net losses to continue into the foreseeable future.  There is no assurance our future operations will result in profitable revenues.

 

Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to:

 

● raise additional funds from debt and/or equity;
● raise awareness and achieve widespread market acceptance of our technology and our products;
● identify and pursue channels and mediums through which we will be able to market and sell our products, including distributors and retailers;
● attract and retain performing employees;

● lower our production costs significantly;
● obtain any regulatory approvals where needed to market our products, including approvals in international markets;
● procure and maintain on commercially reasonable terms relationships with third parties for the supply of services, parts and other manufacturing inputs; and
● manage growth by managing administrative overhead.

 

Because of the numerous risks and uncertainties associated with medical device product development, we are unable to accurately predict the timing or amount of substantial expenses or when, or if, we will be able to achieve or maintain profitability. We have financed our operations primarily through the sale of equity securities and debt financings. The size of our future net losses will depend, in part, on the rate of growth of our expenses and the rate of growth of our revenues. If we are unable to develop and commercialize our other product candidates or if sales revenue from Model 615 and our existing offerings are insufficient, we will not achieve profitability. Even if we do achieve profitability, we may not be able to sustain or increase profitability.

 

As a result of the foregoing circumstances our independent registered public accounting firm has included, and is likely in the future to include, an explanatory paragraph in their audit opinions based on substantial uncertainty regarding our ability to continue as a going concern.  An audit opinion of this type may interfere with our ability to obtain debt or equity financing in the future.

 

17
 

 

We are at a very early operational stage and our success is subject to the substantial risks inherent in the establishment of a new business venture.

 

The implementation of our business strategy is in a very early stage.  We only produce one product, a portable emergency oxygen device, and the commercialization of this product is in its infancy.  Our intended markets may not adopt this product, and it may not be commercially successful.  We intend to develop additional product candidates but none have proven to be commercially viable or successful.  Our business and operations should be considered to be in a very early stage and subject to all of the risks inherent in the establishment of a new business venture.  Accordingly, our intended business and operations may not prove to be successful in the near future, if at all.  Any future success that we might enjoy will depend upon many factors, several of which may be beyond our control, or which cannot be predicted at this time, and which could have a material adverse effect upon our financial condition, business prospects and operations and the value of an investment in our company.

 

We have a very limited operating history and our business plan is unproven and may not be successful.

 

Our company was formed in January 2004, but we only began commercial product shipment of our first product in earnest in 2008 after we moved into our new, purpose built production facility.  Since January 2004, our primary activities have been research and development, the obtainment of our FDA approval, the identification of collaborative partners, intellectual property protection such as patent applications and capital raising activities.  We have not licensed or sold any substantial amount of products commercially and do not have any definitive agreements to do so.  We have not proven that our business model will allow us to identify and develop commercially feasible products in the long term.

 

We have limited organizational and management resources.

 

Our management and organizational resources are limited, and this may adversely impact our ability to execute our business plan, successfully continue the commercialization of our portable emergency oxygen device, maintain regulatory compliance, or capitalize on market opportunities, if any.  We have significant intellectual capital invested in our current employees and management, and any loss in organizational resources may have an adverse impact on our business.  In particular, we have been, and we expect to continue to be reliant on, the experience and talents of our CEO and President, Mr. Ross.

 

We may have difficulty raising additional capital, which could deprive us of necessary resources.

 

We expect to continue to devote significant capital resources to provide working capital, and to fund sales and marketing as well as research and development.  In order to support the initiatives envisioned in our business plan, we will need to raise additional funds through the sale of assets, public or private debt or equity financing, collaborative relationships or other arrangements.  Our ability to raise additional financing depends on many factors beyond our control, including the state of capital markets, the market price of our common stock and the development or prospects for development of competitive technology by others.  Because our common stock is currently traded on the OTCQB and trading volumes are minimal, many investors may not be willing to purchase it or may demand steep discounts.  Sufficient additional financing may not be available to us or may be available only on terms that would result in further dilution to the current owners of our common stock.

 

We expect to raise additional capital during 2015, but we do not have any firm commitments for additional funding.  If we are unsuccessful in raising additional capital, or the terms of raising such capital are unacceptable, we may suffer liquidity issues that may have a material adverse impact on our ability to continue operations or we may have to modify our business plan and/or significantly curtail our planned activities and other operations.

 

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Failure to effectively manage our growth could place strains on our managerial, operational, and financial resources and could adversely affect our business and operating results.

 

Our growth has placed, and is expected to continue to place, a strain on our managerial, operational and financial resources.  Further, we will be required to manage those multiple relationships.  Any further growth by us or an increase in the number of our distributors, strategic relationships or alliances will increase this strain on our managerial, operational and financial resources.  This strain may inhibit our ability to achieve the timely execution necessary to implement our business plan, and could have a material adverse effect upon our financial condition, business prospects and operations and the value of our stock.

 

Our success is dependent on key personnel.

 

Our ability to succeed is substantially dependent on the performance of our officers and directors.  Our success also depends on our ability to attract, hire, retain and motivate future officers and key employees.  The loss of the services of any of these executive officers or other key employees could have a material adverse effect on our business, prospects, financial condition and results of operations.  We have entered into employment agreements with our executive officers and key employees.  We currently have no “Key Person” life insurance policies.  Our future success may also depend on our ability to identify, attract, hire, train, retain and motivate other highly skilled technical, managerial, sales, marketing and customer service personnel.  We have been, and we expect to continue to be reliant on, the experience and talents of our CEO and President, Mr. Ross.

 

Competition for such personnel is intense, and there can be no assurance that we will be able to successfully attract, assimilate or retain sufficiently qualified personnel.  The failure to attract and retain the necessary technical, managerial, sales, marketing and customer service personnel could have a material adverse effect on our business, prospects, and financial condition.

 

Risks Relating to our Research and Development Business

 

There are substantial inherent risks in attempting to commercialize new technological applications, and, as a result, we may not be able to successfully develop additional products or technology for commercial use.

 

We conduct ongoing development on our portable emergency oxygen device, and we conduct research and development of products in various vertical markets and industries.  Historically, our product development team has worked on developing technology and products in various stages.  However, commercial feasibility and acceptance of such product candidates are unknown.  Scientific research and development requires significant amounts of capital and takes an extremely long time to reach commercial viability, if at all.  Other than our portable emergency oxygen device, to date, our research and development projects have not produced commercially viable applications, and may never do so.  Even our portable emergency oxygen device may not prove to be commercially viable in the long term.  During the research and development process, we may experience technological barriers that we may be unable to overcome.  Because of these uncertainties, it is possible that none of our product candidates will be successfully developed.  If our portable emergency oxygen device fails to achieve widespread commercial success, or we are unable to successfully develop new products or technology for commercial use, we will be unable to generate revenue or build a sustainable or profitable business.

 

We will need to achieve commercial acceptance of our applications to generate revenues and achieve profitability.

 

There can be no assurance that there will be continued market acceptance for our portable emergency oxygen device, its need, or its use in the long term, and there can be no assurance of its commercial acceptance or profitability in the long term.  While we intend to develop additional products, even if our research and development yields technologically feasible applications, we may not successfully develop commercial products, and even if we do, we may not do so on a timely basis.  If our research efforts are technologically successful, it could take years before this technology is commercially viable.  During this period, superior competitive technologies may be introduced or customer needs may change, which will diminish or extinguish the commercial uses for our applications.  We cannot predict when significant commercial market acceptance for our portable emergency oxygen device or any of our potential new products will develop, if at all, and we cannot reliably estimate the projected size of any such potential market.  If markets fail to accept our portable emergency oxygen device or any new products we may develop, we may not be able to generate revenues from the commercial application of our products and technologies.  Our revenue growth and achievement of profitability will depend substantially on our ability to have our portable emergency oxygen device and any new products we may introduce be accepted by customers.  If we are unable to cost-effectively achieve acceptance of our products and technology by customers, or if the associated products do not achieve wide market acceptance, our business will be materially and adversely affected.

 

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We will need to establish relationships with collaborative and development partners to fully develop and market our existing and new products.

 

We do not possess all of the resources necessary to develop and commercialize existing and new products on a mass scale resulting from or that may result from our technologies.  Unless we expand our product development capacity and enhance our internal marketing capability, we will need to make appropriate arrangements with collaborative partners to develop and commercialize current and future products.

 

If we do not find appropriate partners, our ability to develop and commercialize products could be adversely affected.  Even if we are able to find collaborative partners, the overall success of the development and commercialization of product candidates in those programs will depend largely on the efforts of other parties and is beyond our control.  In addition, in the event we pursue our commercialization strategies through collaboration, there are a variety of attendant technical, business and legal risks, including, but not limited to:

 

● a partner would likely gain access to our proprietary information, potentially enabling the partner to develop products without us or design around our intellectual property;

 

● we may not be able to control the amount and timing of resources that our partners may be willing or able to devote to the development or commercialization of our product candidates or to their marketing and distribution; and

 

● disputes may arise between us and our partners that will result in the delay or termination of the research, development or commercialization of our products and product candidates or that may result in costly litigation or arbitration that diverts our resources.

 

The occurrence of any of the above risks could impair our ability to generate revenues and harm our business and financial condition.

 

We rely on third parties to manufacture many of our product parts and subassemblies and we expect to rely on third parties for new product candidates and our business will suffer if they do not perform.

 

Our production activity is primarily focused on the final assembly of our portable emergency oxygen device, and we outsource the manufacturing of most of the parts, components or subassemblies.  We expect to continue to utilize this manufacturing model for this product as well as for new product candidates.  As a result, we do not expect to manufacture many of our products and product inputs and will engage third party contractors, molders and packagers to provide manufacturing or contract manufacturing, molding or production services.  If our contractors do not operate in accordance with regulatory requirements and quality standards, our business will suffer.  We expect to use or rely on components and services that are provided by sole source suppliers.  The qualification of additional or replacement vendors is time consuming and costly.  If a sole source supplier has significant problems supplying our products or product inputs, our sales and revenues will suffer until we find a new source of supply.

 

Our production process is very labor intensive.

 

Due to resource constraints and current limitations in our production process, our production process is very labor intensive.  We hope in the future to increase the level of automation in our process, and if we do, there is no assurance that we will be able to realize any production efficiencies through such automation.  If we are not able to automate our processes or do not realize any production efficiencies though automation, we may need a larger production force, and if we do, our production costs may rise.  Furthermore, if our production process stays labor intensive then our production cycle times may be slower which will prevent us from responding to large orders effectively and timeously.  We may elect to outsource some or all of our production process in an effort reduce costs and increase production capacity.  If we do, we may experience quality issues and long production lead times, which will adversely impact customer satisfaction and sales.  In addition, quality issues may lead to enforcement action by the FDA.

 

Moving to higher production volumes could be accompanied by quality problems.

 

To date, we have produced and shipped limited quantities of our first product, the portable emergency oxygen device.  In the event that demand for this product increases, we will have to accommodate such increases in demand by increasing our production throughput.  There can be no assurance that we would be successful in increasing our production throughput in response to any increases in demand, or that we would not suffer losses in product quality.  Any upward pressure on production capacity requirements may have an adverse impact on quality, production cost and delivery times.  Furthermore, we may seek to outsource some, part or all of our production process to meet demand.  Any such outsourcing of production may have an adverse impact on quality, production cost and delivery times.

 

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We rely on third parties for the sales and distribution of our products, who may not be successful in selling our products, or who may not perform to their sales commitments or obligations.

 

We currently do not have adequate resources to market, sell and distribute any products outside of the U.S. and engage third party marketing and distribution companies to perform these tasks.  We also do not have adequate resources to effectively market, sell and distribute products in the U.S.  While we believe that distribution partners will be available, we cannot assure you that the distribution partners, if any, will succeed in selling our products.  We may not be able to maintain satisfactory arrangements with our sales and distribution partners, who may not devote adequate resources to selling our products.

 

Our distribution partners may not honor their agreements with us or they may not honor the provisions of the sales quotas or minimum sales requirements prescribed in those agreements, where applicable. Some of our distributors have minimum sales commitments with us that they have not met. While we may have remedies available to us under our distribution agreements with our distributors, we have elected not to seek the relief provided by those remedies. There can be no assurance that these distributors, or any other distributors in the future will adhere to their minimum sales commitments to us.

 

If any of these situations occurs or remains unresolved, we may not be able to successfully market and sell our products, which would decrease or eliminate our ability to generate revenues.

 

We may not be successful at marketing and selling our technology or products.

 

That can be no assurance that our portable emergency oxygen device, the OxySure Model 615 will receive continued market acceptance.  We also intend to develop additional products and technologies for various vertical market applications.  We may not be able to market and sell our technology or products and any financial or research efforts we exert to develop, commercialize or promote such products may not result in revenue or earnings.

 

We may not be able to compete with better-established competitors.

 

While our portable emergency oxygen device is a medical device, it is targeted at commercial, education and government markets, as well as consumer markets.  In addition, our intended future products are targeted at various commercial, education, government and consumer markets.  The industries in which we operate, which include, but are not limited to, the medical device and biotechnology industries, are intensely competitive.  Most of our competitors have significantly greater financial, technical, manufacturing, marketing and distribution resources as well as greater industry experience than we have.  The particular medical conditions, illnesses or diseases our portable emergency oxygen device and future product lines are intended to address can also be addressed by other medical devices, products, procedures or drugs.  Many of these alternatives are widely accepted by physicians and our target customers and have a long history of use.  Physicians and target customers may use our competitors’ products and/or our products may not be competitive with other technologies.  If these things happen, our sales and revenues will be adversely impacted.  In addition, our current and potential competitors may establish cooperative relationships with large medical equipment companies or companies with competitive technologies to gain access to greater research and development or marketing resources.  Competition may result in price reductions, reduced gross margins and loss of market share.

 

Our products may be displaced by newer technology.

 

The medical device and biotechnology industries are undergoing rapid and significant technological change.  Third parties may succeed in developing or marketing technologies and products that are more effective than those developed or marketed by us, or that would make our technology and products obsolete or non-competitive.  Additionally, researchers and engineers could develop new technologies and products that could replace our technologies and products or reduce their importance.  Accordingly, our success will depend, in part, on our ability to respond quickly to medical and technological changes through the development and introduction of new products.  We may not have the resources to do this.  If our product candidates become obsolete and our efforts to develop new products do not result in any commercially successful products, our sales and revenues will suffer.

 

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We may not have sufficient legal protection against infringement or loss of our intellectual property and we may lose rights to our licensed intellectual property if diligence requirements are not met.

 

Our success depends, in part, on our ability to secure and maintain patent protection, to preserve our trade secrets, and to operate without infringing on the patents of third parties.  While we intend to protect our proprietary positions by filing United States and foreign patent applications for our important inventions and improvements, domestic and foreign patent offices may not issue these patents.

 

To date we have filed various patents with respect to our technology and product candidates.  Some of these applications include applications for provisional patents which are not reviewed by the United States Patent and Trademark Office (“PTO”) and will not result in the issuance of a patent, unless a regular patent application is filed within one year after the filing of the provisional patent application.  Generally, our provisional patent applications do not contain all of the detailed design and other information required by a regular patent application.  As a result, it may be uncertain whether the description of the invention in a provisional patent meets the “best mode and enablement” requirements for issuance of a patent.  Failure to adequately describe the invention may result in the loss of certain claims.  Although we intend to file regular patent applications with respect to any of our provisional patent applications, such filings require substantial expenditures of management time and legal fees.  If we do not have the funds or resources to prepare, file and maintain patent applications, we could lose proprietary rights to our technology.

 

Even if we file patent applications and patents are issued, third parties may challenge, invalidate, or circumvent our patents or patent applications in the future.  Competitors, many of which have significantly more resources than we have and have made substantial investments in competing technologies, may apply for and obtain patents that will prevent, limit, or interfere with our ability to make, use, or sell our products either in the United States or abroad.

 

In the United States, patent applications are secret until patents are issued, and in foreign countries, patent applications are secret for a time after filing.  Publications of discoveries tend to significantly lag the actual discoveries and the filing of related patent applications.  Third parties may have already filed applications for patents for products or processes that will make our products obsolete or will limit our patents or invalidate our patent applications.

 

We require our employees, consultants, advisers and suppliers to execute confidentiality and assignment of invention agreements in connection with their employment, consulting, advisory, or supply relationships with us.  They may breach these agreements and we may not obtain an adequate remedy for breach.  Further, third parties may gain access to our trade secrets or independently develop or acquire the same or equivalent information.

 

We could be damaged by product liability claims.

 

Our portable emergency oxygen device is intended for use by laypersons, without any training requirements. If one of our products malfunctions or a person misuses it and injury results to a user or operator, the injured party could assert a product liability claim against our company. While we currently carry a limited amount of product liability insurance in the amount of $4 million, it may not sufficiently shield us from any potential product liability claims, and we might not have sufficient funds available to pay any successful claims in excess of the limits of our insurance. Furthermore, any potential product liability claim may lead to our product liability insurance being cancelled, or we may not be able to obtain such insurance at a rate that is acceptable to us or at all. Because personal injury claims based on product liability may be very large, an underinsured or an uninsured claim could financially damage our company.

 

We may encounter unforeseen costs in supplying products.

 

Our estimates of the costs and time to be consumed in receiving components or input products supplied by outside vendors or third party companies may not be accurate.  There can be no assurance that we will not experience supply chain issues such as supply interruptions, fluctuations in supply or demand, or fluctuations in shipping costs caused by fluctuations in fuel costs.  If we were to experience such supply issues, they may have a material adverse effect on our business and operations.  We may not be able to transfer any adverse cost variations to our customers.

 

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Risks Relating to the Regulatory Environment

 

We may have compliance issues with the FDA which could prevent or delay our ability to generate revenues.

 

Our primary product, the portable emergency oxygen device is considered a Class II medical device by the FDA.

 

The FDA regulations govern the following activities that we perform, or that are performed on our behalf, to ensure that medical devices distributed domestically or exported internationally are safe and effective for their intended uses:

 

● product design, development and manufacture;
● product safety, testing, labeling and storage;
● pre-marketing clearance or approval;
● record keeping procedures;

● product marketing, sales and distribution; and
● post-marketing surveillance, complaint handling, medical device reporting, reporting of deaths or serious injuries and repair or recall of products.

 

Failure to comply with applicable regulatory requirements can result in enforcement action by the FDA, which may include any of the following sanctions:

 

● warning letters, untitled letters, fines, injunctions, consent decrees, and civil penalties;
● repair, replacement, refunds, recall, or seizure of our products;
● operating restrictions, partial suspension or total shutdown of production;
● refusing our requests for 510(k) clearance or Pre-market Approval (“PMA”) of new products, new intended uses or modifications to existing products;

● withdrawing 510(k) clearance or PMA approvals that have already been granted; and
● criminal prosecution.

 

We may face problems related to the Department of Transportation regarding the shipment of our product which could potentially increase our shipping costs and limit our revenue potential.

 

The U.S. Department of Transportation (“DOT”) issued an interpretation letter on October 3, 2008 determining that our primary product, the portable emergency oxygen device, should be classified as “Oxygen Generator, Chemical, UN3356” for the purposes of shipment.  As a result of this interpretation, we are required to maintain at least one certified shipping personnel on staff to conduct shipping from our warehouse.  This DOT interpretation also requires us to put certain hazardous materials labeling on our packages upon shipment.

 

Furthermore, delivery and logistics providers such as United Parcel Service (“UPS”) and Federal Express typically charge a hazardous materials fee (“hazmat fee”) for products shipped with a UN3356 designation.  These issues have caused us to experience problems related to shipping, including the following:

 

● To date, we have typically passed any shipping hazmat fees on to our customers, but we have experienced customer resistance to these fees.
● During the period that we are shipping under the UN3356 shipping designation, the OxySure Model 615 can be transported by all modalities, including rail, road, ocean, and air.  However, when transported by air it has to be: (i) transported on cargo aircraft; (ii) appropriately labeled; and (iii) no more than 25 kilograms gross in weight.  However, several air cargo transporters have declined to transport “chemical oxygen generators,” especially internationally.  This has caused problems for us in shipping limited quantities of products by air to international destinations.

 

During the period that we are shipping under the UN3356 shipping designation, we may not be able to continue to pass the hazmat fees on to our customers.  If we elect to absorb these hazmat fees, it may significantly increase our shipping costs.  If we continue to pass these hazmat fees on to our customers, it may limit our revenue potential.  Further, during the period that we are shipping under the UN3356 shipping designation we could suffer a temporary or permanent suspension of our ability to ship our products if we were to fail to comply with the applicable shipping requirements, which could result in a total loss or large decrease in the sales of our product.  A permanent suspension of our ability to ship could result from, without limitation, repeated, gross violations of applicable regulations that have remained uncured, while we are shipping under the UN3356 shipping designation.

 

While the FDA has deemed the Model 615 sufficiently safe for over the counter purchase by lay persons, and while we have obtained independent, third party validation of the non-hazardous nature of Model 615, we are required, for shipment purposes, to comply with requirements of this interpretation letter until we can obtain a Special Permit or other similar relief, removing these shipping requirements.  We intend to pursue such a Special Permit or other similar relief. However, there can be no assurance that we will be able to obtain such a Special Permit or that we will be able to obtain some other, similar relief from DOT.  If we are able to obtain such a Special Permit or other similar relief, there can be no assurance that it won’t take a very long time to achieve.  Any delay or inability to obtain such a Special Permit or other, similar relief could have a material adverse impact on the marketability of our product, which in turn could limit our revenue potential.

 

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We are subject to regulations and limitations set forth by the Federal Aviation Administration which could limit our ability to generate revenues.

 

The Federal Aviation Administration (“FAA”) maintains control over any oxygen devices that are carried by commercial aircraft, either as commercial cargo, passenger luggage or as passenger on-board items.  The DOT interpretation letter dated October 3, 2008 determined that our primary product, the portable emergency oxygen device should be classified as “Oxygen Generator, Chemical, UN3356” for the purposes of shipment.  This means, in part, that the product can only be shipped on cargo aircraft and cannot be carried on board commercial aircraft unless the FAA grants us specific approval for our product to be allowed on commercial aircraft.  Currently, we have not sought approval from the FAA for passengers to carry our portable emergency oxygen device on board commercial aircraft.  We intend to seek approval by the FAA for passengers to be allowed to carry our portable emergency oxygen device on board commercial aircraft.  There can be no assurance that we will be able to obtain such approval.  If we are able to obtain such approval, there can be no assurance that it won’t take a long time to obtain.  Any delay or inability to obtain such FAA approval could have a material adverse impact on the marketability of our product and could limit our revenue potential.

 

We may face problems or delays in obtaining regulatory approval in international markets which could prevent or delay our ability to generate revenues.

 

As a medical device, our product is highly regulated.  We anticipate that most of the international markets we expect to operate in will require some sort of regulatory approval.  There can be no assurance that we will be able to obtain the regulatory approvals we will need to operate in our intended international markets. If we do pursue such regulatory approvals, it may take a long time to obtain. Further, we are generally reliant on third parties to pursue and obtain regulatory approvals in international markets, including our distribution partners in those markets. There can be no assurance that these partners will pursue these approvals timeously, if at all. Our South African distributor has not obtained approval from the South African Medicines Control Council for the marketing and sale of Model 615 in South Africa. Our Australian distributor has not obtained approval from the Australian Therapeutics Goods Administration for the marketing and sale of Model 615 in Australia.

 

Risks Relating to Owning our Common Stock

 

Our common stock is traded over the counter, which may deprive stockholders of the full value of their shares.

 

While we intend to move the quotation of our common stock to a more senior exchange as soon as practicable, our common stock is currently quoted on the OTC Bulletin Board (“OTCQB”).  There can be no assurance that we will be successful in listing on a more senior exchange.  Because we are on the OTCQB, our common stock has very few market makers, low trading volumes and larger spreads between bid and asked prices than securities listed on an exchange such as the New York Stock Exchange or the NASDAQ Stock Market.  These factors may result in higher price volatility and less market liquidity for our common stock.

 

If our stock price drops significantly, we may become subject to securities litigation that could result in a harmful diversion of our resources.

 

In the past, following periods of volatility in the market price of a particular company’s stock, securities class action litigation has been brought against such companies.  Any litigation arising from the volatility in the price of our common stock could have an adverse effect upon our business, financial condition, and results of operations.

 

The share prices of our common stock may not bear any relationship to our book value.

 

The share prices of our common stock may not bear any direct relationship to the value of our physical assets, our book value, or any other general accepted criteria of valuation.  Additionally, the share prices for our common stock may be highly volatile as has been the case with the securities of other companies in emerging businesses.  Factors such as our financial results, the introduction of new products or services, the strength of our competitors, and various factors affecting our industry generally, may have a significant impact on the share price of our securities.  In recent years, the stock market has experienced a high level of price and volume volatility.  Market prices for the securities of many companies, particularly of small and emerging growth companies like ours whose common stock is traded in the over-the-counter market, have experienced wide price fluctuations which have not necessarily been related to the operating performance of these companies.

 

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A low share price severely limits the potential market for our common stock.

 

Our common stock has been trading at a price below $5.00 per share, subjecting trading in the stock to certain Securities and Exchange Commission (“SEC”) rules requiring additional disclosures by broker-dealers.  These rules generally apply to any non-NASDAQ equity security that has a market price per share of less than $5.00 per share, subject to certain exceptions (a “penny stock”).  Such rules require the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and institutional or wealthy investors.  For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to the sale.  The broker-dealer also must disclose the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market.  Such information must be provided to the customer orally or in writing before or with the written confirmation of trade sent to the customer.  Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.  The additional burdens imposed upon broker-dealers by such requirements could discourage broker-dealers from effecting transactions in our common stock.

 

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

 

In addition to the penny stock rules promulgated by the SEC, which are discussed in the immediately preceding risk factor, Financial Industry Regulatory Authority (“FINRA”) rules require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.  Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information.  Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers.  FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the ability to buy and sell our stock and have an adverse effect on the market value for our shares.

 

An investor’s ability to trade our common stock may be limited by trading volume.

 

A consistently active trading market for our common stock may not develop on the OTCQB.  A limited trading volume may prevent our shareholders from selling shares at such times or in such amounts as they may otherwise desire.

 

We have a concentration of stock ownership and control, which may have the effect of delaying, preventing, or deterring a change of control.

 

Our common stock ownership is concentrated.  Through his ownership of shares of our common stock, our founder and President, Julian T. Ross beneficially owns approximately 52.18% of our total outstanding shares of common stock.  This amount includes common stock held by JTR Investments, Limited, and by The Ross Family Trust u/t/a dated December 1999.  As a result of the concentrated ownership of the stock, Mr. Ross will be able to control all matters requiring stockholder approval, including the election of directors and approval of mergers and other significant corporate transactions.  This concentration of ownership may have the effect of delaying, preventing or deterring a change in control of our company.  It could also deprive our stockholders of an opportunity to receive a premium for their shares as part of a sale of our company and it may affect the share price of our common stock.

 

Failure to design, implement and maintain effective internal controls could have a material adverse effect on our business and stock price.

 

As a public company, we have significant requirements for enhanced financial reporting and internal controls.  The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company.  If we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our financial statements and harm our operating results.  Testing and maintaining internal controls may divert our management’s attention from other matters that are important to our business.  We may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 or our independent registered public accounting firm may not issue a favorable assessment.  If either we are unable to conclude that we have effective internal control over financial reporting or our independent registered public accounting firm are unable to provide us with an unqualified report, investors could lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

 

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Our lack of sufficient personnel creates a material weakness in our internal controls.  If we fail to implement a remediation plan to cure our lack of internal controls over our financial reporting, we may lose credibility with investors and the market price of our common stock may be adversely impacted.

 

While there are internal controls and procedures in place that relate to financial reporting and the prevention and detection of material misstatements, it is our management’s opinion that a material weakness in the financial reporting process resulted from insufficient personnel.  We are currently working to improve our internal financial reporting controls.  We plan to continue to assess our internal controls and procedures and intend to take further action as necessary or appropriate to address our material weaknesses, including to effect ongoing compliance with Section 404 of the Sarbanes-Oxley Act of 2002.  The existence of a material weakness is an indication that there is a more than remote likelihood that a material misstatement of our financial statements will not be prevented or detected in a future period while that material weakness continues to exist.  The process of designing and implementing effective internal controls and procedures is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company.  We cannot assure you that additional material weaknesses or significant deficiencies in our internal controls will not be discovered in the future.  In the event that we cannot implement a remediation plan in a timely manner, investors and others may lose confidence in the reliability of our financial statements, which in turn could harm our business and negatively impact the trading price of our stock.

 

Our board of directors has the authority to issue shares of “blank check” preferred stock, which may make an acquisition of our company by another company more difficult.

 

We may in the future adopt certain measures that may have the effect of delaying, deferring or preventing a takeover or other change in control of our company that a holder of our common stock might consider in its best interest.  Specifically, our board of directors, without further action by our stockholders, currently has the authority to issue shares of preferred stock and to fix the rights (including voting rights), preferences and privileges of these shares (“blank check” preferred).  Such preferred stock may have rights, including economic rights, senior to our common stock.  As a result, the issuance of the preferred stock could have a material adverse effect on the price of our common stock and could make it more difficult for a third party to acquire a majority of our outstanding common stock.

 

Because we will not pay dividends in the foreseeable future, stockholders will only benefit from owning common stock if it appreciates.

 

We have never paid dividends on our common stock and we do not intend to do so in the foreseeable future.  We intend to retain any future earnings to finance our growth.  Accordingly, stockholders will only benefit from owning our common stock if it appreciates.

 

We are likely to attempt to raise additional capital through issuances of debt or equity securities, which may cause our stock price to decline, dilute the ownership interests of our existing stockholders, and/or limit our financial flexibility.

 

Historically we have financed our operations through the issuance of equity securities and debt financings, and we expect to continue to do so for the foreseeable future.  To the extent that we raise additional funds by issuing equity securities, our stockholders may experience significant dilution of their ownership interests.  Debt financing, if available, may involve restrictive covenants that limit our financial flexibility or otherwise restrict our ability to pursue our business strategies. Additionally, if we issue shares of common stock, or securities convertible or exchangeable for common stock, the market price of our existing common stock may decline. There can be no assurance that we will be successful in obtaining any additional capital resources in a timely manner, on favorable terms, or at all.

 

Our share price has been volatile and may continue to be volatile which may subject us to securities class action litigation in the future.

 

The market price of shares of our common stock has been, and may be in the future, subject to wide fluctuations in response to many risk factors listed in this section, and others beyond our control, including:

 

● actual or anticipated fluctuations in our financial condition and operating results;
● status and/or results of any regulatory approvals;
● regulatory actions with respect to our products or our competitors’ products;
● actions and decisions by our collaborators or partners;

● actual or anticipated changes in our growth rate relative to our competitors;
● actual or anticipated fluctuations in our competitors’ operating results or changes in their growth rate;
● competition from existing products or new products that may emerge;
● issuance of new or updated research or reports by securities analysts;

● fluctuations in the valuation of companies perceived by investors to be comparable to us;
● share price and volume fluctuations attributable to inconsistent trading volume levels of our shares;
● market conditions for medical device stocks in general;
● status of our search and selection of future management and leadership; and

● general economic and market conditions.

 

Some companies that have had volatile market prices for their securities have had securities class action lawsuits filed against them. Such lawsuits, should they be filed against us in the future, could result in substantial costs and a diversion of management’s attention and resources. This could have a material adverse effect on our business, results of operations and financial condition.

 

26
 

 

ITEM 1B—UNRESOLVED STAFF COMMENTS

 

Not applicable.

 

ITEM 2—PROPERTIES

 

We do not own any property at the present time and have no agreements to acquire any property.  Our executive offices are located at 10880 John W. Elliot Drive, Suite 600, Frisco Texas, 75033.  The space is approximately 16,200 square feet, and comprises approximately 6,200 square feet of office space and approximately 10,000 square feet of production and warehouse space.  This space was purpose built for our production needs.  We believe that this space is adequate for our needs at this time, and we believe that we will be able to locate additional space in the future, if needed, on commercially reasonable terms.  We extended our lease on this facility in December 2013 and it expires on December 31, 2017. The costs for the lease are as follows:

 

Lease Year  Base Rent
per Square
Foot of Rentable
Area (per year)		   Annual Base
Rent		   Monthly Base
Rent		 
2015  $12.00   $194,400   $16,200 
2016  $13.00   $210,600   $17,550 
2017  $13.00   $210,600   $17,550 

 

ITEM 3—LEGAL PROCEEDINGS

 

The Company is subject to litigation in the normal course of business, none of which management believes will have a material adverse effect on the Company’s financial statements.

 

On or about December 13 of 2013, Wall Street Buy Sell Hold, Inc., (“WSBSH”) filed a lawsuit against the Company in the New York Supreme Court, Nassau County. The suit seeks damages in the form of money, stock and warrants for breach of a marketing agreement entered into on October 22, 2012 and another entered into on March 11, 2013. We have answered the complaint and filed a counterclaim against WSBSH seeking the return of all moneys and shares we paid or transferred to WSBSH, as well as punitive damages for fraud. We have entered the discovery phase in this matter. Management believes the WSBSH claims have no merit, and we intend to vigorously defend our interests in this matter.

 

ITEM 4—REMOVED AND RESERVED

 

27
 

 

PART II

 

ITEM 5—MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Price and Number of Stockholders

 

Our common stock is listed on the OTCQB under the symbol “OXYS.” The following table sets forth, for the past fiscal year, the range of high and low sales prices in each fiscal quarter for our common stock.

 

For the year ended December 31, 2014

 

   High   Low 
         
Fourth quarter  $1.40   $0.45 
Third quarter  $0.90   $0.66 
Second quarter  $0.90   $0.58 
First quarter  $0.78   $0.51 

 

For the year ended December 31, 2013

 

   High   Low 
         
Fourth quarter  $0.84   $0.61 
Third quarter  $0.85   $0.60 
Second quarter  $0.90   $0.52 
First quarter  $1.10   $0.35 

 

As of March 27, 2015, there were approximately 76 holders of record of our common stock, 17 holders of record of our Series A convertible preferred stock, and 2 holders of record of our Series B convertible preferred stock. In addition, we believe that a significant number of beneficial owners of our common stock hold their shares in nominee or in “street name” accounts through brokers.  On March 27, 2015, the last sale price reported on the OTCQB for our common stock was $.79.

 

Dividend Policy

 

Since inception of OxySure, no dividends have been paid on our common stock. We intend to retain any earnings for use in our business activities, so it is not expected that any dividends on our common stock will be declared and paid in the foreseeable future.

 

Repurchases of Common Stock

 

None.

 

Unregistered Sales of Equity Securities

 

During the year ended December 31, 2014:

 

(1)We issued 183,000 shares of common stock pursuant to the cashless conversion of 150,000 shares of Series A Preferred.
(2)We issued 525 shares of Series B Preferred and warrants for $525,000 in cash.
(3)We issued 236,364 shares of common stock pursuant to the cashless conversion of 130 shares of Series B Preferred.
(4)We issued 41,580 shares of common stock for $29,700 in cash.
(5)We issued 1,529,734 shares of common stock upon the cashless conversion of convertible notes valued at $625,913.
(6)We issued 436,945 shares of common stock upon conversion of options and warrants valued at $4,370.
(7)We issued 81,500 shares of common stock for services valued at $64,875.
(8)We issued 75,000 shares of common stock valued at $66,750 in connection with a lease extinguishment.

 

All of the securities described above were issued in reliance on the exemption from registration set forth in Section 4(2) of the Securities Act of 1933.

 

28
 

 

ITEM 6—SELECTED FINANCIAL DATA

 

Not Applicable.

 

ITEM 7—MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

You should read the following discussion and analysis together with the financial statements and the related notes to those statements included in “Item 8 – Financial Statements and Supplementary Data.” This discussion contains forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth under “Risk Factors” and elsewhere in this Annual Report on Form 10-K, our actual results may differ materially from those anticipated in these forward-looking statements.

 

Forward-Looking Statements

 

Statements and information included in this Annual Report on Form 10-K that are not purely historical, including, without limitation, statements that relate to the Company's expectations with regard to the future impact on the Company's results from new products in development, are forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. When used in this report, words such as “believe,” “expect,” “intend,” “goal,” “plan,” “pursue,” “likely,” “believe,” “project,” “anticipate,” “intend,” “estimate,” “evaluate,” “opinion,” “may,” “could,” “future,” “potential,” “probable,” “if,” “will” and similar expressions generally identify forward-looking statements. These statements are subject to risks and uncertainties.

 

Forward-looking statements in this Annual Report on Form 10-K represent our beliefs, projections and predictions about future events. These statements are necessarily subjective and involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievement described in or implied by such statements. Actual results may differ materially from the expected results described in our forward-looking statements, including with respect to the correct measurement and identification of factors affecting our business or the extent of their likely impact, the accuracy and completeness of publicly available information relating to the factors upon which our business strategy is based, or the success of our business. The factors or uncertainties that could cause actual results, performance or achievement to differ materially from forward-looking statements contained in this report can be found in our filings with the Securities and Exchange Commission, including our filings on Form 10-K.

 

Results of operations - Comparison of the years ended December 31, 2014 and 2013

 

The following table sets forth our condensed statement of operations data and presentation of that data as amount of change from period-to-period.

 

   For the year ended
December 31,		   Increase/   %Increase/ 
   2014   2013   (Decrease)     (Decrease) 
                 
Revenues, net  $2,437,402   $1,800,327   $637,075    35%
Cost of goods sold   1,419,047    592,986   $826,061    139%
Gross profit   1,018,355    1,207,341    (188,986)   -16%
Operating expenses                    
Selling, general and administrative   3,053,146    1,695,639    1,357,507    80%
Loss from operating expenses   (2,034,791)   (488,298)   (1,546,493)   317%
                     
Other income (expenses)                    
Other income (expense)   188,843    25,825    (163,018)   

631

%
Interest expense   (907,612)   (249,979)   (657,633)   263%
Total other income (expenses)   (718,768)   (224,154)   (494,614)   220%
                     
Net loss  $(2,753,560)  $(712,452)   (2,041,107)   286.5%

 

29
 

 

Revenue

 

We generate revenue primarily through the sale of Model 615 and related accessories and complimentary products through distribution and teaming partners and dealers.  Revenue and percentage changes for the years ended December 31, 2014 and 2013, respectively, are as follows:

 

   For the year ended
December 31,		   Increase/   %Increase/ 
   2014   2013   (Decrease)   (Decrease) 
                     
Revenues, net  $2,437,402   $1,800,327   $637,075    35%

 

Revenues increased by approximately 35% during the twelve months ended December 31, 2014 as compared to the twelve months ended December 31, 2013. The increase was primarily due to an increase in revenues from product sales in the United States, and an increase in revenues from military sales in connection with teaming agreements.

 

Gross Profit

 

Gross profit as a percent of revenue was 42% and 67% for the years ended December 31, 2014 and 2013, respectively. This decrease was primarily due to the effect of $500,000 in revenue during 2013 with zero associated cost of goods sold.

 

Marketing and Sales Expenses

 

Marketing and sales expenses consisted primarily of personnel-related costs, including sales commissions, and the costs of marketing programs aimed at increasing revenue, such as advertising, trade shows, public relations, investor relations and other market development and investor awareness programs. Marketing and sales expenses and percentage changes for the years ended December 31, 2014 and 2013, respectively, are as follows:

 

   For the year ended
December 31,		   Increase/   %Increase/ 
   2014   2013   (Decrease)   (Decrease) 
                     
Marketing and sales expenses  $718,705   $353,156   $365,549    104%

 

The increase in marketing and sales expenses for the twelve months ended December 31, 2014 was primarily as a result of an increase in expenses associated with marketing and awareness building of our products, marketing expenses associated with military sales in connection with a teaming agreement and investor relations expenses. 

 

30
 

 

General and Administrative Expenses

 

General and administrative expenses consist primarily of compensation for executive, administrative and production personnel, including stock-based compensation. Other general and administrative expenses include facility costs, legal and accounting services, other professional services, and consulting fees. General and administrative expenses and percentage changes for the years ended December 31, 2014 and 2013, respectively, are as follows:

 

   For the year ended
December 31,		   Increase/   %Increase/ 
   2014   2013   (Decrease)   (Decrease) 
                     
General and administrative expense  $1,751,006   $

986,468

   $

764,538

    

78

%

 

The increase in general and administrative expenses for the twelve months ended December 31, 2014 was primarily as a result of an increase in employee stock option expense, an increase in salaries and wages, and an increase in professional fees. Professional fees increased primarily due to legal and accounting fees related to an acquisition transaction we pursued during the second half of 2014 but did not consummate.

 

Research and Development Expense

 

Costs associated with research and development increased to $583,435 from $356,015 in the years ended December 31, 2014 and 2013, respectively, primarily due to an increase in costs associated with products for the military in conjunction with a teaming partner.

 

Interest expense

 

Total interest expense increased to approximately $907,612 in the twelve months ended December 31, 2014, as compared to $249,979 in the twelve months ended December 31, 2013, primarily as a result of the amortization of debt discount and beneficial conversion features. We recorded approximately $747,612 in non-cash interest related to debt discount amortization during the twelve months ended December 31, 2014, as compared to $207,239 during the twelve months ended December 31, 2013.

 

31
 

 

Other income and expense

 

During the twelve months ended December 31, 2014, other income increased to approximately $188,843 from $25,825 during the twelve months ended December 31, 2013. This increase was primarily due to the receipt of an economic incentive in the amount of $44,000 from the Frisco Economic Development Corporation, and a gain of $90,912 recognized during the settlement of the Vencore lease.

 

Income taxes

 

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year 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 rate is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized.

 

The Company’s income tax provision is based on calculations and assumptions that will be subject to examination by the Internal Revenue Service and other tax authorities. The potential outcomes of these examinations are regularly assessed in determining the adequacy of the provision for income taxes. Should the actual results differ from the Company’s estimates, the income tax provision would be adjusted in the period in which the facts that give rise to the revision become known. Tax law and rate changes are reflected in the income tax provision in the period in which changes are enacted.

 

Liquidity, capital resources and plan of operation

 

We have incurred losses since our inception and as of December 31, 2014 we had an accumulated deficit of $18,041,208 and a surplus in stockholders equity of approximately $1,074,787. We expect to continue to incur losses until we generate sufficient revenue to offset our expenses, and we anticipate that we will continue to incur net losses for the foreseeable future. We expect to incur increased expenses related to our anticipated growth, as well as the development and commercialization of other product candidates and, as a result, we will need to generate significant net product sales, royalty and other revenues to achieve profitability. 

 

Liquidity

 

Since inception, we have been engaged primarily in technology and product research and development, investigating markets for our products, developing manufacturing and supply chain partners, developing our production capability, and developing distribution, licensing and other channel relationships.  In the course of funding these activities, we have sustained operating losses since inception and have an accumulated deficit of $18,041,208 at December 31, 2014.  We have financed our operations since inception through the issuance of debt and equity securities and loans and advances from stockholders and related parties. We had $1,893,146 and $1,599,827 of total current assets as of December 31, 2014 and 2013, respectively. We had we had a positive working capital of $418,734 as of December 31, 2014, as compared to a positive working capital of $747,473 as of December 31, 2013. We had a cash balance of $647,093 as of December 31, 2014, as compared to $657,673 as of December 31, 2013.  Our funds are kept in financial institutions located in the United States of America.

  

We generally provide our customers with terms of up to 30 days on our accounts receivable.  In some cases we require prepayment, depending on history or credit review.  Further, we generally require pre-payment on orders shipped to international destinations.  Our accounts receivable, net of allowances for sales returns and allowance for doubtful accounts, were $369,575 and $47,183 as at December 31, 2014 and December 31, 2013, respectively.

 

We had total notes payable of $723,323 and $349,975 as of December 31, 2014 and December 31, 2013, respectively.  The increase in total notes payable was primarily due to an increase in current notes payable, from $273,903 at December 31, 2013 to $678,839 at December 31, 2014. These increases are primarily due to an increase in new convertible notes issued for cash.

 

32
 

 

On March 22, 2011 we entered into an Amended and Restated Performance Agreement with the Frisco Economic Development Corporation (“FEDC”) pursuant to an economic incentive package. In terms of the Amended and Restated Performance Agreement, the FEDC provided us with economic assistance in the form of the renewal and extension a forgivable loan of $213,000 (the “Frisco Note”) together with performance credits over 5 years, commencing on March 22, 2011 and ending on the earlier to occur of: (i) the full payment of the economic incentives; or (ii) March 31, 2016.

 

The Frisco Note requires varying annual principal payments through December 2015. The Frisco Note is non-interest bearing; however, interest has been imputed at 12.34% per annum.  The unamortized discount at December 31, 2014 was $15,516, and the net amount of the Frisco Note as at December 31, 2014 was $88,484.

 

Future principal payments of the Frisco Note payable are as follows:

 

2015   104,000 
   $104,000 

 

During 2014, we will need additional capital to market and sell our products, and to further develop and enhance our current product offerings, introduce new products and address unanticipated competitive threats, technical problems, economic conditions or other requirements.  We estimate that we will require approximately $2.8 million over the next 12 months to remain viable.  There is no assurance that we will be successful in raising this additional capital or in achieving profitable operations.  Additional equity financing may involve substantial dilution to our then existing stockholders.  In the event we are unable to raise additional capital, we may be required to substantially reduce or curtail our activities.

 

In estimating the needed amount, the following assumptions were made:

 

● There are no deferments of accounts payable or exchange of rent expense for equity; and
● There are no refinancings of our debt obligations.

 

33
 

 

The following table sets out the major components of our estimates of cash needs over the next 12 months to remain viable, subject to the above assumptions:

 

Accounts Payable & Accrued Expenses  $558,338 
Capital leases - current   149 
Notes payable- current   678,839 
      
Subtotal  $1,237,326 
      
Rent expense   194,400 
Insurance & taxes   38,000 
Regulatory compliance costs   100,000 
Salaries & wages   1,000,000 
Inventory   125,000 
General corporate expenses   125,000 
      
Subtotal  $1,582,400 
      
Total estimate  $2,819,726 

 

Our business is relatively new, and we are not aware of any material trends that are at least likely to impact our financial condition, liquidity and results of operation.

 

Going Concern

 

Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.  We have been suffering from recurring losses from operations. Our total notes payable has increased to $723,323 at December 31, 2014 from $349,975 at December 31, 2013. Our current notes payable has also increased to $678,839 at December 31, 2014 from $273,903 at December 31, 2013. Our long term notes payable decreased from $76,072 for December 31, 2013 to $44,484 at December 31, 2014.

 

Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow from operations to meet our obligations on a timely basis and/or obtain financing as may be required.  For the years ended December 31, 2014 and 2013 we have incurred net losses from operations of $1,099,349 and $860,791, respectively. As of December 31, 2014 and 2013, we have accumulated stockholders’ deficits of $18,041,208 and $15,287,647, respectively, since inception.  We had a working capital surplus of $418,734 as of December 31, 2014 and a working capital surplus of $747,473 as of December 31, 2013. While our revenues have increased significantly from 2013 to 2014, we are still in the early stages of the commercialization or our primary product, and we currently operate in a single industry segment.  These factors raise significant doubt about our ability to continue as a going concern.

  

During the next 12 months, our foreseeable cash requirements will relate to continual development of the operations of our business, maintaining our good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with reviewing or investigating any potential business ventures.  We may experience a cash shortfall and may be required to raise additional capital. Historically, we have relied upon internally generated funds and funds from the sale of shares of stock and loans and advances from our shareholders and private investors to finance our operations and growth. We may raise additional capital through future public or private offerings of our stock or through loans from investors, although there can be no assurance that we will be able to obtain such financing.  Our failure to do so could have a material and adverse effect upon us and our shareholders.

 

We have a series of plans to mitigate the going concern:

 

1.   Management is seeking additional sources of equity and/or debt financing on terms that are reasonable for us; however, there is no assurance that any such additional funding will be available.

 

2.   We anticipate that sales during 2014 and 2015 from existing markets will grow, and we believe that we will be able to generate sales from new markets. Existing markets include education customers such as schools, school districts and colleges, and commercial customers such as manufacturing facilities, churches and other commercial venues. New markets will include, but not be limited to, government customers and new international territories and markets.

 

3.   We plan to increase our market penetration through the addition of new distributors, both the US and outside the US during 2014 and beyond. We also plan to increase the number direct sales territory managers we will appoint in the U.S. to sell our products.

 

4.   We plan to continue to diversify our product range through the addition of complementary products and solutions. Some of these products will be sourced from third party manufacturers and suppliers.

 

5.   We may seek or consider strategic business combinations with other companies to complement our resources and create synergies.

 

34
 

 

Cash Flows

 

The following table shows a summary of our cash flows for the periods indicated:

 

   For the year ended
December 31,		 
   2014   2013 
Net cash used in operating activities  $(1,099,349)  $

(860,791

)
Net cash used in investing activities   (68,278)   (16,367)
Net cash provided by financing activities  $1,157,047   $1,521,318 

 

Net cash used in operating activities.  Net cash used in operating activities was $(1,099,349) and $(897,841) for the years ended December 31, 2014 and 2013, respectively. The increase in cash used for operating activities was due primarily to an increase in our costs incurred in connection with an acquisition that we did not consummate, the increase in personnel costs, and an increase in accounts receivable which was offset by an increase in accounts payable.

 

Net cash used in investing activities. Net cash used in investing activities was $(68,278) and $(16,367) for the years ended December 31, 2014 and 2013, respectively. The increase in cash used for investing activities was due primarily to an increase in cash used to acquire machinery and equipment.

 

Net cash provided by financing activities. Net cash provided by financing activities was $1,157,047 and $1,521,318 for the years ended December 31, 2014 and 2013, respectively. The decrease in net cash provided by financing activities was due primarily to a decrease in cash received in connection with the issuance of common stock and Series B Preferred, offset by an increase in cash received from convertible notes.

 

Income taxes

 

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year 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 rate is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not to be realized.

 

The Company’s income tax provision is based on calculations and assumptions that will be subject to examination by the Internal Revenue Service and other tax authorities. The potential outcomes of these examinations are regularly assessed in determining the adequacy of the provision for income taxes. Should the actual results differ from the Company’s estimates, the income tax provision would be adjusted in the period in which the facts that give rise to the revision become known. Tax law and rate changes are reflected in the income tax provision in the period in which changes are enacted.

 

35
 

 

Operating Capital and Capital Expenditure Requirements

 

Our future capital requirements will depend on many factors and include, but are not limited to the following:

 

● the progress, timing and success of the commercialization of Model 615 and our other product candidates and potential product candidates;

 

● the outcome, timing and cost of regulatory approvals and the regulatory approval process;

 

● delays that may be caused by changing regulatory requirements;

 

● the number of product candidates that we pursue;

 

● the costs involved in filing and prosecuting patent applications and enforcing and defending patent claims;

 

● the timing and terms of future in-licensing and out-licensing transactions, if any;

 

● the cost and timing of establishing new or increasing existing sales, marketing, manufacturing and distribution capabilities;

 

● the cost of procuring commercial supplies;

 

● the extent to which we acquire or invest in businesses, products or technologies; and

 

● the possible costs of litigation.

 

We anticipate that we will need additional capital in the future to fund growth. Until we can generate a sufficient amount of product revenue, if ever, we expect to finance future cash needs through public or private equity offerings, debt financings or corporate collaboration and licensing arrangements. Such funding, if needed, may not be available on favorable terms, if at all. In the event we are unable to obtain additional capital, we may delay or reduce the scope of our current activities and other expenses.

 

To the extent that we raise additional funds by issuing equity securities, our stockholders may experience additional significant dilution, and debt financing, if available, may involve restrictive covenants. To the extent that we raise additional funds through collaboration and licensing arrangements, it may be necessary to relinquish some rights to our technologies or our product candidates or grant licenses on terms that may not be favorable to us. We may seek to access the public or private capital markets whenever conditions are favorable, even if we do not have an immediate need for additional capital.

 

36
 

 

Critical Accounting Policies and Estimates

 

Use of estimates - The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reported period.  Actual results could differ from those estimated.

 

Revenue Recognition - We recognize revenue when persuasive evidence of an arrangement exists, shipment has occurred, the price is fixed or determinable, and collectability is reasonably assured.  Revenues are recognized from product sales, net of discounts and rebates.  This revenue recognition policy is applied to both customers and distributors.

 

Fees from licensees desiring to manufacture and distribute our products or derivative products using our intellectual property include initial license fees and royalties.  Initial license fees are generally recognized upon granting of the license to the licensee.  Royalties are recognized in the period earned.

 

Deferred Revenue and Income - We defer revenue and income when we invoice a customer or a customer makes a payment and the requirements of revenue recognition have not been met (i.e. persuasive evidence of an arrangement exists, shipment from a company warehouse has occurred, the price is fixed or determinable and collectability is reasonably assured). Deferred Revenue was and $0 and $2,976 for the years ended December 31, 2014 and 2013 respectively.

 

Inventories – Our inventories consist of raw material and components for our portable oxygen systems as well as completed products and accessories.   Inventories are computed using the lower of cost or market, which approximates actual cost on a first-in first-out basis. Inventory components are parts, work-in-process and finished goods. Finished goods are reported as inventories until the point of title transfer to the customer. We write down our inventory value for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. These factors are impacted by market and economic conditions, technology changes, new product introductions and changes in strategic direction and require estimates that may include uncertain elements. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values. Management has established inventory reserves to cover estimated inventory losses for all work-in-process and finished goods related to products we manufactured, as well as raw material and components for those products that had no potential use in products to be manufactured in the future. Management is required to make judgments about the future benefit of our raw materials and components. Actual reserve requirements could differ significantly from Management’s estimates, which could have a significant unfavorable impact on our future gross margins.

 

Concentration of Credit Risk – We sell our products throughout the United States as well as in certain other countries.  Sales to its recurring customers in the United States are generally granted on net 30-day credit terms. We perform periodic credit evaluations of our recurring customers and generally do not require collateral. In general, we require prepayment on all sales to customers outside the United States. An allowance for doubtful accounts is maintained for potential credit losses, which losses historically have not been significant.

 

37
 

 

We invest our cash in deposits and money market funds with major financial institutions.  We place our cash investments in instruments that meet high credit quality standards, as specified in our investment policy guidelines. These guidelines also limit the amount of credit exposure to any one issue, issuer or type of instrument.

 

Fair Value of Financial Instruments - Our financial instruments consist principally of cash and cash equivalents, accounts receivable and accounts payable.  We believe that the recorded values of all of our other financial instruments approximate their fair values because of their nature and respective maturity dates or durations. The fair value of our long-term debt is determined by using estimated market prices. Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial instruments within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is prioritized into three levels (with Level 3 being the lowest) defined as follows:

 

Level 1: Inputs are based on quoted market prices for identical assets or liabilities in active markets at the measurement date.

Level 2: Inputs include quoted prices for similar assets or liabilities in active markets and/or quoted prices for identical or similar assets or liabilities in markets that are not active near the measurement date.

Level 3: Inputs include management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation.

 

The fair value of the majority of our cash equivalents was determined based on “Level 1” inputs. We do not have any marketable securities in the “Level 2” and “Level 3” category. We believe that the recorded values of all our other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

 

Allowance for Doubtful Accounts - We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make payments.  We periodically review these allowances, including an analysis of the customers’ payment history and information regarding the customers’ creditworthiness.  Actual write-offs have not been materially different from the estimated allowance. We recorded bad debt expense of $2,443 and $23,194 for the years ended December 31, 2014 and 2013, respectively.

 

38
 

 

Stock-Based Compensation – We account for share-based payments, including grants of stock options to employees, consultants and non-employees; moreover, we issue warrants to the consultants and related parties.  We are required to estimate the fair value of share-based awards and warrants on the date of grant. The value of the award is principally recognized as expense ratably over the requisite service periods. We have estimated the fair value of stock options and warrants as of the date of grant or assumption using the Black-Scholes option pricing model, which was developed for use in estimating the value of traded options that have no vesting restrictions and that are freely transferable. The Black-Scholes model requires the input of certain assumptions.  Changes in the assumptions used in Black-Scholes model can materially affect the fair value estimates. We evaluate the assumptions used to value stock options on an annual basis. The expected term of stock options represents the weighted average period the stock options are expected to remain outstanding.

 

The expected term is based on the observed and expected time to exercise and post-vesting cancellations of options by employees.  Upon the adoption of the accounting guidance, we continued to use historical volatility in deriving the expected volatility assumption as allowed under GAAP because we believe that future volatility over the expected term of the stock options is not likely to differ materially from the past. The risk-free interest rate assumption is based on 5-year U.S Treasury zero-coupon rates appropriate for the expected term of the stock options. The expected dividend assumption is based on the history and expectation of dividend payouts.  The fair values generated by the Black-Scholes model may not be indicative of the actual fair values of the equity awards, as we do not consider other factors important to those awards to employees, such as continued employment, periodic vesting requirements and limited transferability.  The amount of stock based compensation expenses is net of an estimated forfeiture rate, which is also based on historical data. For the years ended December 31, 2014 and 2013, stock based compensation expense was approximately $136,944 and $61,480 respectively, which consisted primarily of stock-based compensation expense related to stock options recognized under GAAP issued to the employees.

 

The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services to be provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. We recognize this expense over the period in which the services are provided. For the years ended December 31, 2014 and 2013, stock based compensation expense was approximately $0 in each year, which consisted primarily of stock-based compensation expense related to stock options and warrants recognized under GAAP issued to consultants and other non-employees.

 

39
 

 

Litigation and Settlement Costs - Legal costs are expensed as incurred. We record a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and (ii) accrue the best estimate within a range of loss if there is a loss or, when there is no amount within a range that forms a better estimate, we will accrue the minimum amount in the range.

 

On or about December 13 of 2013, Wall Street Buy Sell Hold, Inc., (“WSBSH”) filed a lawsuit against the us in the New York Supreme Court, Nassau County. The suit seeks damages in the form of money, stock and warrants for breach of a marketing agreement entered into on October 22, 2012 and another entered into on March 11, 2013. We have answered the complaint and filed a counterclaim against WSBSH seeking the return of all moneys and shares we paid or transferred to WSBSH, as well as punitive damages for fraud. We believe the WSBSH claims have no merit.

  

Reclassifications - Certain financial statement items have been reclassified to conform to the current year’s presentation.

 

Recent Accounting Pronouncements

 

We have reviewed recent accounting pronouncements and concluded that they are either not applicable to our business or that no material effect is expected on the financial statements as a result of future adoption.


ITEM 7A—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

40
 

 

ITEM 8—FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

OXYSURE SYSTEMS, INC.

INDEX TO FINANCIAL STATEMENTS

 

  Page
Report of Independent Registered Public Accounting Firm F-1
Balance Sheets F-2
Statements of Operations F-3
Statements of Stockholders’ Equity (Deficit) F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6

 

41
 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and shareholders

OxySure Systems, Inc.

 

We have audited the accompanying balance sheets of OxySure Systems, Inc. (the Company) as of December 31, 2014 and 2013 and the related statements of operations, stockholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion the financial statements referred to above present fairly, in all material respects, the financial position of OxySure Systems, Inc. as of December 31, 2014 and 2013, and the results of their operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company had accumulated losses of $18,041,208 as of December 31, 2014 which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 13. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ Sadler, Gibb & Associates, LLC

 

Salt Lake City, UT

March 31, 2015

 

   

 

F-1
 

 

OXYSURE SYSTEMS INC.
BALANCE SHEETS

 

   December 31, 
   2014   2013 
         
ASSETS        
Current assets        
Cash and cash equivalents  $647,093   $657,673 
Accounts receivable, net   369,575    47,183 
Inventories   277,346    

287,666

 
License fee receivable   463,308    500,000 
Prepaid expenses and other current assets   

53,588

    107,305 
Total current assets   

1,810,910

    

1,599,827

 
           
Property and equipment, net   91,537    70,249 
Intangible assets, net   362,764    392,746 
Other assets, net   

246,237

    289,532 
           
TOTAL ASSETS  $

2,511,448

   $

2,352,354

 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities          
Accounts payable and accrued expenses  $558,338   $147,719 
Related party payable   154,850    118,627 
Deferred revenue   -    2,976 
Capital leases - current   149    309,129 
Notes payable - current, net of discount   40,897    44,000 
Convertible notes payable, net of discount   606,932    229,903 
Derivative liability   

31,010

    - 
Total current liabilities   1,392,176    852,354 
           
Long-term liabilities          
Capital leases   -    554 
Notes payable, net of discount   44,484    76,072 
Total long-term liabilities   44,484    76,626 
           
TOTAL LIABILITIES   1,436,660    928,980 
           
COMMITMENTS AND CONTINGENCY (NOTE 9)          
           
STOCKHOLDERS’ EQUITY          
Preferred stock, par value $0.0005 per share; 25,000,000 shares authorized;          
593,750 Series A convertible preferred shares issued and outstanding as of December 31, 2014 and 743,750 shares issued and outstanding as of December 31, 2013.   296    371 
1,145 Series B convertible preferred shares issued and outstanding as of December 31, 2014 and 750 shares issued and outstanding as of December 31, 2013.   -    - 
Common stock, par value $0.0004 per share; 100,000,000 shares authorized;          
28,438,631 shares of voting common stock issued and outstanding as of December 31, 2014 and 25,854,307 shares issued and outstanding as of December 31, 2013   11,377    10,343 
Additional Paid-in Capital   19,104,322    16,700,307 
Accumulated deficit   (18,041,208)   

(15,287,647

)
           
TOTAL STOCKHOLDERS’ EQUITY   

1,074,788

    

1,423,374

 
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $

2,511,448

   $

2,352,354

 

 

See accompanying notes to financial statements

 

F-2
 

 

OXYSURE SYSTEMS INC.
STATEMENTS OF OPERATIONS

 

   For the year ended
December 31,		 
   2014   2013 
         
Revenues, net  $2,437,402   $1,800,327 
Cost of goods sold   1,419,047    592,986 
Gross profit   1,018,355    1,207,341 
           
Operating expenses          
Research and development   583,435    356,015 
Sales and marketing   718,705    353,156 
Other general and administrative   1,751,006    

986,468

 
Loss from operations   (2,034,791)   

(488,298

)
           
Other income (expenses)          
Other income (expense)   188,843    25,825 
Interest expense   (907,612)   (249,979)
Total other income (expenses)   (718,769)   (224,154)
           
Net loss  $(2,753,560)  $

(712,452

)
           
Basic net income (loss) per common share  $(0.10)  $(0.03)
Diluted net income (loss) per common share  $(0.10)  $(0.03)
           
Weighted average common shares outstanding:          
Basic   

26,367,254

    23,754,402 
Diluted   

26,367,254

    23,754,402 

 

See accompanying notes to financial statements

 

F-3
 

 

OXYSURE SYSTEMS, INC.

STATEMENT OF STOCKHOLDERS' EQUITY

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013

 

   Convertible Preferred   Convertible Preferred           Additional       Total 
   Stock Series A   Stock Series B   Common Stock   Paid-in   Accumulated   Stockholders' 
   Shares   Amount   Shares   Amount   Shares   Amount   Capital   Deficit   Deficit 
                                     
Balance as of December 31,
2012		   818,750    409    -    -    22,548,678    9,020    13,649,431    (14,575,195)   (916,335)
                                              
Common stock issued upon conversion of Series A convertible preferred stock   (75,000)   (38)   -    -    91,500    37    1    -    - 
Series B preferred stock and warrants issued for cash   -    -    750    -    -    -    750,000    -    750,000 
Common stock issued for cash and warrants   -    -    -    -    435,000    174    216,626    -    216,800 
Common stock issued for cash   -    -    -    -    670,947    268    347,096    -    347,364 
Common stock issued upon conversion of convertible notes   -    -    -    -    482,934    193    462,255    -    462,448 
Common stock issued for exercising options and warrants   -    -    -    -    438,888    176    4,212    -    4,388 
Common stock issued for services   -    -    -    -    322,000    129    257,708    -    257,837 
Common stock issued for conversion of rent   -    -    -    -    644,347    258    423,155    -    423,413 
Common stock issued for prepaid rent   -    -    -    -    220,013    88    162,722    -    162,810 
Stock based compensation expense   -    -    -    -    -    -    61,480    -    61,480 
Beneficial conversion feature   -    -    -    -    -    -    317,609    -    317,609 
Deferred loan costs   -    -    -    -    -    -    48,012    -    48,012 
Net Loss for year ending December 31, 2013   -    -    -    -    -    -    -    (712,452)   (712,452)
Balance as of December 31, 2013   743,750    371    750    -    25,854,307    10,343    16,700,307    (15,287,647)   1,423,374 
                                              
Common stock issued upon conversion of convertible preferred stock   (150,000)   (75)   -    -    183,000    73    2    -    - 
Common stock issued upon conversion of Series B preferred stock   -    -    (130)   (0)   236,364    95    (95)   -    - 
Series B preferred and warrants issued for cash   -    -    525    0    -    -    525,000    -    525,000 
Common stock issued for cash   -    -    -    -    41,580    17    29,683    -    29,700 
Common stock issued upon conversion of convertible notes   -    -    -    -    1,529,734    612    625,301    -    625,913 
Common stock issued for exercising options and warrants   -    -    -    -    436,945    175    4,195    -    4,370 
Common stock issued for services   -    -    -    -    80,000    32    64,842    -    64,874 
Common stock issued for conversion of rent   -    -    -    -    -    -    -    -    - 
Common stock issued in connection of lease extinguishment   -    -    -    -    75,000    30    66,720    -    66,750 
Stock based compensation expense   -    -    -    -    -    -    136,944    -    136,944 
Beneficial conversion feature   -    -    -    -    -    -    951,423    -    951,423 
Net loss for the period ended December 31, 2014   -    -    -    -    -    -    -    (2,753,560)   (2,753,560)
Balance as of December 31, 2014   593,750    296    1,145    -    28,436,930    11,377    19,104,322    (18,041,208)   1,074,788 

 

See accompanying notes to financial statements

 

F-4
 

 

OXYSURE SYSTEMS INC.
STATEMENTS OF CASH FLOWS

 

   Year Ended
December 31,		 
   2014   2013 
         
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net income (loss)  $(2,753,560)  $

(712,452

)
Adjustments to reconcile net income (loss) to net cash from operating activities:          
Depreciation and amortization expense   42,151    53,159 
Amortization of debt discount and beneficial conversion features   747,612    207,239 
Gain on forgiveness of debt   14,466    - 
Gain on settlement of debt   (90,912)   - 
Derivative liability fair value adjustment   3,001    - 
Expenses paid by related parties   4,374    37,335 

Expenses paid by third party

   150,000    - 
Stock based compensation   136,944    61,480 
Common stock issued for services   64,873    126,756 
Changes in operating assets and liabilities:          
Accounts receivable   (322,392)   (28,697)
Inventories   10,320    (66,321)
License fees receivable   36,692    (500,000)
Other assets   125,531    106,148 
Accounts payable and accrued liabilities   763,046    (72,601)
Prepaid expense   (28,519)   - 
Deferred revenue   (2,976)   (72,837)
           
NET CASH USED IN OPERATING ACTIVITIES   (1,099,349)   

(860,791

)
           
CASH FLOWS FROM INVESTING ACTIVITIES          
Purchase of property and equipment   (68,080)   (12,105)
Purchase of intangible assets   (198)   (4,262)
           
NET CASH USED IN INVESTING ACTIVITIES   (68,278)   (16,367)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Common stock issued for cash   29,701    347,364 
Series B preferred stock issued for cash and warrants   525,000    750,000 
Common stock issued for cash and warrants   -    216,800 
Cash received from related parties   9,800    42,470 
Payments made to related parties   (227,951)   (268,950)
Payments made on notes payable   -    - 
Cash received from convertible notes payable   1,168,200    431,500 
Payments made on convertible notes payable   (200,201)   - 
Payments on capital leases   (151,872)   (2,254)
Exercising of warrants   4,370    4,388 
           
NET CASH PROVIDED BY FINANCING ACTIVITIES   1,157,047    1,521,318 
           
Net change in cash and cash equivalents   (10,580)   

644,160

 
           
Cash and cash equivalents, at beginning of period   657,673    13,513 
           
Cash and cash equivalents, at end of period  $647,093   $

657,673

 
           
Supplemental disclosure of cash flow information:          
Cash paid during the period for:          
Interest  $-   $18,792 
Income taxes  $-   $- 
           
Supplemental non-cash investing and financing activities:          
Initial value of derivative  $28,009   $- 
Capitalization of deferred loan costs   -    48,012 
Common stock issued for services and rent extension   -    179,710 
Common stock issued for capitalized website development costs   -    114,180 
Common stock issued in connection with lease extinguishment   66,750    - 
Cashless exercise of warrants for forgiveness of debt   -    14,700 
Conversion of convertible notes payable   625,913    447,748 
Beneficial conversion feature   951,423    317,609 
Conversion of Series A preferred stock to common stock   74    38 
Conversion of accrued rent to common stock   -    423,413 

 

See accompanying notes to financial statements

 

F-5
 

 

OXYSURE SYSTEMS, INC.

NOTES TO AUDITED FINANCIAL STATEMENTS

DECEMBER 31, 2014 AND 2013

 

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

A summary of significant accounting policies of OxySure Systems, Inc. (“we,” “us,” “our,” “OxySure” or the “Company”) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity.

 

Organization: OxySure Systems, Inc. (OTCQB: OXYS) was incorporated on January 15, 2004 as a Delaware corporation. Our headquarters is located in Frisco, Texas and we are a medical device innovator focused on the design, manufacture and distribution of specialty respiratory and emergency medical solutions. We pioneered a safe and easy to use solution to produce medically pure (USP) oxygen from inert powders. We own nine (9) issued patents and several additional patents pending on this technology which makes the provision of emergency oxygen safer, more accessible and easier to use than traditional oxygen provision systems. Our products improve access to emergency oxygen that affects the survival, recovery and safety of individuals in several areas of need: (1) Public and private places and settings where medical emergencies can occur; (2) Individuals at risk for cardiac, respiratory or general medical distress needing immediate help prior to emergency medical care arrival; and (3) Those requiring immediate protection and escape from exposure situations or oxygen-deficient situations in industrial, mining, military, or other "Immediately Dangerous to Life or Health" (IDLH) environments.

 

We launched our first product utilizing this technology – a portable emergency oxygen system for lay person use, called the OxySure Model 615. On December 9, 2005, we received approval from the Food and Drug Administration (510K, Class II) for Model 615. The approval number for our FDA clearance is K052396, and Model 615 is cleared for over the counter sale, without the need for a prescription. In February 2014 we received CE Marking approval for the OxySure portable emergency oxygen generator.

 

The Company has, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors.

 

While the Company has effectively managed its working capital deficit the going concern risk remains an issue for the company to manage.  The Company has implemented, and plans to further implement several different strategies in order to help the Company ease the going concern issue.  Refer to Note 13, “Going concern” of the Notes to Financial Statements for a partial list of the Company’s plans to mitigate the going concern issue.

 

Basis of Presentation - Management acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded; and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition of the Company.

 

F-6
 

 

OXYSURE SYSTEMS, INC.

NOTES TO AUDITED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2014 AND 2013

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Use of estimates - The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reported period.  Actual results could differ from those estimated.

 

Revenue Recognition - We recognize revenue when persuasive evidence of an arrangement exists, shipment has occurred, the price is fixed or determinable, and collectability is reasonably assured.  Revenues are recognized from product sales, net of discounts and rebates.  This revenue recognition policy is applied to both customers and distributors.

 

Fees from licensees desiring to manufacture and distribute our products or derivative products using our intellectual property include initial license fees and royalties.  Initial license fees are generally recognized upon granting of the license to the licensee.  Royalties are recognized in the period earned.

 

Deferred Revenue and Income - We defer revenue and income when we invoice a customer or a customer makes a payment and the requirements of revenue recognition have not been met (i.e. persuasive evidence of an arrangement exists, shipment from a company warehouse has occurred, the price is fixed or determinable and collectability is reasonably assured). Deferred Revenue was and $0 and $2,976 for the years ended December 31, 2014 and 2013 respectively.

 

Cash and Cash Equivalents - Cash consists of all highly liquid investments purchased with maturity of three months or less to be cash equivalents. Cash and cash equivalents may at times exceed Federally-insured limits. To minimize this risk, we place our cash and cash equivalents with high credit quality institutions.

 

Inventories – Our inventories consist of raw material and components for our portable oxygen systems as well as completed products and accessories.   Inventories are computed using the lower of cost or market, which approximates actual cost on a first-in first-out basis. Inventory components are parts, work-in-process and finished goods. Finished goods are reported as inventories until the point of title transfer to the customer. We write down our inventory value for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. These factors are impacted by market and economic conditions, technology changes, new product introductions and changes in strategic direction and require estimates that may include uncertain elements. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values. Management has established inventory reserves to cover estimated inventory losses for all work-in-process and finished goods related to products we manufactured, as well as raw material and components for those products that had no potential use in products to be manufactured in the future. Management is required to make judgments about the future benefit of our raw materials and components. Actual reserve requirements could differ significantly from Management’s estimates, which could have a significant unfavorable impact on our future gross margins.

 

At December 31, 2014 and December 31, 2013 inventories consisted of the following:

 

   December 31, 
   2014   2013 
Raw materials  $133,477   $145,827 
Work in process   41,114    78,809 
Finished goods   102,755    63,030 
           
   $277,346   $287,666 

 

Concentration of Credit Risk – We sell our products throughout the United States as well as in certain other countries.  Sales to its recurring customers in the United States are generally granted on net 30-day credit terms. We perform periodic credit evaluations of our recurring customers and generally do not require collateral. In general, we require prepayment on all sales to customers outside the United States. An allowance for doubtful accounts is maintained for potential credit losses, which losses historically have not been significant.

 

F-7
 

 

OXYSURE SYSTEMS, INC.

NOTES TO AUDITED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2014 AND 2013

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

We invest our cash in deposits and money market funds with major financial institutions.  We place our cash investments in instruments that meet high credit quality standards, as specified in our investment policy guidelines. These guidelines also limit the amount of credit exposure to any one issue, issuer or type of instrument.

 

Fair Value of Financial Instruments - Our financial instruments consist principally of cash and cash equivalents, accounts receivable and accounts payable.  We believe that the recorded values of all of our other financial instruments approximate their fair values because of their nature and respective maturity dates or durations. The fair value of our long-term debt is determined by using estimated market prices. Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial instruments within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is prioritized into three levels (with Level 3 being the lowest) defined as follows:

 

Level 1: Inputs are based on quoted market prices for identical assets or liabilities in active markets at the measurement date.

Level 2: Inputs include quoted prices for similar assets or liabilities in active markets and/or quoted prices for identical or similar assets or liabilities in markets that are not active near the measurement date.

Level 3: Inputs include management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation.

 

The fair value of the majority of our cash equivalents was determined based on “Level 1” inputs. We do not have any marketable securities in the “Level 2” and “Level 3” category. We believe that the recorded values of all our other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

 

Property and Equipment – Property and equipment are recorded at cost with depreciation and amortization provided over the shorter of the remaining lease term or the estimated useful life of the improvement ranging from three to seven years. Renewals and betterments that materially extend the life of an asset are capitalized. Expenditures for maintenance and repairs are charged to expense when incurred. Furniture and fixtures are depreciated over five years. Machinery and equipments are depreciated over five to seven years. Software is depreciated over three years.  Leasehold improvements are computed using the shorter of the estimated useful lives of the assets or the lease terms.  Depreciation expense was $11,970 and $23,165 for the years ended December 31, 2014 and 2013, respectively.

 

Property and equipment consist of the following:

 

   December 31, 
   2014   2013 
         
Leasehold Improvements   547,856    547,856 
Machinery and equipment on capital leases   919,736    919,736 
Property, plant and equipment   237,484    196,051 
Furniture and fixtures   34,821    16,254 
Computers and software   55,368    47,288 
           
    1,795,265    1,727,185 
           
Less: accumulated depreciation   (1,703,727)   (1,656,936)
           
    91,537    70,249 

 

Other Long-Lived Assets – We have two types of intangible assets – patents and trademarks. Intangible assets are carried at cost, net of accumulated amortization.

 

F-8
 

 

OXYSURE SYSTEMS, INC.

NOTES TO AUDITED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2014 AND 2013

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Amortization expense for patents and trademarks was $30,180 and $29,995 for the years ended December 31, 2014 and 2013, respectively.

 

Intangible assets with definite useful lives and other long-lived assets are tested for impairment if certain impairment indicators are identified.  Management evaluates the recoverability of its identifiable intangible assets in accordance with applicable accounting guidance, which requires the assessment of these assets for recoverability when events or circumstances indicate a potential impairment exists. Certain events and circumstances we considered in determining whether the carrying value of identifiable intangible assets may not be recoverable include, but are not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; and changes in its business strategy.  In determining if impairment exists, we estimate the undiscounted cash flows to be generated from the use and ultimate disposition of these assets.  If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Impairment charges for patents were $0 for each of the years ended December 31, 2014 and 2013.

 

Other Assets – We record Other Assets net of accumulated amortization. Amortization expense for Other Assets was $92,612 and $102,404 for the years ended December 31, 2014 and 2013, respectively.

 

Capitalization of software: The Company accounts for internal-use software and website development costs, including the development of its partner marketplaces in accordance with ASC 350-50 (Intangibles – Website cost). The Company capitalizes internal costs consisting of payroll and direct payroll-related costs of employees who devote time to the development of internal-use software, as well as any external direct costs. It amortizes these costs over their estimated useful lives, which typically range between three to five years. The Company’s judgment is required in determining the point at which various projects enter the stages at which costs may be capitalized, in assessing the ongoing value of the capitalized costs, and in determining the estimated useful lives over which the costs are amortized. The estimated life is based on management’s judgment as to the product life cycle.

 

Allowance for Doubtful Accounts - We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make payments.  We periodically review these allowances, including an analysis of the customers’ payment history and information regarding the customers’ creditworthiness.  Actual write-offs have not been materially different from the estimated allowance. We recorded bad debt expense of $2,443 and $23,194 for the years ended December 31, 2014 and 2013, respectively.

 

Research and Development Costs – Costs associated with the development of our products are charged to expense as incurred.  $583,435 and $356,015 were incurred in the years ended December 31, 2014 and 2013, respectively.

 

Income Taxes – In accordance with Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes” (“ASC 740”), we account for income taxes using an asset and liability approach, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our Consolidated Financial Statements, but have not been reflected in our taxable income.  A valuation allowance has been established to reduce deferred tax assets to their estimated realizable value.  Therefore, we provide a valuation allowance to the extent that we do not believe it is more likely than not that we will generate sufficient taxable income in future periods to realize the benefit of our deferred tax assets.  We recognize interest and penalties related to unrecognized tax benefits in income tax expense.

 

F-9
 

 

OXYSURE SYSTEMS, INC.

NOTES TO AUDITED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2014 AND 2013

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Stock-Based Compensation – We account for share-based payments, including grants of stock options to employees, consultants and non-employees; moreover, we issue warrants to the consultants and related parties.  We are required to estimate the fair value of share-based awards and warrants on the date of grant. The value of the award is principally recognized as expense ratably over the requisite service periods. We have estimated the fair value of stock options and warrants as of the date of grant or assumption using the Black-Scholes option pricing model, which was developed for use in estimating the value of traded options that have no vesting restrictions and that are freely transferable. The Black-Scholes model requires the input of certain assumptions.  Changes in the assumptions used in Black-Scholes model can materially affect the fair value estimates. We evaluate the assumptions used to value stock options on an annual basis. The expected term of stock options represents the weighted average period the stock options are expected to remain outstanding.

 

The expected term is based on the observed and expected time to exercise and post-vesting cancellations of options by employees.  Upon the adoption of the accounting guidance, we continued to use historical volatility in deriving the expected volatility assumption as allowed under GAAP because we believe that future volatility over the expected term of the stock options is not likely to differ materially from the past. The risk-free interest rate assumption is based on 5-year U.S Treasury zero-coupon rates appropriate for the expected term of the stock options. The expected dividend assumption is based on the history and expectation of dividend payouts.  The fair values generated by the Black-Scholes model may not be indicative of the actual fair values of the equity awards, as we do not consider other factors important to those awards to employees, such as continued employment, periodic vesting requirements and limited transferability.  The amount of stock based compensation expenses is net of an estimated forfeiture rate, which is also based on historical data. For the years ended December 31, 2014 and 2013, stock based compensation expense was approximately $136,944 and $61,480 respectively, which consisted primarily of stock-based compensation expense related to stock options recognized under GAAP issued to the employees.

 

The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services to be provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. We recognize this expense over the period in which the services are provided. For the years ended December 31, 2014 and 2013, stock based compensation expense was approximately $0 in each year, which consisted primarily of stock-based compensation expense related to stock options and warrants recognized under GAAP issued to consultants and other non-employees.

 

F-10
 

 

OXYSURE SYSTEMS, INC.

NOTES TO AUDITED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2014 AND 2013

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

The following table shows the components of our stock based compensation expense for employees, consultants and other non-employees:

 

   Year ended
December 31,		 
   2014   2013 
         
Common Stock options issued for compensation  $108,244   $61,480 
Common Stock options and warrants issued for services   28,700    - 
           
Total  $136,944   $61,480 

 

Shipping and Handling Costs - Shipping and handling charges to customers are included in net revenues, and the associated costs incurred are recorded in cost of revenues.

 

Advertising Costs - Advertising costs are charged to operations when incurred.  During the years ended December 31, 2014 and 2013 we incurred $718,705 and $353,156 respectively, in advertising and promotion costs.

 

Litigation and Settlement Costs - Legal costs are expensed as incurred. We record a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and (ii) accrue the best estimate within a range of loss if there is a loss or, when there is no amount within a range that forms a better estimate, we will accrue the minimum amount in the range.

 

Loss Per Share - Basic loss per share, which excludes anti-dilutive securities, is computed by dividing loss available to common shareholders by the weighted-average number of common shares outstanding for that particular period. In contrast, diluted loss per share considers the potential dilution that could occur from other equity instruments that would increase the total number of outstanding shares of common stock. Such amounts include shares potentially issuable under outstanding options, warrants, convertible preferred stock and convertible notes.

 

F-11
 

 

OXYSURE SYSTEMS, INC.

NOTES TO AUDITED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2014 AND 2013

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share follows:

 

   Year ended
December 31,		 
   2014   2013 
Historical net loss per share:        
         
Numerator        
Net loss, as reported   (2,753,560)   (712,452)
Less: Effect of amortization of interest expense on convertible notes   -    - 
Net loss attributed to common stockholders (diluted)   (2,753,560)   (712,452)
           
Denominator          
Weighted-average common shares outstanding   26,406,409    23,754,402 
Effect of dilutive securities   -    - 
Denominator for diluted net loss per share   26,406,409    23,754,402 
Basic and diluted net loss per share  $(0.10)  $(0.03)

 

Basic and Diluted Loss per Share:

 

The computation of basic earnings per share of common stock is based on the weighted average number of shares outstanding during the periods presented. The computation of fully diluted earnings per share includes common stock equivalents outstanding at the balance sheet date. The Company had 3,757,583 and 1,635,694 stock options, warrants and convertible note shares that would have been included in the fully diluted earnings per share as of December 31, 2014 and 2013, respectively.  However, the common stock equivalents were not included in the computation of the loss per share computation because they are anti-dilutive.

 

Reclassifications - Certain financial statement items have been reclassified to conform to the current year’s presentation.

 

Recent Accounting Pronouncements

 

We have reviewed recent accounting pronouncements and concluded that they are either not applicable to our business or that no material effect is expected on the financial statements as a result of future adoption.

 

F-12
 

 

OXYSURE SYSTEMS, INC.

NOTES TO AUDITED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2014 AND 2013

 

NOTE 2 – INTANGIBLE ASSETS

 

We have two types of intangible assets: patents and trademarks. We capitalize expenditures associated with patents and trademarks related to our various technologies. Capitalized costs include amounts paid to third parties for legal fees, application fees and other direct costs incurred in the filing and prosecution of patent and trademark applications. These assets are amortized on a straight-line method over their legal life.

 

Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable in accordance with applicable accounting guidance. During the years ended December 31, 2014 and 2013 we have had no impairment of intangible assets.

 

The carrying values of our amortized acquired intangible assets as of the December 31, 2014 and 2013, respectively, are as follows:

 

   December 31, 2014   December 31, 2013 
   Gross   Accumulated Amortization and write off   Net   Gross   Accumulated Amortization and write off   Net 
                         
Patents  $618,150   $(287,662)  $330,488   $617,651   $(260,171)  $357,480 
Trademarks  $45,723   $(13,447)  $32,276   $45,723   $(10,758)  $34,965 
   $663,873   $(301,109)  $362,764   $663,374   $(270,929)  $392,445 

 

F-13
 

 

OXYSURE SYSTEMS, INC.

NOTES TO AUDITED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2014 AND 2013

 

NOTE 2 – INTANGIBLE ASSETS (CONTINUED)

 

As of December 31, 2014, we estimate the future amortization expense of the intangible assets for December 31, 2015, 2016 2017 and 2018, to be as follows:

 

2015   $ 30,232  
2016     30,232  
2017     30,232  
2018     30,232  
Thereafter     241,837  
    $ 362,764  

 

Due to the nature of the intangible assets, we have amortized the cost of the patents and trademarks over their estimated useful lives. The nature of the estimate did not change from 2013 to 2014. Of the net amount of $362,764 in intangible assets as of December 31, 2014, approximately 91% is in patents and 9% is in trademarks.  Included in the $663,873 gross amount for patents and trademarks is $156,002 acquired from entities controlled by the founder of the Company in January 2004. The remaining $507,871 represents amounts paid to third parties for legal fees, application fees and other direct costs incurred in the filing and prosecution of patent and trademark applications.

 

NOTE 3 – NOTES PAYABLE

 

Frisco Promissory Note. On March 22, 2011 we entered into an Amended and Restated Performance Agreement with the Frisco Economic Development Corporation (“FEDC”) pursuant to an economic incentive package. In terms of the Amended and Restated Performance Agreement, the FEDC provided us with economic assistance in the form of the renewal and extension a forgivable loan of $213,000 (the “Frisco Note”) together with performance credits over 5 years, commencing on March 22, 2011 and ending on the earlier to occur of: (i) the full payment of the economic incentives; or (ii) March 31, 2016.

 

The Frisco Note requires varying annual principal payments through December 2015. The Frisco Note is non-interest bearing; however, interest has been imputed at 12.34% per annum. The unamortized discount at December 31, 2014 was $15,516, and the net amount of the Frisco Note as at December 31, 2014 was $88,484.

 

Future principal payments of the Frisco Note payable are as follows:

 

2015   52,000 
2016   52,000 
   $104,000 

 

F-14
 

 

OXYSURE SYSTEMS, INC.

NOTES TO AUDITED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2014 AND 2013

 

NOTE 3 – NOTES PAYABLE (CONTINUED)

 

The following table reflects the carrying values of our short-term and long-term notes payable as of December 31, 2014.

 

   Effective Interest Rate   Principal   Accrued Interest   Discount   December 31,
2014		 
                     
Current notes payable                    
Iliad Trading and Research Notes   1.5%   157,458    2,346    -    159,804 
Union Capital Funding Notes   69.9%   297,000    4,680    202,843    98,837 
JSJ Investments Notes   37.3%   300,000    10,685    101,124    209,561 
Sojourn Note   92.9%   30,000    819    27,041    3,778 
WHC Capital Note   74.5%   38,500    405    28,293    10,612 
Group 10 Notes   64.3%   236,000    2,716    148,963    89,753 
GEL Notes   66.8%   165,000    1,465    108,761    57,704 
Frisco EDC   12.3%   104,000    -    15,516    88,484 
                          
Total short-term notes payable       $1,327,958   $23,116   $632,542   $718,533 
                          
Long-term notes payable                         
none       $-    -    -   $0 
                          
Total long-term notes payable       $0   $0   $0   $0 
Total short-term and long-term notes payable       $1,327,958   $23,116   $632,541   $718,533 

 

The following table reflects the carrying values of our short-term and long-term notes payable as of December 31, 2013.

 

   Effective Interest Rate   Principal   Accrued Interest   Discount   December 31,
2013		 
                     
Current notes payable                    
Iliad Trading and Research Notes   47.3%   165,000    5,004    72,980    97,024 
LG Capital Funding   53.7%   57,500    3,008    27,886    32,622 
JMJ Financial   70.4%   110,000    13,200    64,195    59,005 
Tonaquint, Inc.   47.0%   105,000    6,785    42,535    69,250 
Frisco EDC   12.34%   44,000    -    -    44,000 
                          
Total short-term notes payable       $481,500   $27,997   $207,596   $301,901 
                          
Long-term notes payable                         
Frisco EDC   12.34%  $104,000    -    27,928   $76,072 
                          
Total long-term notes payable       $104,000   $0   $27,928   $76,072 
Total short-term and long-term notes payable       $585,500   $27,997   $235,524   $377,973 

 

F-15
 

 

OXYSURE SYSTEMS, INC.

NOTES TO AUDITED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2014 AND 2013

 

NOTE 3 – NOTES PAYABLE (CONTINUED)

 

Aggregate maturities of debt are as follows:

 

   As of
December 31,
2014		 
     
2015  $

718,533

 
Thereafter   - 
Total  $

718,533

 

 

F-16
 

 

OXYSURE SYSTEMS, INC.

NOTES TO AUDITED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2014 AND 2013

 

NOTE 4 - SHAREHOLDERS’ EQUITY

 

Preferred Shares Rights

 

We have 25,000,000 shares of preferred stock authorized, par value $0.0005 per share.

 

Series A Convertible Preferred Stock: As of December 31, 2014, the Company had authorized the issuance of 3,143,237 shares of preferred stock designated as Series A Convertible Preferred Stock (“Series A Preferred”). The original issue price of the Series A Preferred is $1.00 per share. There were 593,750 and 743,750 Series A Preferred shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively.

 

During the year ended December 31, 2014 approximately 150,000 shares of the Series A Preferred have been converted into approximately 183,000 shares of our common stock in cashless conversions at a conversion ratio of 1.22:1.

 

A summary of the designations and preferences of its Series A Preferred stock is as follows:

 

Ranking – The Series A Preferred ranks senior to common stock.

 

Dividends – Series A Preferred may be entitled to receive a quarterly non-cumulative dividend in the amount of $.01 per share upon approval from the Board of Directors.

 

Liquidation Preference – In the event of any liquidation, dissolution, or winding up of the Company, the holders of Series A Preferred are entitled to receive 100% of the original issue price of $1.00 per share.

 

Conversion Rights – Each share of Series A Preferred is convertible at any time, at the option of the holder into 1.22 shares of common stock, subject to adjustment. Series A Preferred are subject to automatic conversion upon consummation of underwritten offering by the Company of shares of common stock to the public, in which the aggregate cash proceeds are at least $3 million and the price paid per share is at least $5.00.

 

Redemption Rights – All of the Series A Preferred may be called at any time by the Company within ten years, but not prior to two years after issuance. The redemption value is $1.00 per share, plus an amount equal to all unpaid dividends thereon.

 

Voting Rights – The holder of each share of Series A Preferred has the right to one vote for each share of common stock into which such share of Series A Preferred could be converted.

 

Series B Convertible Preferred Stock: On December 19, 2013, the Company’s Board of Directors authorized the issuance of 750 shares of preferred stock designated as Series B Convertible Preferred Stock (“Series B Preferred”). On December 23, 2014 we further increased the authorized shares of the Series B Preferred to 3,500 shares. The original issue price of the Series B Preferred is $1,000 per share. There were 1,145 and 750 Series B Preferred shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively.

 

During the year ended December 31, 2014 we issued 525 shares of the Series B Preferred and 130 shares of Series B Preferred were converted into 236,364 shares of common stock.

 

A summary of the designations and preferences of its Series B Preferred stock is as follows:

 

Ranking – The Series B Preferred ranks senior to Series A Preferred and common stock.

 

Dividends – Series B Preferred accrues an annual dividend of 6 percent payable at the option of the Company, in cash, or in duly authorized, validly issued, fully paid and non-assessable shares of common stock.

 

Liquidation Preference – In the event of any liquidation, dissolution, or winding up of the Company, the holders of Series B Preferred are entitled to receive 100% of the original issue price of $1,000 per share, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing.

 

Conversion Rights – The conversion price for the Series B Preferred is equal to $0.55 per share of common stock.

 

Redemption Rights – The Company has no right to require holders of Series B Preferred to surrender their Series B Preferred for redemption.

 

Voting Rights – The holder of each share of Series B Preferred has the right to one vote for each share of common stock into which such share of Series B Preferred could be converted.

 

F-17
 

 

OXYSURE SYSTEMS, INC.

NOTES TO AUDITED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2014 AND 2013

 

NOTE 4 - SHAREHOLDERS’ EQUITY (CONTINUED)

 

Common Stock

 

The Company has authorized 100,000,000 shares of $0.0004 par value common stock.

 

During the year ended December 31, 2014:

 

(1)We issued 183,000 shares of common stock pursuant to the cashless conversion of 150,000 shares of Series A Preferred.
(2)We issued 236,364 shares of common stock pursuant to the cashless conversion of 130 shares of Series B Preferred.
(3)We issued 41,580 shares of common stock for $29,700 in cash.
(4)We issued 1,529,734 shares of common stock upon the cashless conversion of convertible notes valued at $625,913.
(5)We issued 436,945 shares of common stock upon conversion of options and warrants valued at $4,370.
(6)We issued 81,500 shares of common stock for services valued at $64,875.
(7)We issued 75,000 shares of common stock valued at $66,750 in connection with a lease extinguishment.
(8)As further discussed under Note 6 – Stock Options and Warrants, we recorded $136,944 for the computed fair value of options issued to employees, non-employee directors, and consultants, net of cancellations and forfeitures.
(9)We recorded $951,423 in connection with beneficial conversion features.

 

During the year ended December 31, 2013:

 

(1)We issued approximately 482,934 shares of common stock pursuant to the conversion of convertible notes valued at $462,448 in cash at an aggregate price of $.96 per share.
(2)We issued approximately 670,947 shares of common stock for $347,364 in cash at an aggregate price of $.52 per share.
(3)We issued approximately 435,000 shares of common stock and warrants for $216,800 in cash at an aggregate price of $.50 per unit.
(4)We received proceeds of approximately $4,388 from the issuance of 438,888 shares of common stock pursuant to the exercise of 438,888 warrants.
(5)We issued approximately 322,000 shares of common stock for services valued at $257,837 at an aggregate price of $.80 per share.
(6)We issued 644,347 shares of common stock for conversion of rent valued at approximately $423,413.
(7)We issued approximately 220,013 shares of common stock in connection with deferred rent valued at approximately $162,810 at an aggregate price of $.66 per share.
(8)We issued approximately 132,000 shares valued at $114,180 in connection with capitalized website development costs and URLs.
(9)We issued 91,500 shares of common stock pursuant to the cashless conversion of 75,000 shares of our Series A Preferred at a conversion ratio of 1.22:1.
(10)As further discussed under Note 6 – Stock Options and Warrants, we recorded $61,480 for the computed fair value of options issued to employees, non-employee directors, and consultants, net of cancellations and forfeitures.
(11)As further discussed under Note 6 – Stock Options and Warrants, we recorded $0 for the computed fair value of warrants issued for services.
(12)As further discussed under Note 6 – Stock Options and Warrants, we recorded $317,609 in connection for beneficial conversion features.
(13)As further discussed under Note 6 – Stock Options and Warrants, we recorded $48,012 for deferred loan costs.

 

F-18
 

 

OXYSURE SYSTEMS, INC.

NOTES TO AUDITED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2014 AND 2013

 

NOTE 4 - SHAREHOLDERS’ EQUITY (CONTINUED)

 

As of December 31, 2014 and 2013 we had 28,438,430 and 25,854,307 shares respectively, of common stock issued and outstanding.

 

NOTE 5 - STOCK OPTIONS AND WARRANTS

 

Equity Incentive Plans

 

In April 2004, our Board of Directors and the stockholders at that time approved the adoption of a Voting Stock Option Plan (the “Plan”), which provides for the issuance of stock options to eligible employees, consultants, Board members and Advisory Board members of us to acquire up to a maximum of 5,000,000 shares of common stock.

 

Our Board of Directors, which determines the number of options that will be granted, the effective dates of the grants, the option process and the vesting schedules, administers the Plan. In the absence of an established market for the common stock of the Company, the Board of Directors determines the fair market value of our common stock. Options generally expire between five and ten years from the date of grant and automatically terminate 90 days after such optionee ceases to be an eligible individual under the Plan other than by reason of death or disability.

 

The portion of options granted that is not exercisable on the date the optionee ceases to be an eligible individual under the Plan by reason other than death, shall terminate and be forfeited to the Company on the date of such cessation. An optionee has no right as a stockholder with respect to any shares covered by the options granted to him until a certificate representing such shares is issued to them.

 

Stock Options

 

The following table summarizes information about the number and weighted average of the options that were forfeited or expired under the Plan during 2014 and 2013:

 

   Employee   Non-Employee     
       Weighted       Weighted     
   Number   Average   Number   Average   Combined 
   Of   Exercise   Of   Exercise   Total 
   Options   Price   Options   Price   Options 
Outstanding at December 31, 2012   1,440,916   $0.38    18,180   $1.15    1,459,096 
Granted   135,000    0.25    -    -    135,000 
Exercised   -    -    -    -    - 
Forfeited/Cancelled   (22,925)   1.56    (2,280)   2.50    (25,205)
Outstanding at December 31, 2013   1,552,991   $0.35    15,900   $2.50    1,568,891 
Granted   380,000    0.52    -    -    380,000 
Exercised   -    -    -    -    - 
Forfeited/Cancelled   (225,503)   0.91    (15,900)   2.50    (241,403)
Outstanding at December 31, 2014   1,707,488   $0.31    -   $-    1,707,488 

 

F-19
 

 

OXYSURE SYSTEMS, INC.

NOTES TO AUDITED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2014 AND 2013

 

NOTE 5 - STOCK OPTIONS AND WARRANTS (CONTINUED)

 

The following table summarizes information about those options that have been forfeited, cancelled or that have expired under the Plan during 2014 and 2013:

 

   Employee   Non-Employee     
       Weighted       Weighted     
   Number   Average   Number   Average   Combined 
   Of   Exercise   Of   Exercise   Total 
   Options   Price   Options   Price   Options 
                     
Forfeited/Cancelled during FY 2013   (22,925)  $1.56    (2,280)  $2.50    (25,205)
                          
Forfeited/Cancelled during FY 2014   (225,503)  $0.91    (15,900)  $2.50    (241,403)

 

Valuation Assumptions

 

We value our stock-based payment awards granted using the Black-Scholes model, during the years ended December 31, 2014 and 2013.  The Black-Scholes model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. The Black-Scholes model requires the input of certain assumptions that can vary over time. Our stock options have characteristics significantly different from those of traded options, and changes in the assumptions can materially affect the fair value estimates.

 

The risk-free interest rate is the implied yield currently available on the 5-year U.S. Treasury zero-coupon issues with a remaining term equal to the expected term. The expected term of the options was based on the simplified method outlined in ASC 718. The volatility factors were based on three peer companies selected from the Dow Jones U.S. Medical Equipment Index (^DJUSAM). These peer companies include companies which are the same market categories as the Company, which is the medical equipment and supplies line of business. The peer companies were selected based on similarity of industry characteristics, size and lifecycle characteristics. The calculated volatility value was established by taking the historical daily closing values prior to grant date, over a period equal to the expected term, for each of the peer companies, and then calculating a single average volatility.

 

For the years ended December 31, 2014 and 2013, respectively, the fair value of options granted were estimated at the date of grant using the Black-Scholes model with the following weighted average assumptions:

 

   Equity Incentive
Plans for
Years Ended
December 31,		 
   2014   2013 
         
Expected terms (in years)    5-10     5-10 
Volatility   83.79%   40.45%
Risk-free interest rate    0.82%-1.02 %    1.05%-1.74%
Expected dividend rate   0.00%   0.00%

 

The expected term of stock options represents the weighted average period the stock options are expected to remain outstanding. The expected term is based on the observed and expected time to exercise and post-vesting cancellations of options by optionees.  We use historical volatility in deriving our expected volatility assumption because it believes that future volatility over the expected term of the stock options is not likely to differ from the past.

 

F-20
 

 

OXYSURE SYSTEMS, INC.

NOTES TO AUDITED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2014 AND 2013

 

NOTE 5 - STOCK OPTIONS AND WARRANTS (CONTINUED)

 

The expected dividend assumption is based on our history and expectation of dividend payouts.  The fair value of the shares of common stock underlying the stock options has historically been determined by the board of directors. On or before February 2012, when our common stock commenced trading on the over the counter bulletin board (OTCQB), there has been no public market for our common stock. Consequently, the board of directors has historically determined the fair value of the common stock at the time of grant of the option by considering a number of objective and subjective factors including valuation of comparable companies, operating and financial performance, the lack of liquidity of capital stock and general and industry specific economic outlook, amongst other factors.  

 

FASB ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company only records stock-based compensation expense for awards that are expected to vest. While we generally consider historical forfeitures in its estimates, judgment is also required in estimating the amount of stock-based awards that are expected to be forfeited. The Company’s estimates for forfeitures may differ from actual forfeitures. If actual results differ significantly from these estimates, stock-based compensation expense and its results of operations could be materially impacted when the Company records a true-up for the difference in the period that the awards vest. We adjust stock-based compensation expense based on our actual forfeitures on an annual basis, if necessary.

 

Stock compensation cost, using the graded vesting attribute method in accordance with Codification topic 718, is recognized over the requisite service period, generally 5 years, during which each tranche of shares is earned (zero, one, two, three, and four years).  The value of each tranche is generally amortized on a straight-line basis.  For the years ended December 31, 2014 and 2013, stock based compensation expense was approximately $136,944 and $61,480, respectively, which consisted primarily of stock-based compensation expense related to stock options recognized under GAAP issued to employees.  For the years ended December 31, 2014 and 2013, the number of options exercised was 0 for each year.

 

Compensation expense is recognized only for the portion of stock options that are expected to vest, assuming an expected forfeiture rate in determining stock-based compensation expense, which could affect the stock-based compensation expense recorded if there is a significant difference between actual and estimated forfeiture rates. As of December 31, 2014, total unrecognized compensation cost related to stock-based awards granted to employees and non-employee directors was $105,154. This cost will be amortized on a ratable basis over a weighted-average vesting period of approximately 1.18 years.

 

F-21
 

 

OXYSURE SYSTEMS, INC.

NOTES TO AUDITED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2014 AND 2013

 

NOTE 5 - STOCK OPTIONS AND WARRANTS (CONTINUED)

 

The following table summarizes information about employee stock options outstanding under the Plan at December 31, 2014:

 

December 31, 2014
   Options Outstanding   Options Exercisable 
Range of Exercise Prices  Number
Outstanding		   Weighted
average
remaining
contractual life		   Weighted
average
exercise price		   Number
exercisable		   Weighted
average
remaining
contractual life		   Weighted
average
exercise price		 
$ 0.20 - $0.25   1,507,488    4.66   $0.25    1,417,488    4.66   $0.25 
$ 0.50 - $1.00   200,000    4.57   $0.89    87,500    3.86   $0.74 
    1,707,488              1,504,988           

 

There were no non-employee stock options outstanding or exercisable at December 31, 2014.

 

F-22
 

 

OXYSURE SYSTEMS, INC.

NOTES TO AUDITED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2014 AND 2013

 

NOTE 5 - STOCK OPTIONS AND WARRANTS (CONTINUED)

 

Warrants.

 

The following table summarizes our warrant activities for the years ended December 31, 2014 and 2013:

 

        Weighted         
    Number   Average         
    Of   Exercise   Estimated   Intrinsic 
    Warrants   Price   Life (Years)   Value 
 Outstanding at December 31, 2012    1,877,034   $0.80    1.65   $1.07 
 Granted    1,576,364   $1.44    4.30   $- 
 Exercised    (438,889)   0.01           
 Forfeited/Cancelled    (47,500)   0.69           
 Exercisable    2,967,009   $1.13    2.81   $0.19 
 Outstanding at December 31, 2013    2,967,009   $1.13    2.81   $0.19 
 Granted    1,467,896   $1.26    3.95   $- 
 Exercised    (436,945)   0.01           
 Forfeited/Cancelled    (468,700)   0.65           
 Exercisable    3,569,260   $1.37    3.18   $- 
 Outstanding at December 31, 2014    3,569,260   $1.37    3.18   $- 

 

F-23
 

 

OXYSURE SYSTEMS, INC.

NOTES TO AUDITED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2014 AND 2013

 

NOTE 6 - INCOME TAXES

 

The Company adopted the provisions of ASC 740, “Accounting for Uncertainty in Income Taxes,” on January 1, 2008. FASB ASC Topic 740 clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FASB ASC Topic 740 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of FASB ASC Topic 740, the Company did not recognize a decrease or increase in the liability for unrecognized tax benefits.

 

As of December 31, 2014 and 2013, the Company had cumulative net operating loss carry-forwards of approximately $15,150,126 and $12,146,279 respectively, which expire in varying amounts between 2024 and 2034.   Realization of this potential future tax benefit is dependent on generating sufficient taxable income prior to expiration of the loss carry-forward. The deferred tax asset related to this (and other) potential future tax benefits has been offset by a valuation allowance in the same amount. The amount of the deferred tax asset ultimately realizable could be increased in the near term if estimates of future taxable income during the carry-forward period are revised.

 

Deferred income tax assets of $5,588,365 and $4,733,483 for the years December 31, 2014 and 2013 respectively were offset in full by a valuation allowance.

 

The components of the Company's net deferred tax assets, including a valuation allowance, for the years 2014 and 2013 are as follows:

 

Deferred Tax Assets  As of
December 31, 2014		   As of December 31, 2013 
Net operating loss carry-forwards  $5,150,797   $4,129,735 
           
Net deferred tax assets before valuation allowance  $5,588,365   $4,733,483 
Less: Valuation Allowance  $(5,588,365)  $(4,733,483)
Net deferred tax assets   --    -- 

 

Reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. income tax rate to pre-tax loss is as follows:

 

   As of December 31, 2014   As of
December 31, 2013		 
Statutory federal income tax   34%   34%
Statutory state income tax    (0.22%)   (0.92%)
Change in valuation allowance on deferred tax assets   (33.51%)   (33.69%)
Net effective tax rate   (0.27%)   (0.61%)

 

Due to the inherent uncertainty in forecasts and future events and operating results, the Company has provided for a valuation allowance in an amount equal to gross deferred tax assets resulting in the above figures for the periods audited.

 

F-24
 

 

OXYSURE SYSTEMS, INC.

NOTES TO AUDITED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2014 AND 2013

 

NOTE 7 – LICENSE AND SERVICE AGREEMENTS

 

There were no material service agreements during 2014.

 

NOTE 8 – COMMITMENTS AND CONTINGENCY

 

Leases

 

Operating Lease – During 2007, we entered into a long-term non-cancelable lease for office space, which expired in October 2012. On December 31, 2013 we extended this lease until December 31, 2017.

 

F-25
 

 

OXYSURE SYSTEMS, INC.

NOTES TO AUDITED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2014 AND 2013

 

NOTE 8 – COMMITMENTS AND CONTINGENCY (CONTINUED)

 

At December 31, 2014, future minimum lease payments under the non-cancelable operating lease for the year ended December 31, 2014 were as follows:

 

2015  $194,400 
2016   210,600 
2017   210,600 
Thereafter   - 
   $615,600 

 

Rental expense for the years ended December 31, 2014 and 2013 was $194,400 and $194,400, respectively.

 

Capital lease – During 2014 we retired our master lease agreement with a VenCore Solutions, LLC (“Vencore”). The Vencore lease had a balance of $307,662 which we settled in full through the payment of $150,000 in cash and 75,000 shares of common stock. The balance on the Vencore lease at December 31, 2014 was $0.

 

Minimum non-cancellable lease payments required under all capital leases as at December 31, 2014 are as follows:

 

2014   149 
Thereafter   - 
   $149 

 

F-26
 

 

OXYSURE SYSTEMS, INC.

NOTES TO AUDITED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2014 AND 2013

 

NOTE 8 – COMMITMENTS AND CONTINGENCY (CONTINUED)

 

Legal Proceedings

 

The Company is subject to litigation in the normal course of business, none of which management believes will have a material adverse effect on the Company’s financial statements.

 

On or about December 13 of 2013, Wall Street Buy Sell Hold, Inc., (“WSBSH”) filed a lawsuit against the Company in the New York Supreme Court, Nassau County. The suit seeks damages in the form of money, stock and warrants for breach of a marketing agreement entered into on October 22, 2012 and another entered into on March 11, 2013. We have answered the complaint and filed a counterclaim against WSBSH seeking the return of all moneys and shares we paid or transferred to WSBSH, as well as punitive damages for fraud. We have entered the discovery phase in this matter. Management believes the WSBSH claims have no merit, and we intend to vigorously defend our interests in this matter.

 

Indemnification

 

Under the indemnification provisions of our customer agreements, we routinely agree to indemnify and defend our customers against infringement of any patent, trademark, or copyright of any country or the misappropriation of any trade secret, arising from the customers’ legal use of our products or services. The exposure to us under these indemnification provisions is generally limited to the total amount paid by the customers under pertinent agreements. However, certain indemnification provisions potentially expose us to losses in excess of the aggregate amount received from the customer. To date, there have been no claims against us or our customers pertaining to such indemnification provisions and no amounts have been recorded.

 

F-27
 

 

OXYSURE SYSTEMS, INC.

NOTES TO AUDITED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2014 AND 2013

 

NOTE 9 – RELATED PARTY TRANSACTIONS

 

A summary of the related party financings and notes payable to related parties as at December 31, 2014 is as follows:

 

   Shareholder advances 
Holder  Julian Ross(1)   Other 
Amount  $154,850   $- 
Stated interest rate   0%   0%
Maturity   n/a    n/a 

 

A summary of the related party financings and notes payable to related parties as at December 31, 2013 is as follows:

 

   Shareholder advances 
Holder  Julian Ross(1)   Other 
Amount  $118,627   $- 
Stated interest rate   0%   0%
Maturity   n/a    n/a 

 

(1) Our CEO, Mr. Ross provided us cash and other consideration from time to time to fund to fund working capital. The net amounts outstanding to Mr. Ross were $154,850 and $118,627 as at December 31, 2014 and December 31, 2013, respectively.

 

F-28
 

 

OXYSURE SYSTEMS, INC.

NOTES TO AUDITED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2014 AND 2013

 

NOTE 10 – FAIR VALUE MEASUREMENTS

 

Effective January 1, 2009, the Company adopted new fair value accounting guidance. The adoption of the guidance was limited to financial assets and liabilities and did not have a material effect on our financial condition or results of operations.

 

The guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact business and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. The guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The guidance establishes three levels of inputs that may be used to measure fair value:

 

Level 1 — Quoted prices in active markets for identical assets or liabilities.

 

Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 — Unobservable inputs to the valuation methodology that is significant to the measurement of fair value of assets or liabilities.

 

Changes related to derivatives for the year ended December 31, 2014 are as follows:

 

   Derivative 
   Liabilities 
      
Balance as of December 31, 2013  $- 
Additions related to embedded derivative of convertible notes issued   28,009 
Gain on decrease in value of derivative liabilities   3,001 
Balance as of December 31, 2014  $31,010 

 

F-29
 

 

OXYSURE SYSTEMS, INC.

NOTES TO AUDITED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2014 AND 2013

 

NOTE 11 – OFF BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

 

We have not entered into any transactions with unconsolidated entities whereby we have financial guarantees, subordinated retained interests, or other contingent arrangements that expose us to material continuing risks, contingent liabilities, or any other obligation under a variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us.

 

NOTE 12 – SEGMENT INFORMATION

 

We are organized as, and operate in, one reportable segment: the development, distribution and sale of specialty respiratory products and related medical products and accessories. Our chief operating decision-maker is our Chief Executive Officer. Our Chief Executive Officer reviews financial information presented on a consolidated basis for purposes of evaluating financial performance and allocating resources, accompanied by information about revenue by geographic regions. Our assets are primarily located in the United States of America and not allocated to any specific region and we do not measure the performance of our geographic regions based upon asset-based metrics. Therefore, geographic information is presented only for revenue. Revenue by geographic region is based on the ship to address on our customer orders.

 

The following presents total revenue by geographic region:

 

   Year Ended
December 31,		 
   2014   2013 
Revenues:        
United States revenues  $2,380,000   $1,302,042 
ROW revenues   57,402    498,286 
Totals  $2,437,402   $1,800,327 

 

F-30
 

 

OXYSURE SYSTEMS, INC.

NOTES TO AUDITED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2014 AND 2013

 

NOTE 13 – GOING CONCERN

 

Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.  We have been suffering from recurring losses from operations. Our total notes payable has increased to $723,323 at December 31, 2014 from $349,975 at December 31, 2013. Our current notes payable has also increased to $678,839 at December 31, 2014 from $273,903 at December 31, 2013. Our long term notes payable decreased from $76,072 for December 31, 2013 to $44,484 at December 31, 2014.

 

Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow from operations to meet our obligations on a timely basis and/or obtain financing as may be required. For the years ended December 31, 2014 and 2013 we have incurred net losses from operations of $1,099,349 and $860,791, respectively. As of December 31, 2014 and 2013, we have accumulated stockholders’ deficits of $18,041,208 and $15,287,647, respectively, since inception. We had a working capital surplus of $418,734 as of December 31, 2014 and a working capital surplus of $747,473 as of December 31, 2013. While our revenues have increased significantly from 2013 to 2014, we are still in the early stages of the commercialization or our primary product, and we currently operate in a single industry segment.  These factors raise significant doubt about our ability to continue as a going concern.

  

During the next 12 months, our foreseeable cash requirements will relate to continual development of the operations of our business, maintaining our good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with reviewing or investigating any potential business ventures.  We may experience a cash shortfall and may be required to raise additional capital. Historically, we have relied upon internally generated funds and funds from the sale of shares of stock and loans and advances from our shareholders and private investors to finance our operations and growth. We may raise additional capital through future public or private offerings of our stock or through loans from investors, although there can be no assurance that we will be able to obtain such financing.  Our failure to do so could have a material and adverse effect upon us and our shareholders.

 

We have a series of plans to mitigate the going concern:

 

1.   Management is seeking additional sources of equity and/or debt financing on terms that are reasonable for us; however, there is no assurance that any such additional funding will be available.

 

2.   We anticipate that sales during 2015 and 2016 from existing markets will grow, and we believe that we will be able to generate sales from new markets. Existing markets include education customers such as schools, school districts and colleges, and commercial customers such as manufacturing facilities, churches and other commercial venues. New markets will include, but not be limited to, government customers and new international territories and markets.

 

3.   We plan to increase our market penetration through the addition of new distributors, both in the US and outside the US during 2015 and beyond. We also plan to increase the number direct sales territory managers we will appoint in the U.S. to sell our products.

 

4.   We plan to continue to diversify our product range through the addition of complementary products and solutions. Some of these products will be sourced from third party manufacturers and suppliers.

 

5.   We may seek or consider strategic business combinations with other companies to complement our resources and create synergies.

 

F-31
 

 

OXYSURE SYSTEMS, INC.

NOTES TO AUDITED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 2014 AND 2013

 

NOTE 14 – CONCENTRATION OF RISK IN CUSTOMER AND SUPPLIER RELATIONSHIPS

 

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. At times, cash account balances may be in excess of the amounts insured by the Federal Deposit Insurance Corporation (FDIC). However, management believes the risk of loss to be minimal. The Company performs periodic evaluations of the relative credit standing of these institutions and has not experienced any losses on its cash and cash equivalents and short-term investments to date.

 

The relative magnitude and the mix of revenue from our largest customers have varied significantly from quarter to quarter. During the twelve months ended December 31, 2014 and 2013, the following customers have accounted for significant revenues, varying by period, to our company: Knight Aerospace, Inc., and PP Aviation Corporation. For the twelve months ended December 31, 2014 and 2013, the percentages of revenues from our largest two customers are as follows:

 

   Year Ended
December 31,		 
   2014   2013 
         
Knight Aerospace, Inc.   58%   35%
PP Aviation Corporation   19%   28%

 

Over time, as we work to add additional distributors to our network and to grow our distribution business, we anticipate the relative significance to our revenue of any particular customer or distributor will decline.

 

NOTE 15 - SUBSEQUENT EVENTS

 

The Company has evaluated events and transactions subsequent to December 31, 2014 through the date of issuance of the Financial Statements. During the period from January 1, 2015 to the date of issuance, we have had the following material subsequent events:

 

Re-appointment of Julian T. Ross as Chairman & CEO:

 

On January 12, 2015, our Board of Directors re-appointed Julian T. Ross as our Chairman and Chief Executive Officer, a position he has held since the Company’s inception. We entered into a third employment agreement (“Agreement”) between us and Mr. Ross. Mr. Ross will also continue to serve as our Chief Financial Officer and Secretary until such time as we completes this hire(s).

 

The Agreement has an effective date of January 1, 2015 and its summary terms include, but are not limited to the following:

 

Term: Three (3) years
Base Salary:

$275,000 per annum payable twice monthly

Annual Bonus: 40% of Base Salary, provided that: (i) 30% of the Annual Bonus is subject to achievement of MBOs (Management by Objectives) determined by the Board; (ii) 70% of the Annual Bonus is subject to achievement of financial performance metrics set by the Board (for example, Revenue or Revenue Growth, Stock Price, and so forth).
Stock Options: Stock options valued at $200,000 per annum with exercise price at market price
Restricted Stock Units: (i) Base Restricted Stock Units (“RSUs”): $100,000 per year; Up to an additional $200,000 per year at the Board’s sole and absolute discretion. (ii) Performance Restricted Stock Units: 150,000 units subject to achieving both positive net earnings and positive EBITDA for a 6 month period (one time issuance).

 

Stock issuances:

 

We issued 318,349 shares of common stock pursuant to the cashless conversion of 170 shares of Series B Preferred; we issued 58,000 shares of our common stock in connection with an investment banking agreement; we issued 602,426 shares of common stock pursuant to the cashless, partial conversions of convertible notes; and we issued 30,000 shares of our common stock in connection with a licensing and marketing agreement.  

 

F-32
 

 

ITEM 9—CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

ITEM 9A—CONTROLS AND PROCEDURES

 

Regulations under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) require public companies to maintain “disclosure controls and procedures,” which are defined as controls and other procedures that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

The Company conducted an evaluation, with the participation of its Chief Executive Officer and its Chief Financial Officer, of the effectiveness of its disclosure controls and procedures as of December 31, 2014. Based on such evaluation, its Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2014, the Company’s disclosure controls and procedures were not effective.

 

Management’s Annual Report on Internal Control over Financial Reporting

 

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officers and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the U.S. generally accepted accounting principles (“U.S. GAAP”).

 

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.  However, these inherent limitations are known features of the financial reporting process.  Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

 

As of December 31, 2014, the Company carried out an evaluation based on the criteria for effective internal control over financial reporting established in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance. Based on such assessment, management concluded that its internal control over financial reporting was not effective.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes to its internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) during the period ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

 

ITEM 9B—OTHER INFORMATION

 

There is no information to report under this item for the period ended December 31, 2014.

 

42
 

 

PART III

 

ITEM 10—DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 

Executive Officers and Directors

 

Our executive officers and directors are as follows:

 

Name   Age   Position
Julian T.  Ross   48   Director (Chairman), CEO, President, CFO
Jeremy M. Jones   73   Director
Vicki Jones   53   Director
Clark E. Hood   52   Vice President, Resuscitation Sales Worldwide

 

Julian T. Ross, Chairman, CEO, President & CFO

 

Mr. Ross is the developer of the OxySure technology and the Founder of OxySure Systems, Inc. He has served as CEO of the company since inception in January 2004, and has raised over $18 million for the company to date. He also built the company and all its operations and processes, including the manufacturing operations, spearheaded all regulatory approvals (including FDA approval, ANVISA approval, GSA approval, DOT approval and CE Marking approval), set up the distribution channels, and took the company public in late 2011. He is a high energy, results-oriented individual, and he brings over 25 years’ experience in technology, medical devices and manufacturing, having functioned both in consulting and operational capacities at senior management level. His experience includes at least a decade in corporate finance, including public and private financings, and mergers & acquisitions. He has worked for and with start-ups and established organizations, including Anglo American Corporation, Volt Information Sciences, Tandy Corporation, Merrill Lynch, Ernst & Young, Sun International and Isle of Capri, Inc. Mr. Ross has enjoyed an Academic Scholarship from Shell Petroleum and an Academic Scholarship from the Edwin L. Cox School of Business at Southern Methodist University, where he received an MBA in Finance. The above experience, qualifications, attributes and skills led us to the conclusion that Julian T. Ross shall serve as our CEO, President, CFO, and director.

 

Jeremy M. Jones, Director

 

In March 2013 we announced that Mr. Jeremy M. (“Jerry”) Jones, former Chairman and CEO of Apria Healthcare joined our Board of Directors as an independent director effective April 1, 2013. Mr. Jones brings over 35 years of healthcare industry experience to our Board. Mr. Jones founded Homedco Group, Inc., a home healthcare services company, which he took public in 1991. Homedco merged into Apria Healthcare Group, Inc. (“Apria”) in 1995 and from 1995 through January 1998, Mr. Jones was Chief Executive Officer and Chairman of Apria, which became the largest homecare service provider in the nation under his leadership through merger, acquisitions and increased market dominance, and was sold to the Blackstone Group (NYSE: BX) for $1.7 billion in December 1998. Mr. Jones currently serves as Chairman of On Assignment, Inc. (NYSE: ASGN), a $1.3 billion leader in the healthcare and life sciences sectors focusing on in-demand, skilled medical and technical staffing. At On Assignment he also serves on the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Mr. Jones also currently serves on the Board of CombiMatrix Corporation (Nasdaq: CBMX), and has invested in, and has served as Chairman of home health service companies, Byram Healthcare Centers Inc, and Lifecare Solutions, Inc, until their sale in 2008, and 2011 respectively. He has also served on the Board of US Labs, Inc., acquired by Lab Corp in 2005, and Cardium Healthcare, acquired by CenCorp Health in 2006. The above experience, qualifications, attributes and skills led us to the conclusion that Jeremy Jones shall serve as one of our directors.

 

Vicki Jones, Director

 

Ms. Jones has been one of our Directors since November 2008.  Ms. Jones currently serves as AT&T’s Senior Vice President of Customer Contact Transformation, AT&T Services, Inc. She is responsible for delivering AT&T’s 2020 vision for transitioning how AT&T operates contact centers as digital interactions increase. Her charter is to drive cross functional alignment to evolve AT&T’s business in a way that ensures superior customer care --and do it competitively. Prior to that, Ms. Jones led U-verse Sales and Service with a team of 14,000 people responsible for growing sales, service and retention for AT&T’s consumer products and services. Her team led the largest contribution to AT&T’s IP transformation and revenue growth for Home Solutions. Ms. Jones brings more than three decades experience in P&L management, sales and sales management, marketing, installation, and customer service, with particular experience in mass markets, both B2B and B2C. Ms. Jones has held various positions within AT&T (and SBC Communications, its predecessor company), including President – Business Communications Services, Midwest; Senior Vice President – Product Management and Development; and Vice President – Strategic Marketing. Ms. Jones holds an MBA in E-Commerce Management from Our Lady of the Lake University, San Antonio, Texas.  The above experience, qualifications, attributes and skills led us to the conclusion that Vicki Jones shall serve as one of our directors.

 

Clark E. Hood, Vice President, Resuscitation Sales Worldwide

 

Mr. Hood has over 25 years experience in healthcare, medical devices and emergency medical equipment, and specifically in sales and sales management. Prior to joining OxySure, Mr. Hood spent over 16 years with Cardiac Science, a global medical device manufacturer of automated external defibrillation (AED) products and management services in over 100 countries. At Cardiac Science he served as Vice President of Resuscitation, having previously served in various management positions, including Vice-President of Sales for North America and Director of National Accounts for North America. As one of the original members of the sales and management team at Survivalink, a privately held Minneapolis based AED company, Mr. Hood played a key role in helping the company grow revenue exponentially from $1.5m in 1996 to approximately $20m in 2001 which led to the company’s ultimate sale to Cardiac Science, Inc. for over $70m that same year. Mr. Hood has also previously held sales and management positions at BrainLab, Inc., C.R. Bard and U.S. Surgical Corporation. Mr. Hood holds a Bachelor of Business Administration degree from Baylor University.

 

Our directors hold office until the next annual meeting of shareholders and until their respective successors have been elected and qualified, or until his prior resignation or removal.  Our executive officers are appointed by the Board of Directors and hold office until resignation or removal by the Board of Directors. 

 

43
 

 

Identification of Significant Employees

 

OxySure has 24 full time employees and one part time employee, including Julian T. Ross, the Company’s CEO, President, CFO, Secretary and a Director.

 

Director Independence

 

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2).  The OTCQB on which shares of our common stock are quoted does not have any director independence requirements.  According to the NASDAQ definition, two of our directors are independent directors.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Exchange Act requires the Company’s executive officers, directors and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of the Company’s common stock.  Such officers, directors and persons are required by Securities and Exchange Commission regulation to furnish the Company with copies of all Section 16(a) forms that they file with the SEC.

 

Based solely on a review of the copies of such forms that were received by the Company, or written representations from certain reporting persons that no Form 5s were required for those persons, the Company is not aware of any failures to file reports or report transactions in a timely manner during the Company’s fiscal year ended December 31, 2014.

 

Code of Ethics

 

The Company has adopted a code of ethics and has filed a copy of the Code of Ethics with the Commission in its registration statement on Form S-1, File no. 333-159402, filed on May 21, 2009, as amended.

 

Family Relationship

 

We currently do not have any officers or directors of our Company who are related to each other.

 

ITEM 11—EXECUTIVE COMPENSATION

 

Executive Compensation

 

The following table shows the annual compensation paid by the Company for the years ended December 31, 2014 and 2014 to Julian T. Ross, our Chief Executive Officer, President, and CFO. No other officer had total compensation during either of the previous two years of more than $100,000.

 

Name and principal position   Year     Salary
($)		     Bonus
($)		     Option Awards
($)		     Total
($)		  
Julian T. Ross, CEO, President, and CFO     2014     $ 250,000 (1)   $ -     $ 111,060 (2)   $ 361,060  
      2013     $ 115,000 (3)   $ -     $ 82,620 (4)   $ 197,620  
                                         
Clark Hood, Vice President, Resuscitation Sales(5)     2014     $ 200,000     $ -   $ 20,550 (6)   $ 220,550  

  

(1) Includes base salary of $180,000 and performance awards totaling $70,000, net of $30,000 in voluntary salary relinquishments.
(2) Comprises 180,000 options valued at $111,060 using the Black-Scholes pricing model with a volatility of 83.79% and the following assumptions: no dividend yield, expected term of 3.31 years and a risk-free interest rate of 0.82%. There were no forfeitures during 2014.  Please see Note 5-Stock Options to the footnotes to our financial statements for additional information regarding our stock options awards and valuation assumptions.  Please also see “Employment Agreement with Named Officers” below for further disclosure of Mr. Ross’s employment agreement.
(3) Net of $65,000 in voluntary salary relinquishments.

(4)

 Comprises 135,000 options valued at $82,620 using the Black-Scholes pricing model with a volatility of 40.45% and the following assumptions: no dividend yield, expected term of 2.97 years and a risk-free interest rate of 1.02%. There were no forfeitures during 2013. Please see Note 5-Stock Options to the footnotes to our financial statements for additional information regarding our stock options awards and valuation assumptions. Please also see “Employment Agreement with Named Officers” below for further disclosure of Mr. Ross’s employment agreement.
(5) Mr. Hood’s employment with us commenced on October 1, 2014.

(6)

 Comprises 50,000 options valued at $20,550 using the Black-Scholes pricing model with a volatility of 83.79% and the following assumptions: no dividend yield, expected term of 3.31 years and a risk-free interest rate of 1.00%. There were no forfeitures during 2014. Please see Note 5-Stock Options to the footnotes to our financial statements for additional information regarding our stock options awards and valuation assumptions. Please also see “Employment Agreement with Named Officers” below for further disclosure of Mr. Hood’s employment agreement.

 

44
 

 

The following table sets out equity awards outstanding for executive officers as of December 31, 2014.

 

   Number of   Number of        
   securities   securities        
   underlying   underlying        
   unexercised   unexercised   Option   Option
   options (#)   options (#)   Exercise   Expiration
Name  exercisable   unexercisable   Price ($)   Date(s)1
                
Julian T. Ross   472,488        $0.25   4/15/2016
    180,000        $0.25   1/15/2019
    180,000        $0.25   1/15/2020
    180,000        $0.25   1/15/2021
    180,000        $0.25   1/15/2022
    135,000        $0.25   6/5/2018
    90,000    90,000   $0.25   6/5/2019
Clark Hood   12,500    37,500   $0.89   10/1/2019

 

1 Earliest expiration dates.

 

Director Compensation

 

The following table reports all director compensation as of December 31, 2014.

 

Name  Fees earned
or paid
in cash
($)		   Stock
Awards
($)		   Option
Awards
($)		   All Other
Compensation
($)		   Total
($)		 
                     
Julian T. Ross  $-   $-   $-(1)  $-   $- 
Vicki Jones  $-   $-   $-  $-   $- 
Jeremy Jones  $-   $-   $-   $-  $- 

 

(1) Does not include options earned as an employee.  Mr. Ross does not receive any compensation for serving on the Board of Directors.

 

Employment Agreements with Named Officers

 

Julian T. Ross, Chief Executive Officer, President, Chief Financial Officer, and Secretary

 

Our employment agreement with Mr. Ross provided for an annual salary equivalent of $180,000, plus 15,000 options for every month of service with an exercise price of $.25 per share. In addition, the agreement provided that we will pay a sales bonus (the “Sales Bonus”) to Mr. Ross if we achieve the following target net revenues (“TNR”) during the 2014 fiscal year:

 

● If TNR are less than $1.0 million, no Sales Bonus is payable;
● If TNR are equal to or greater than $1 million, the Sales Bonus is $50,000;
● If TNR are between $1.0 million and $2.0 million, the Sales Bonus is $75,000;
● If TNR are between $2.0 million and $3.0 million, the Sales Bonus is $100,000; or
● If TNR are greater than $3.0 million, the Sales Bonus is $125,000 plus 1% of TNR in excess of $3.0 million.

 

45
 

 

The agreement also provided that we will pay a stock performance bonus (the “Stock Performance Bonus”) of $100,000 to Mr. Ross, which shall be paid in shares of common stock or in cash, at Mr. Ross’ sole discretion, if our stock price maintains a 6-month average during any period in the Term (as defined in the agreement) of $1.50 or higher.

 

No Stock Performance Bonus was paid to Mr. Ross for 2014. We paid a Sales Bonus of $70,000 to Mr. Ross for 2014, net of a voluntary relinquishment of $30,000.

 

Mr. Ross is currently acting as our Chief Financial Officer on an interim basis at no additional compensation.  We plan to hire a Chief Financial Officer when we can afford to do so and anticipate paying a salary of approximately $160,000 per year and provide benefits to the Chief Financial Officer.

 

Clark E. Hood, Vice President of Resuscitation Sales, Worldwide

 

The key terms of our employment agreement with Mr. Hood are as follows:

 

(1) Initial contract term: 5 years, renewable thereafter
(2) Base cash salary: $200,000 per annum, paid twice monthly
(3) Base stock options: Options as to 50,000 shares of common stock for each year of service, issued at the beginning of each year, and vesting quarterly; exercise price will be 20% above the average of the three closing prices in the 3 trading days prior to the issue date
(4) Cash override commission: A cash override commission based on a percentage of all resuscitation sales, calculated on a weighted basis using sales dollars, gross margin, and quarterly sales growth
(5) Stock option performance bonus: Options for up to 250,000 shares of common stock ratably over 5 years subject to the attainment of stated performance targets
(6) Acceleration of base options if terminated by an acquirer upon a change of control event

 

Stock Options and Related Employee Incentives

 

2004 Stock Option Plan.  We maintain a 2004 Stock Option Plan (the “2004 Plan”) under which our directors, officers, advisory board, other employees and other key individuals may be granted stock options.  Stock option awards to officers and employees under the 2004 Plan generally vest ratably over five years based on continuous service.  Stock option awards are generally granted with an exercise price equal to the fair value of our common stock at the date of grant and expire no later than ten years from the date of grant. The maximum number of number of Shares to be issued pursuant to the exercise of all options granted under the Plan is 5,000,000.  As at December 31, 2014, there were 3,292,512 options available for future grant under the 2004 Plan.

 

Long-Term Incentive Plans.  We do not currently provide our officers or employees with pension, stock appreciation rights, long-term incentive or other plans although we may adopt one or more of such plans in the future.

 

Employee Pension, Profit Sharing or other Retirement Plans.  We do not currently provide our officers or employees with Employee Pension, Profit Sharing or other Retirement Plans although we may adopt one or more of such plans in the future.

 

Our employment agreements generally provide for assignment of intellectual property rights.  We do not currently maintain any key person insurance on the life or in the event of disability of any of our officers.

 

46
 

 

ITEM 12—SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table shows the ownership of the common stock of the Company on March 27, 2015, by each person who, to the knowledge of the Company, owned beneficially more than five percent (5%) of such stock, the ownership of each executive officer and each director, and the ownership of all directors and officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC. Shares of common stock subject to options or warrants currently exercisable or exercisable within 60 days of March 27, 2015 are deemed outstanding for computing the percentage ownership of the stockholder holding the options or warrants, but are not deemed outstanding for computing the percentage ownership of any other stockholder. Percentage of ownership is based on 28,438,631 shares of common stock outstanding as of December 31, 2014.

 

Name and address of beneficial owner(1)  Amount and nature of beneficial ownership(2)   Percentage of class 
           
Julian T. Ross, Chairman, CEO, President, CFO   16,511,161(3)   49.28%
Jeremy M. Jones, Director   39,000    0.14%
Vicki Jones, Director   606,589(4)   2.13%
Clark Hood, VP Resuscitation Sales   25,000    0.00%
All Officers & Directors as a group (four people)   17,181,750    51.55%
           
JTR Investments, Limited(5)   14,040,761(6)   49.37%
5100 Eldorado Parkway, Suite 102-801
McKinney, TX  75070		          
           
Nancy Reed(7)   1,690,000(8)   5.94%
2201 E. Hickory Hill Road
Argyle, TX 76226		          
           
Sinacola Commercial Properties, Ltd.(9)   1,936,202(10)   6.81%
10950 Research Road
Frisco, Texas 75034		          

 

(1) C/o our address, 10880 John W. Elliott Drive, Suite 600, Frisco, Texas  75033, unless otherwise noted.
(2) Except as otherwise indicated, we believe that the beneficial owners of common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.  Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.  Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for purposes of computing the percentage of any other person.
(3) Includes 400,000 shares of common stock held by The Ross Family Trust u/t/a dated December 1999; 14,040,761 shares of common stock held by JTR Investments, Limited; 282,113 shares of common stock; 1,672,105 shares of common stock issuable upon exercise of stock options expiring on dates ranging from 5/15/2016 through 12/15/2022; and 116,182 shares of common stock held by Pearl Ross.
(4) Comprises 606,589 shares of common stock owned by Vicki Jones's spouse, Tim Hutton.
(5) Our Chairman, President, CEO, and CFO, Julian T. Ross, has sole voting and dispositive power over the shares held by JTR Investments, Limited.
(6) Comprises 14,040,761 shares of common stock.
(7) Nancy Reed is the spouse of Don Reed (deceased), a former Director of us.
(8) Comprises 1,690,000 shares of common stock.
(9) Sinacola Commercial Properties, Ltd. Is our landlord. Michael Sinacola has sole voting and dispositive power over the shares held by Sinacola Commercial Properties, Ltd.
(10) Comprises 1,936,202 shares of common stock.

 

47
 

 

ITEM 13—CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

Related Party Transactions

 

A summary of the related party financings and notes payable to related parties as at December 31, 2014 is as follows:

 

   Shareholder advances 
Holder  Julian Ross(1)   Other 
Amount  $

154,850

   $- 
Stated interest rate   0%   0%
Maturity   n/a    n/a 

 

A summary of the related party financings and notes payable to related parties as at December 31, 2013 is as follows:

 

   Shareholder advances 
Holder  Julian Ross(1)   Other 
Amount  $

118,627

   $4,250 
Stated interest rate   0%   0%
Maturity   n/a    n/a 

 

(1)

Our CEO, Mr. Ross provided us cash and other consideration from time to time to fund working capital. The net amounts outstanding to Mr. Ross were $154,850 and $118,627 as at December 31, 2014 and December 31, 2013, respectively.

 

Director Independence

 

The Board of Directors does not currently comprise a majority of independent directors who are deemed to be independent under the definition of independence provided by NASDAQ Stock Market Rule 4200(a)(15). We are not required to maintain a majority of independent directors for OTCQB, where our common stock is currently quoted.

 

48
 

 

ITEM 14—PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Sadler Gibb & Associates, LLC (“Sadler Gibb”) was appointed by the Company to serve as its independent registered public accounting firm for fiscal years 2013 and 2014. Audit services provided by Sadler Gibb for 2013 and 2014 included the examination of the consolidated financial statements of the Company and services related to periodic filings during 2014 made with the SEC. 

  

Fees Paid To Independent Registered Public Accounting Firm

 

Audit Fees

 

Sadler Gibb’s fees for the annual audits of the Company’s fiscal years 2014 and 2013 financial statements and the quarterly reviews during fiscal year 2014, totaled $42,000 for 2014 and $42,000 for 2013.

 

Audit Related Fees

 

During fiscal year 2014, the Company has not paid Sadler Gibb for audit-related services. During fiscal year 2013, the Company has not paid Sadler Gibb for audit-related services.

 

Tax Fees

 

The Company has not paid Sadler Gibb for tax services in fiscal years 2014 and 2013.

 

All Other Fees

 

The Company has not paid Sadler Gibb any other fees in fiscal years 2014 and 2013.

 

Audit Committee Pre-Approval Policies

 

Before Sadler Gibb was engaged by the Company to render audit or non-audit services, Sadler Gibb was so approved and appointed by the Company’s Board of Directors. All services rendered by Sadler Gibb have been so approved.

 

49
 

 

PART IV

 

ITEM 15—EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(A)(1) The financial statements and information listed below are included in this report in Part II, Item 8.

 

● Reports of Independent Registered Public Accounting Firm.

 

● Balance Sheets as of December 31, 2014 and 2013.

 

● Statements of Operations for each of the two years ended December 31, 2014 and December 31, 2013.

 

● Statements of Stockholders’ Equity (Deficit) for each of the two years ended December 31, 2014 and December 31, 2013.

 

● Statements of Cash Flows for each of the two years ended December 31, 2014 and December 31, 2013.

 

● Notes to the Financial Statements.

 

(A)(2) No schedules have been included because they are not applicable or the required information is shown in our consolidated financial statements or our notes thereto.

 

(A)(3) The exhibits required by Item 601 of Regulation S-K are listed in the Exhibit Index immediately following the signature pages to this report.

 

50
 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  OXYSURE SYSTEMS, INC.
     
Date: March 31, 2015 By: /s/ Julian T. Ross
    Julian T. Ross
    Chief Executive Officer, President,
Secretary, and Director

 

51
 

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Julian T. Ross his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute(s), may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By: /s/ Julian T. Ross   March 31, 2015
  Julian T. Ross   Date
  Chief Executive Officer    
  President, Secretary, and Director    
  (Principal Executive Officer)    
  (Principal Accounting Officer)    
  (Principal Financial Officer)    
       
By:  *   March 31, 2015
  Vicki Jones    Date
  Director    
       
By:    *   March 31, 2015
  Jeremy M. Jones   Date
  Director    
       
By: /s/ Julian T. Ross    March 31, 2015
  Julian T. Ross, Attorney in Fact   Date
  for Jeremy M. Jones and Vicki Jones    

 

52
 

 

EXHIBIT INDEX

 

Exhibit
No.		   Description
     
3.1   Articles of Incorporation, dated January 14, 2004 (1)
     
3.2   Amendment to Articles of Incorporation, dated August 16, 2004 (1)
     
3.3   Amendment to Articles of Incorporation, dated April 7, 2009 (1)
     
3.4   Amendment to Articles of Incorporation, dated May 19, 2009 (1)
     
3.5   Amended and Restated Articles of Incorporation, dated July 7, 2009 (1)
     
3.6   Bylaws, dated January 15, 2004 (1)
     
3.7   Second Amended Certificate of Designations Series A Convertible Preferred Stock (1)
     
4.1   Form of Warrant, dated December 2008 (1)
     
4.2   Form of Subscription Agreement for Preferred Stock (March 2005) (1)
     
4.5   Form of Voting Stock Agreement (February 1, 2004) (1)
     
5.1   Opinion of Oswald & Yap LLP (1)
     
10.1   Initial Employment Agreement with Julian T. Ross, dated January 15, 2004 (As Amended July 19, 2004) (1)
     
10.1.1   Amendment to Initial Employment Agreement with Julian T. Ross, dated August 30, 2008 (1)
     
10.1.2   Second Employment Agreement with Julian T. Ross, dated January 15, 2009 (1)
     
10.1.3   Amendment to Second Employment Agreement with Julian T. Ross, dated January 15, 2009 (1)
     
10.1.4   Second Amendment to Second Employment Agreement with Julian T. Ross, dated January 15, 2009 (1)
     
10.1.5   As amended Second Employment Agreement with Julian T. Ross, dated January 15, 2009 (1)
     
10.1.6   Third Amendment to Second Employment Agreement with Julian T. Ross, dated January 15, 2010 (1)
     
10.1.7   As amended Second Employment Agreement with Julian T. Ross, dated January 15, 2010 (1)
     
10.1.8   Fourth Amendment to Second Employment Agreement with Julian T. Ross, dated January 15, 2010 (1)
     
10.1.9   As amended Second Employment Agreement with Julian T. Ross, dated January 15, 2010 (1)
     
10.1.10    Fifth Amendment to Second Employment Agreement with Julian T. Ross, dated January 15, 2010 (1)
     
10.1.11   As amended Second Employment Agreement with Julian T. Ross, dated January 15, 2010 (1)
     
10.2.1   Amended and Restated Performance Agreement with the Frisco Economic Development Corporation, dated March 22, 2011 (1)
     
10.2.2   Renewed and Extended Promissory Note with the Frisco Economic Development Corporation, dated March 22, 2011 (1)
     
10.2.3   Second Amended and Restated Performance Agreement with the Frisco Economic Development Corporation, dated May 22, 2014*
     
10.2.4   Second Renewed and Extended Promissory Note with the Frisco Economic Development Corporation, dated May 22, 2014*

 

53
 

 

10.3   5-Year Lease Agreement with Sinacola Commercial Properties, Limited, dated March 6, 2007 (1)
     
10.3.1   First Amendment to the 5-Year Lease Agreement with Sinacola Commercial Properties, Limited, dated August 24, 2007 (1)
     
10.3.2   Second Amendment to the 5-Year Lease Agreement with Sinacola Commercial Properties, Limited, dated November 24, 2008 (1)
     
10.3.3   Sinacola Commercial Properties, Ltd. Letter Agreement, dated March 23, 2011 (1)
     
10.3.4   Sinacola Commercial Properties, Ltd. Letter Agreement, dated August 15, 2011
     
10.3.5   Sinacola Commercial Properties, Ltd. lease amendment, dated December 31, 2013
     
10.3.6   Sinacola Commercial Properties, Ltd. Letter Agreement, dated December 31, 2013
     
10.4   Voting Stock Option Plan, dated February 1, 2004 (1)
     
10.4.1   Voting Stock Option Plan as Amended and Restated July 19, 2004 (1)
     
10.5   Form of Subcontractor Agreement and Assignment of Intellectual Property (1)
     
10.6   Department of Transportation Approval Letter, dated October 3, 2008 (1)
     
10.7   Master Lease Agreement with VenCore Solutions, LLC, dated October 26, 2006 (1)
     
10.7.1   Moratorium on Payment Agreement, Vencore Solutions, LLC dated March 4, 2011 (1)
     
10.7.2   Second Moratorium on Payment Agreement, Vencore Solutions, LLC dated July 9, 2012 (1)
     
10.7.3   First warrant issued to Vencore Solutions, LLC pursuant to Second Moratorium on Payment Agreement, dated July 9, 2012 (1)
     
10.7.4   Second warrant issued to Vencore Solutions, LLC pursuant to Second Moratorium on Payment Agreement, dated July 9, 2012 (1)
     
10.7.5   Third Moratorium on Payment Agreement, Vencore Solutions, LLC dated August 2, 2013
     
10.7.6   Extension of Third Moratorium on Payment Agreement, Vencore Solutions, LLC dated August 2, 2013

 

54
 

 

10.8   Neville Financing Lease Agreement, dated April 12, 2012 (1)
     
10.9   Sinacola Commercial Properties, Ltd. Letter Agreement, dated December 10, 2009 (1)
     
10.9.1   Sinacola Commercial Properties, Ltd. Extension of Maturity and Notice of Conversion dated May 3, 2012
     
10.10   Afritex License Agreement dated March 26, 2010 (1)
     
10.10.1   Amendment To License Agreement dated December 16, 2010 (1)
     
10.10.2   Modification of Agreement dated December 21, 2010 (1)
     
10.10.3   Second Modification of Agreement with Afritex Medical Products (Pty) Limited, dated March 25, 2011 (1)
     
10.11   Afritex Distribution Agreement dated March 26, 2010 (1)
     
10.12   Federal Supply Schedule Contract V797P-4153b effective November 15, 2008 through November 14, 2013 (1)
     
10.13   Form of Distribution Agreement (1)
     
10.14   Letter Agreement with Sinacola Commercial Properties, Ltd. dated December 15, 2010 (1)
     
10.15   Promissory Note with Sinacola Commercial Properties, Ltd. dated December 31, 2010 (1)
     
10.16   Second Promissory Note with Sinacola Commercial Properties, Ltd. dated December 31, 2010 (1)
     
10.17   Stock Purchase Warrant with Sinacola Commercial Properties, Ltd. dated December 31, 2010 (1)
     
10.18   Sinacola Commercial Properties, Ltd. Letter Agreement, dated March 23, 2011 (1)
     
10.19   Second Modification of Agreement with Afritex Medical Products (Pty) Limited, dated March 25, 2011 (1)
     
10.20   Hagerman agreement dated October 8, 2012
     
10.21   Wall Street Buy Sell Hold Consulting Agreement dated October 22, 2012

 

55
 

 

10.22   Wall Street Buy Sell Hold Consulting Agreement dated March 11, 2013
     
10.23   Certificate of Designation of Series B Convertible Preferred Stock, dated December 20, 2013
     
10.23.1   Amended Certificate of Designation of Series B Convertible Preferred Stock, dated December 23, 2014*
     
10.24   Alpha Capital Anstalt et al, Securities Purchase Agreement dated December 26, 2013
     
10.25   Alpha Capital Anstalt et al, form of warrant issued pursuant to Securities Purchase Agreement dated December 26, 2013
     
10.26   Alpha Capital Anstalt et al, Securities Purchase Agreement dated December 29, 2014*
     
10.27   Alpha Capital Anstalt et al, form of warrant issued pursuant to Securities Purchase Agreement dated December 29, 2014*
     
10.28   PP Aviation Corporation, Teaming Agreement 1 dated March 25, 2013
     
10.28.1   PP Aviation Corporation, Teaming Agreement 1 dated March 25, 2013, Contract 1
     
10.28.2   PP Aviation Corporation, Teaming Agreement 2 dated December 19, 2013
     
10.29   Distribution agreement with Ajad Medical dated September 4, 2014*
     
14.1   Code of Ethics (1)
     
14.1.1   As amended Code of Ethics dated January 14, 3013
     
23.1   Consent of Oswald & Yap LLP (included in it opinion set forth in Exhibit 5 hereto) (1)
     
23.2   Consent of Sadler Gibb & Associates, LLC, Independent Registered Public Accounting Firm*
     
31.1   Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
     
31.2   Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
     
32   Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350*
     
99.1   Form of Subscription Agreement (1)

 

(1) Incorporated by reference to the registrant’s registration statement on Form S-1, File no. 333-159402, filed on May 21, 2009, as amended.
* Filed herewith.

 

 

 56

 

 

 EX-10.2.3 2 f10k2014ex10ii3_oxysure.htm SECOND AMENDED AND RESTATED AGREEMENT

Exhibit 10.2.3

 

SECOND AMENDED AND RESTATED

PERFORMANCE AGREEMENT

Between

FRISCO ECONOMIC DEVELOPMENT CORPORATION

And

OXYSURE SYSTEMS, INCORPORATED

 

This Second Amended and Restated Performance Agreement (the “Agreement”) is made and entered into by and between the Frisco Economic Development Corporation, (the “FEDC”), a Texas corporation organized and existing under Chapter 501 and 504 of the Texas Local Government Code, known as the Development Corporation Act, as amended from time to time (the “Act”) and OxySure Systems, Incorporated, a Delaware corporation (the “COMPANY”).

 

RECITALS

 

WHEREAS, COMPANY has previously entered into that certain Performance Agreement dated April 3, 2007, by the terms of which the COMPANY executed and delivered to the FEDC a Promissory Note in the principal amount of $243,000.00 dated April 3, 2007 (the “Loan”), wherein the FEDC agreed to provide economic assistance in the form of a loan for the construction of improvements related to COMPANY’s expansion of its corporate headquarters (the “Improvements”); and

 

WHEREAS, COMPANY has previously entered into that certain Amended and Restated Performance Agreement dated March 22, 2011, by the terms of which the COMPANY executed and delivered to the FEDC a Renewed and Extended Promissory Note dated March 22, 2011 which renewed and extended the balance of $213,000 owed on the Loan; and

 

WHEREAS, the Loan was fully funded by the FEDC, the proceeds of which were used to construct the Improvements. The COMPANY was entitled to receive economic incentives in the form of credits against the balance of the Promissory Note if the performance criteria were satisfied; and

 

WHEREAS, the COMPANY satisfied a portion of the performance criteria to earn the economic incentives, resulting in a credit of $95,000.00 against the Loan, leaving a balance thereof of $148,000.00; and

 

WHEREAS, the parties have agreed to amend and restate the Performance Agreement to revise the economic incentives and performance criteria, and renew and extend the terms of the Loan; and

 

WHEREAS, FEDC has agreed to provide an economic incentive in the form of a renewal and extension of the Loan, the re-payment of which may be forgiven, provided the COMPANY shall meet certain performance requirements as specified herein; and

 

 

PERFORMANCE AGREEMENT – Page 1 of 12

 

 
 

 

WHEREAS, the Project will create “primary jobs”, as that term is defined in the Act, being a job available at a company for which a majority of the products or services of the company are ultimately exported to regional, statewide, national or international markets; and

 

WHEREAS, primary jobs created by the Project falls within the North American Industry Classification System (NAICS) Sector No. 551; and

 

WHEREAS, the FEDC has determined that it is in the best interest of the public and the City and promotes the purposes authorized by the voters of the City of Frisco for which the FEDC was established to encourage the development and use of industrial and business properties within the City; and

 

WHEREAS, the FEDC is willing to provide the Company with economic assistance hereinafter set forth on the terms and subject to the conditions as stated herein and Company is willing to accept the same subject to all terms and conditions contained in this Agreement.

 

NOW, THEREFORE, for and in consideration of the promises, covenants and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, the FEDC and Company agree as follows:

 

  I. Economic Assistance. Subject to the terms of this Agreement, the FEDC will provide COMPANY economic assistance in the form of the renewal and extension of the forgivable loan together with performance credits. The performance credits will be credited against the balance of the Loan according to the criteria set forth herein. COMPANY shall provide documentation in a format acceptable to the FEDC of compliance with the performance requirements as defined below:

 

  A. Loan – FEDC shall provide COMPANY economic assistance in the form of a renewal and extension of the balance owing on the Loan. The renewal and extension of the Loan shall be evidenced by a promissory note, in the form attached hereto as Exhibit “A” (the “Note”), to be executed by COMPANY and payable to the FEDC, bearing no interest, payable as set forth therein;

 

  B. Lease Agreement – COMPANY shall enter into a lease agreement (the “Lease”) whereby COMPANY shall lease not less than 16,200 rentable square feet of space in the City for a period not less than sixty (60) months.

 

  C. Performance Credits – COMPANY shall receive performance credits in the form of a loan forgiveness (the “Economic Incentive”) for a portion of its obligations under the Loan over the term of the Loan as set forth in the schedule below.

PERFORMANCE AGREEMENT – Page 2 of 12

 

 
 

 

  D. Performance Requirements for Advance of the Loan Proceeds:

 

  (a) COMPANY shall execute and deliver to the FEDC the Note; and

 

(b)COMPANY shall execute the Lease and shall provide an executed copy to the FEDC.

 

  II. Performance Requirements for Economic Incentives:

 

Upon the COMPANY providing documentation reasonably satisfactory to the FEDC that it has met the qualifications, conditions, and requirements set forth below (the “Performance Requirements”), the COMPANY shall receive the following Economic Incentives:

 

A.Economic Incentive and Performance Requirements Schedule:

  

Economic Incentive
Number		   Full-Time Employees   Square Feet Occupied   Business
Personal
Property
Value Value		   Community Product Donation Program Value   Maximum
Economic
Loan Forgiveness		   Total Maximum
Economic
Loan Forgiveness		   Economic
Incentive
Eligibility
Period
 1    14    16,200   $125,000   $12,000   $26,000   $26,000   Dec. 1, 2011
 2    27    16,200        $12,000   $39,000   $65,000   Dec. 1, 2012
 3    25    16,200             $44,000   $109,000   June 1, 2014
 4    32    16,200             $52,000   $161,000   Dec. 31, 2014
 5    40    16,200             $52,000   $213,000   Dec. 31, 2015

  

B.Requirements for each Economic Incentive:

 

1.An Economic Incentive in the amount of $26,000.00 shall be provided to COMPANY in the form of forgiveness of a portion of the Loan in the amount of $26,000.00 upon completion of the following Performance Requirements for Incentive No. 1:

 

  (a) Documentation of an executed Lease for at least 16,200 rentable square feet of office space in the City for a term of not less than sixty (60) months on or before December 1, 2011; and

 

  (b) Documentation of taxable business and personal property in the City with a taxable value of at least One Hundred Twenty-Five Thousand Dollars ($125,000.00); and

 

 

PERFORMANCE AGREEMENT – Page 3 of 12

 

 
 

 

  (c) Documentation that the COMPANY has created, staffed and maintained employment of at least fourteen (14) full-time employees in the City on or before December 1, 2011; and

  

  (d) Documentation that the COMPANY has donated and installed three (3) AED/OxySure combination -packs to include Physio-Control Lifepak CR Plus (Automatic) AEDs, including wall brackets and wall signs, and OxySure device units, including wallboxes, signs, replacement cartridges and ancillary items or costs, valued at approximately Ten Thousand Dollars ($10,000.00), in public facilities as directed by the City; and

 

  (e) Documentation that the COMPANY has donated and installed two (2) OxySure device units, including wallboxes, signs, replacement cartridges and ancillary items or costs, valued at approximately One Thousand Eight Hundred Dollars ($2,000.00), in public facilities as directed by the City’s facilities manager; and

 

  (f) Submit Performance Documentation must as required in Article V, General Provisions, b.

 

The COMPANY has previously satisfied this Economic Incentive.

 

  2. An Economic Incentive in the amount of $39,000.00 shall be provided to COMPANY in the form of forgiveness of a portion of the Loan in the amount of $39,000.00 upon completion of the following Performance Requirements for Incentive No. 2:

 

  (a) Documentation of continuous occupancy of leased office space of at least 16,200 rentable square feet of office space in the City; and

 

  (b) Documentation that the COMPANY has created, staffed and maintained an employment of at least twenty-seven (27) full-time employees in the City on or before December 1, 2012; and

 

  (c) Documentation that the COMPANY has donated and installed an additional three (3) AED/OxySure combination -packs to include Physio-Control Lifepak CR Plus (Automatic) AEDs, including wall brackets and wall signs, and OxySure device units, including wallboxes, signs, replacement cartridges and ancillary items or costs, valued at approximately Ten Thousand Dollars ($10,000.00), in public facilities as directed by the City; and

 

 

PERFORMANCE AGREEMENT – Page 4 of 12

 

 
 

 

  (d) Documentation that the COMPANY has donated and installed an additional two (2) OxySure device units, including wallboxes, signs, replacement cartridges and ancillary items or costs, valued at approximately One Thousand Eight Hundred Dollars ($2,000.00), in public facilities as directed by the City’s facilities manager; and

 

  (e) Submit Performance Documentation must as required in Article V, General Provisions, b.

 

The COMPANY has previously satisfied this Economic Incentive.

 

  3. An Economic Incentive shall be provided to COMPANY in the form of forgiveness of a portion of the Loan up to the amount of $44,000.00 upon completion of the following Performance Requirements for Incentive No. 3:

 

  (a) Documentation of continuous occupancy of leased office space of at least 16,200 rentable square feet of office space; and

 

  (b) Documentation that the COMPANY has created, staffed and maintained an employment of at least twenty-five (25) full-time employees in the City on or before June 1, 2014; and

 

  (c) Submit Performance Documentation must as required in Article V, General Provisions, b.

 

  4. An Economic Incentive shall be provided to COMPANY in the form of forgiveness of a portion of the Loan up to the amount of $52,000.00 upon completion of the following Performance Requirements for Incentive No. 4:

 

  (a) Documentation of continuous occupancy of leased office space of at least 16,200 rentable square feet of space; and

 

  (b) Documentation that the COMPANY has created, staffed and maintained an employment of at least thirty-two (32) full-time employees in the City on or before December 31, 2014; and

 

  (c) Submit Performance Documentation must as required in Article V, General Provisions, b.

 

  5. An Economic Incentive shall be provided to COMPANY in the form of forgiveness of a portion of the Loan up to the amount of $52,000.00 upon completion of the following Performance Requirements for Incentive No. 5:

 

  (a) Documentation of continuous occupancy of leased office space of at least 16,200 rentable square feet of space; and

 

  (b) Documentation that the COMPANY has created, staffed and maintained an employment of at least forty (40) full-time employees in the City on or before December 31, 2015; and

 

 

PERFORMANCE AGREEMENT – Page 5 of 12

 

 
 

 

  (c) Submit Performance Documentation must as required in Article V, General Provisions, b.

 

For the purposes of this Agreement, “rentable square feet” is defined as the actual square footage in the premises that is leased by the Company.

 

For purposes of this Agreement, occupancy shall be deemed to be “continuous” if the occupancy isn’t abandoned (with evidence thereof) and fixtures are not removed from the property for a period of longer than ninety (90) days, except that vacation of the premises due to acts of God, war, weather, or terrorism shall not be deemed to be abandonments of the premises.

 

For the purposes of this Agreement, “Business Personal Property” refers to furniture, fixtures, equipment, machinery, merchandise, materials, and all other personal property owned and/or leased by the Company and used in the Company’s business which is taxable as determined by the appropriate County Appraisal District.

 

For the purposes of this Agreement, a “full-time employee” is defined as an employee hired to work a minimum of Two Thousand Eighty (2,080) hours of work over a twelve (12) month term [forty (40) hours per week], including allowance for vacation and sick leave, with full company benefits and employed exclusively and on-site at the Company’s Project in the City of Frisco, Texas. Part-time employees whether permanent or temporary, transient or contract employees shall NOT be included in determining the Company’s total number of “full-time” employees.

 

III.Forgiveness and Recapture of Economic Incentives.

 

  1) To qualify for Economic Incentive No. 3, the Company is required to employ a total of 25 full-time jobs by June 1, 2014. In the event the Company fails to achieve this number by the date specified, the Company will receive credit toward the Maximum Economic Loan Forgiveness at a value of $1,760 per job achieved. The Company agrees to pay the FEDC the balance of the payment due under the Loan at that date. Such sum shall be payable by the Company to the FEDC within thirty (30) days of the required date and verified by employee rosters and certificates of compliance submitted to the FEDC for review within 10 days following June 1, 2014.

 

  2) To qualify for Economic Incentive No. 4, the Company is required to employ a total of 32 full-time jobs by December 31, 2014.  In the event the Company fails to achieve this number by the date specified, the Company will receive credit toward the Maximum Economic Loan Forgiveness at a value of $1,625 per job achieved. The Company agrees to pay the FEDC the balance of the payment due under the Loan at that date. Such sum shall be payable by the Company to the FEDC within thirty (30) days of the required date and verified by employee rosters and certificates of compliance submitted to the FEDC for review within 10 days following December 31, 2014.

 

 

PERFORMANCE AGREEMENT – Page 6 of 12

 

 
 

  

  3) To qualify for Economic Incentive No. 5, the Company is required to employ a total of 40 full-time jobs by December 31, 2015.  In the event the Company fails to achieve this number by the date specified, the Company will receive credit toward the Maximum Economic Loan Forgiveness at a value of $1,300 per job achieved. The Company agrees to pay the FEDC the balance of the payment due under the Loan at that date. Such sum shall be payable by the Company to the FEDC within thirty (30) days of the required date and verified by employee rosters and certificates of compliance submitted to the FEDC for review within 10 days following December 31, 2015.

 

  IV. FEDC Loan Forgiveness of Promissory Note. Upon the FEDC’s receipt of the COMPANY’s performance documentation for each Economic Incentive, the FEDC Economic Incentive in the form of a Loan forgiveness will be forgiven in approximately forty-five (45) days, subject to verification by the FEDC that the COMPANY has met the Performance Requirements as specified in the Agreement for the applicable Economic Incentive.

 

V.General Provisions.

 

  a. Term of the Agreement. The term of this Agreement shall begin on the date of execution by the FEDC and will expire the earlier of (i) the full payment of the Economic Incentives, or (ii) on March 31, 2016, or as otherwise provided within this Agreement.

 

  b. Submittal of Performance Documentation. Certificates of Compliance (Exhibit “B”) and supporting documents must be submitted in a format acceptable to the FEDC not more than thirty (30) days from the Expiration Date for each Economic Incentive.

 

  c. Verification and Compliance. The Company will certify and provide, to the extent necessary, Company records, documents, agreements, construction contracts both at the prime and sub-contractor level, and other instruments in furtherance of the following purposes:  (i) to insure Company’s compliance with the affirmative covenants as set forth within the Performance Agreement; (ii) to determine the existence of an Event of Default; (iii) to insure compliance with any terms or conditions set forth in the Agreement or related documents.  Company will provide reports certifying the status of compliance, new jobs created, new investments, sales/use taxes paid to any/all vendors or directly to the Texas Comptroller of Public Accounts and any other relevant information until the termination of the Agreement.  Documentation for jobs may be in the form of quarterly IRS 941 returns, Texas Workforce Commission Quarterly Unemployment Summary, or employee rosters that show the hours of work and the position filled and such other reports as may reasonably be required.   Documentation for taxable real or business personal property may include the Company providing their Property Value Information Certification form from the “appropriate” County Appraisal District for the City of Frisco, Texas.  Documentation for sales/use tax payments may be copies of sales/use tax returns and/or vendor billings and payments.

 

 

PERFORMANCE AGREEMENT – Page 7 of 12

 

 
 

 

  d. Non-Attainment of Performance Requirements. In the event the Company does not meet or exceed the Performance Requirements as specified in Section II, the FEDC Economic Incentive will be either voided or reduced at the sole discretion of the FEDC Board of Directors. After the expiration date of an Eligibility Period, the Company will not be eligible to receive any portion of an Economic Incentive. Regardless of Company’s failure to meet the Performance Requirements for a specific Economic Incentive, this agreement shall still be in effect and the Company shall still have the ability to earn the remaining Economic Incentives due hereunder.

 

  e. Employee Hiring, Materials and Supplies Purchase. Although not an event of default or a condition to this Agreement, FEDC requests that the Company satisfies its need for all additional employees from Frisco residents and purchase all materials, supplies and services necessary to affect the occupancy of the leased office space from Frisco merchants and businesses. The Company will use reasonable efforts to place Company-managed hotel room nights, related to the Company’s business, at hotel facilities located in the City whenever practicable.

 

  f. Community Involvement. Although not an event of default or condition of any advance hereunder, the Company agrees to actively participate in community and charitable organizations and/or activities, the purpose of which are to improve the quality of life in the City of Frisco, Texas, and to actively encourage its employees to be involved in such organizations and/or activities.

 

  g. Non-Payment of Economic Incentives. Notwithstanding anything herein to the contrary, FEDC shall have no obligation to pay any of the Economic Incentives if the Company becomes insolvent, makes false statements, fails to pay municipal payments or files suit against the City and/or the FEDC, or otherwise defaults under the terms of this Agreement.

 

  h. Notification Obligations. The Company shall notify the FEDC in writing of any material changes in the Company ownership or management within thirty (30) days of any such change.

 

 

PERFORMANCE AGREEMENT – Page 8 of 12

 

 
 

 

  i. Termination of Economic Assistance. This Agreement may be terminated by mutual written consent of the parties or by either party, upon the failure of the other party to fulfill an obligation as set forth in this Agreement. Regardless of Company’s level of attainment of the Performance Requirements as set forth in this Agreement, the FEDC’s obligation to pay a portion or all of the Economic Incentives to the Company will expire thirty (30) days following the Eligibility Period of the last Economic Incentive, except in the event that the Company has fully complied with the Performance Requirements for such unpaid Economic Incentives, including reasonable compliance with the documentation requirements set forth herein.

 

  VI. Miscellaneous.

 

  A. This Agreement shall inure to the benefit of the parties hereto and shall not be assignable by COMPANY without the prior written consent of the FEDC, which consent may be withheld by the FEDC in its sole and absolute discretion.

 

  B. This Agreement shall be construed according to the laws of the State of Texas and is subject to all provisions of the Act, which are incorporated herein by reference for all purposes. In the event any provision of the Agreement is in conflict with the Act, the Act shall prevail.

 

  C. This Agreement contains the entire agreement of the parties regarding the within subject matter and may only be amended or revoked by the written agreement executed by all of the parties hereto.

 

  D. This Agreement shall be governed by the laws of the State of Texas and is specifically performable in Collin County, Texas.

 

  E. Any notice required or permitted to be given under this agreement shall be deemed delivered by depositing the same in the United States mail, certified with return receipt requested, postage prepaid, addressed to the appropriate party at the following addresses, or at such other address as any part hereto might specify in writing:

 

FEDC:James L. Gandy, CEcD, CCIM, President

Frisco Economic Development Corporation

6801 Gaylord Parkway, Suite 400

Frisco, Texas 75034

 

With copy to:Abernathy, Roeder, Boyd and Joplin, P.C.

1700 Redbud Blvd., Suite 300

McKinney, Texas 75069

Attention: Mr. G. Randal Hullett

  

 

PERFORMANCE AGREEMENT – Page 9 of 12

 

 
 

 

COMPANY:OXYSURE SYSTEMS, INCORPORATED

Attn: Julian Ross

10880 John W. Elliott Drive, Suite 600

Frisco, Texas 75033

 

With copy to:Attn: Ms. Andrea Almeida

Horzepa, Spiegel & Associates, PC

802 Lovett Boulevard

Houston, Texas 77006

 

By the execution hereof, each signatory hereto represents and affirms that he is acting on behalf of the party indicated, that such party has taken all action necessary to authorize the execution and delivery of the Agreement and that the same is a binding obligation on such party.

 

If not fully executed, this Agreement shall expire and become null and void thirty (30) days from approval by the FEDC.

 

FEDC BOARD APPROVED this _______ day of ________________, 2014.

 

  FEDC:    
       
  FRISCO ECONOMIC DEVELOPMENT CORPORATION  
       
  By:    
    James L. Gandy, President  
       
  Dated:     
       
  COMPANY:  
       
  OXYSURE SYSTEMS, INCORPORATED,  
  a Delaware Corporation  
       
  By:    
    Julian Ross, President  
       
  Dated:    

 

 

PERFORMANCE AGREEMENT – Page 10 of 12

 

 
 

 

Exhibit A

 

(Promissory Note)

 

 

 

PERFORMANCE AGREEMENT – Page 11 of 12

 

 
 

 

Exhibit B

 

(Certificates of Compliance)

 

 

 

PERFORMANCE AGREEMENT – Page 12 of 12

 

 

 

 

 

 

 

 

 EX-10.2.4 3 f10k2014ex10ii4_oxysure.htm SECOND RENEWED AND EXTENDED PROMISSORY NOTE

Exhibit 10.2.4

 

RENEWED AND EXTENDED PROMISSORY NOTE

 

$148,000.00 Frisco, Texas May 22, 2014

 

FOR VALUE RECEIVED, OXYSURE SYSTEMS, INCORPORATED, a Delaware corporation (hereinafter called "Maker"), promises to pay to the order of FRISCO ECONOMIC DEVELOPMENT CORPORATION, a Texas corporation (hereinafter sometimes called "Holder"), at 6801 Gaylord Parkway, Ste. 400, Frisco, TX 75034, or at such place as the Holder may from time to time designate in writing, the sum of ONE HUNDRED FORTY-EIGHT THOUSAND AND NO/1OO DOLLARS ($148,000.00) (the “Loan”), in legal and lawful money of the United States of America.

 

The Loan is subject to the terms and conditions of that one certain Second Amended and Restated Performance Agreement between Holder and Maker dated ________________, 2014 (the “Performance Agreement”).

 

Interest Rate: The unpaid principal of this Note shall accrue interest from the date of advancement until maturity at the rate of 0.00% per annum. At maturity, or in the event of default, interest shall accrue at the default interest rate (hereinafter defined).

 

Terms of Payment: Principal and interest shall be due and payable as follows:

 

1.Forty-four Thousand Dollars and No/100s ($44,000.00) on or before the expiration date to complete the Performance Requirements for Incentive No. 3 as set forth in the Performance Agreement;

 

2.Fifty-two Thousand Dollars and No/100s ($52,000.00) on or before the expiration date to complete the Performance Requirements for Incentive No. 4 as set forth in the Performance Agreement; and

 

3.Fifty-two Thousand Dollars and No/100s ($52,000.00) on or before the expiration date to complete the Performance Requirements for Incentive No. 5 as set forth in the Performance Agreement.

 

 
 

 

Default Interest Rate: Any principal and/or interest amount not paid when due shall bear interest at the rate of eighteen percent (18%) per annum. In no event shall the interest rate and related charges either before or after maturity be greater than permitted by law.

 

“Default” is defined herein as:

 

(1)Default in the payment of any installment of principal or interest due hereunder, unless such payment of any installment has been forgiven pursuant to the terms and conditions set forth in that certain Performance Agreement executed by and between Maker and Holder;

 

(2)Default in the performance of any of the covenants or provisions of the Performance Agreement, as amended and restated;

 

(3)The liquidation, termination, or dissolution of any of the undersigned;

 

(4)The bankruptcy or insolvency of, the assignment for the benefit of creditors by, or the appointment of a receiver for any property of, or the issuance of a writ of garnishment against Holder requesting a garnishment of all indebtedness which Holder owes to any party liable for the payment of this Note, whether as Maker, endorser, guarantor, surety or otherwise;

 

The undersigned and all other parties now or hereafter liable for the payment hereof, whether as endorser, guarantor, surety, or otherwise, severally waive all notices of any kind whatsoever, including, but not limited to, demand, presentment, notice of dishonor, diligence in collecting, grace, notice, protest, notice of intent to accelerate the maturity, notice of acceleration, and consent to all renewals and extensions which from time to time may be granted by the Holder hereof and to all partial payments hereon, whether before or after maturity.

 

If this Note is not paid when due, or if it is collected through a bankruptcy, probate, or other court, the undersigned agree to pay reasonable attorneys' fees, together with all actual expenses of collection and litigation and costs of court incurred by the Holder hereof.

 

This Note has been executed and delivered in, and shall be construed in accordance with, and governed by, the laws of the State of Texas. Venue for any action on this Note shall be in Collin County, Texas.

 

All agreements between the undersigned and the Holder hereof whether now existing or hereafter arising and whether written or oral are hereby expressly limited so that in no contingency or event whatsoever, shall the amount paid, or agreed to be paid, to the Holder hereof for the use, forbearance, or detention of the money to be loaned hereunder or otherwise or for the payment or performance of any covenant or obligations contained herein or in any other document evidencing, or pertaining to the indebtedness evidenced hereby, exceed the maximum amount permissible under applicable law. If from any circumstances whatsoever, fulfillment of any provision hereof or other document at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstances the Holder hereof should ever receive an amount deemed to be interest by applicable law which shall exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal amount owing hereunder or to the reduction of any other principal indebtedness of the undersigned to the Holder hereof, and not to the payment of interest or if such excessive interest exceeds the unpaid balance of principal hereof and such other indebtedness, the excess shall be refunded to the undersigned. All sums paid or agreed to be paid by the undersigned for the use, forbearance, or detention of the indebtedness of the undersigned to the Holder hereof shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of such indebtedness until payment in full so that the actual rate of interest on account of such indebtedness is uniform throughout the full stated term hereof. The terms and provisions of this paragraph shall control and supersede every other provision of all agreements between the undersigned and the Holder hereof.

 

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The Note renews and extends the balance of $148,000.00 that Maker owes on a prior note in the original principal amount of $243,000.00, which is dated April 3, 2007, as renewed and extended in the principal amount of $213,000 on March 22, 2011, executed by OxySure Systems, Inc., a Delaware corporation, and payable to the order of the Frisco Economic Development Corporation, a Texas corporation.

 

Dated to be effective ________________, 2014.

 

  OXYSURE SYSTEMS, INCORPORATED, a 
  Delaware corporation
     
  By:   
    Julian Ross, President

  

 

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 EX-10.23.1 4 f10k2014ex10xxiii1_oxysure.htm AMENDMENT CERTIFICATE OF DESIGNATION

Exhibit 10.23.1

 

Oxysure Systems, Inc.

 

AMENDED CERTIFICATE OF DESIGNATION OF PREFERENCES,

RIGHTS AND LIMITATIONS

OF

SERIES B CONVERTIBLE PREFERRED STOCK

 

PURSUANT TO SECTION 151 OF THE

Delaware GENERAL CORPORATION LAW

 

The undersigned, Julian T. Ross, Chief Executive Officer, does hereby certify that:

 

1. He is the Chief Executive Officer of Oxysure Systems, Inc., a Delaware corporation (the “Corporation”).

 

2. The Corporation is authorized to issue up to twenty five million (25,000,000) shares of preferred stock, of which 643,750 shares of Series A Preferred Stock, and 620 Series B Preferred Stock are presently issued and outstanding.

 

3. The following resolutions were duly adopted by the board of directors of the Corporation (the “Board of Directors”):

 

WHEREAS, the certificate of incorporation of the Corporation provides for a class of its authorized stock known as preferred stock, consisting of 25,000,000 shares, $0.0005 par value per share, issuable from time to time in one or more series;

 

WHEREAS, the Board of Directors is authorized to fix the dividend rights, dividend rate, voting rights, conversion rights, rights and terms of redemption and liquidation preferences of any wholly unissued series of preferred stock and the number of shares constituting any series and the designation thereof, of any of them; and

 

WHEREAS, it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions and other matters relating to a series of the preferred stock, which shall consist of, except as otherwise set forth in the Purchase Agreement, up to 3,500 shares of the preferred stock which the Corporation has the authority to issue, as follows:

 

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issuance of a series of preferred stock for cash or exchange of other securities, rights or property and does hereby fix and determine the rights, preferences, restrictions and other matters relating to such series of preferred stock as follows:

 

TERMS OF PREFERRED STOCK

 

Section 1. Definitions. For the purposes hereof, the following terms shall have the following meanings:

 

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 of the Securities Act.

 

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“Alternate Consideration” shall have the meaning set forth in Section 7(e).

 

“Bankruptcy Event” means any of the following events: (a) the Corporation or any Significant Subsidiary (as such term is defined in Rule 1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction relating to the Corporation or any Significant Subsidiary thereof, (b) there is commenced against the Corporation or any Significant Subsidiary thereof any such case or proceeding that is not dismissed within 60 days after commencement, (c) the Corporation or any Significant Subsidiary thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) the Corporation or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or stayed within 60 calendar days after such appointment, (e) the Corporation or any Significant Subsidiary thereof makes a general assignment for the benefit of creditors, (f) the Corporation or any Significant Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts, or (g) the Corporation or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the foregoing.

 

“Beneficial Ownership Limitation” shall have the meaning set forth in Section 6(d).

 

“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

 

“Buy-In” shall have the meaning set forth in Section 6(c)(iv).

 

“Closing” means the closing of the purchase and sale of the Securities pursuant to Section 2.1 of the Purchase Agreement.

 

“Closing Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto and all conditions precedent to (i) each Holder’s obligations to pay the Subscription Amount and (ii) the Corporation’s obligations to deliver the Securities have been satisfied or waived.

 

“Commission” means the United States Securities and Exchange Commission.

 

“Common Stock” means the Corporation’s common stock, par value $0.0004 per share, and stock of any other class of securities into which such securities may hereafter be reclassified or changed.

 

“Common Stock Equivalents” means any securities of the Corporation or the Subsidiaries including without limitation the Corporation’s Series A Preferred Stock, Series B Preferred Stock and any other class of preferred stock other than the Preferred Stock which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

 

“Conversion Amount” means the sum of the Stated Value at issue.

 

“Conversion Date” shall have the meaning set forth in Section 6(a).

 

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“Conversion Price” shall have the meaning set forth in Section 6(b).

 

“Conversion Shares” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.

 

“Dividend Conversion Price” shall have the meaning set forth in Section 3(a).

 

“Dividend Conversion Shares” shall have the meaning set forth in Section 3(d).

 

“Dividend Notice Period” shall have the meaning set forth in Section 3(a).

 

“Dividend Payment Date” shall have the meaning set forth in Section 3(a).

 

“Dividend Share Amount” shall have the meaning set forth in Section 3(a).

 

“Effective Date” means the earliest of the date that (a) a registration statement has been declared effective by the Commission, registering for public resale by the Holders thereof, of all of the Conversions Shares and Dividend Conversion Shares, or (b) all of the Conversion and Dividend Conversion Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 and without volume or manner-of-sale restrictions and Company counsel has delivered to the Transfer Agent and Holders a standing written unqualified opinion that resales may then be made by Holders of the Conversion Shares and Dividend Conversion Shares pursuant to such exemption which opinion shall be in form and substance reasonably acceptable to such holders.

 

“Equity Conditions” means, during the period in question, (a) the Corporation shall have duly honored all conversions scheduled to occur or occurring by virtue of one or more Notices of Conversion of the applicable Holder on or prior to the dates so requested or required, if any, (b) the Corporation shall have paid all liquidated damages and other amounts owing to the applicable Holder in respect of the Preferred Stock, (c) all of the Conversion Shares issuable pursuant to the Transaction Documents (and shares issuable in lieu of cash payments of dividends) may be resold pursuant to Rule 144 without volume or manner-of-sale restrictions or current public information requirements as determined by the counsel to the Corporation as set forth in a written opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders, (d) the Common Stock is trading on a Trading Market and all of the shares issuable pursuant to the Transaction Documents are listed or quoted for trading on such Trading Market (and the Corporation believes, in good faith, that trading of the Common Stock on a Trading Market will continue uninterrupted for the foreseeable future), (e) there is a sufficient number of authorized, but unissued and otherwise unreserved, shares of Common Stock for the issuance of all of the shares then issuable pursuant to the Transaction Documents, (f) there is no existing Triggering Event and no existing event which, with the passage of time or the giving of notice, would constitute a Triggering Event, (g) the issuance of the shares in question to the applicable Holder would not violate the limitations set forth in Section 6(d) herein, (h) there has been no public announcement of a pending or proposed Fundamental Transaction that has not been consummated, and (i) the applicable Holder is not in possession of any information provided by the Corporation that constitutes, or may constitute, material non-public information.

 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

 

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“Exempt Issuance” means the issuance of (a) shares of Common Stock and options to officers, employees, consultants, or directors of the Company prior to and after the Original Issue Date in the amounts and on the terms set forth on Schedule 4.13 to the Purchase Agreement, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder, including shares paid as dividends on the Preferred Stock pursuant to Section 3(a) of this Certificate of Designation (subject to adjustment for forward and reverse stock splits and the like that occur after the date hereof) and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the Original Issue Date, provided that such securities and any term thereof have not been amended since the Original Issue Date of this Agreement to increase the number of such securities or to decrease the issue price, exercise price, exchange price or conversion price of such securities and which securities and the principal terms thereof are set forth on Schedule 3.1(g) to the Purchase Agreement, and described in the SEC Reports filed not later than ten (10) days before the Original Issue Date, (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall be intended to provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or with an entity whose primary business is investing in securities, and (d) securities issued or issuable pursuant to the Purchase Agreement, this Certificate of Designation or the Warrants, including, without limitation, Section 4.17 of the Purchase Agreement, or upon exercise or conversion or any such securities.

 

“Fundamental Transaction” means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d 5(b)(1) promulgated under the Exchange Act), other than a legal entity majority owned by, or a group wholly consisting of, officers and directors of the Corporation and their Affiliates, of effective control (whether through legal or beneficial ownership of capital stock of the Corporation, by contract or otherwise) of in excess of 50% of the voting securities of the Corporation (other than by means of conversion or exercise of Preferred Stock and the Securities issued together with the Preferred Stock), (b) the Corporation merges into or consolidates with any other Person, or any Person merges into or consolidates with the Corporation and, after giving effect to such transaction, the stockholders of the Corporation immediately prior to such transaction own less than 50% of the aggregate voting power of the Corporation or the successor entity of such transaction, (c) the Corporation, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (d) a replacement at one time or within a one year period of more than one half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the Original Issue Date), (e) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Corporation or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (f) the Corporation, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (g) the execution by the Corporation of an agreement to which the Corporation is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (f) above.

 

“GAAP” means United States generally accepted accounting principles.

 

4
 

 

“Holder” shall have the meaning given such term in Section 2.

 

“Indebtedness” means (a) any liabilities for borrowed money or amounts owed in excess of $200,000 other than debt financing from a licensed United States bank regularly engaged in such lending activity, and (b) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Corporation’s balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, but in all cases excluding trade accounts payable incurred by the Company and its Subsidiaries in the ordinary course of business.

 

“Initial Series B Preferred Shares” means the Series B Preferred Stock issued at or about December 26, 2013.

 

“Junior Securities” means the Common Stock and all other Common Stock Equivalents of the Corporation, at any time outstanding or issuable, including the Series A Preferred Stock of the Company.

 

“Liquidation” shall have the meaning set forth in Section 5.

 

“Liens” means a lien, charge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

 

“2014 Milestone” ” means the Company reporting in a timely filed Form 10-K, audited gross revenues in the ordinary course of business of not less than $2,800,000, determined according to GAAP for the 2014 fiscal year. A timely filed Form 10-K includes a Form 10-K that is filed no later than the fifteenth calendar day following the prescribed due date pursuant to Rule 12b-25 of the Exchange Act.

 

“2015 Milestone” means the Company reporting in a timely filed Form 10-K, audited gross revenues in the ordinary course of business of not less than $3,500,000, determined according to GAAP for the 2015 fiscal year. A timely filed Form 10-K includes a Form 10-K that is filed no later than the fifteenth calendar day following the prescribed due date pursuant to Rule 12b-25 of the Exchange Act.

 

“Milestone Default” means the failure to achieve the 2014 Milestone or the 2015 Milestone.

 

“Milestone Shortfall Factor” means a fraction of the numerator of which is the actual amount of the gross revenues described in the definition of Milestone and the denominator of which is $2,800,000 with respect to the 2014 Milestone, and which is $3,500,000 with respect to the 2015 Milestone.

 

“New York Courts” shall have the meaning set forth in Section 11(d).

 

“Notice of Conversion” shall have the meaning set forth in Section 6(a).

 

“Original Issue Date” means the date of the first issuance of any shares of the Preferred Stock regardless of the number of transfers of any particular shares of Preferred Stock and regardless of the number of certificates which may be issued to evidence such Preferred Stock.

 

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

 

“Preferred Stock” shall have the meaning set forth in Section 2.

 

5
 

 

“Purchase Agreement” means with respect to the Initial Series B Preferred Shares, the Securities Purchase Agreement entered into at or about December 26, 2013; and with respect to the Subsequent Series B Preferred Shares, the Securities Purchase Agreement, dated as of December __, 2014, among the Corporation and the original Holders, each as amended, modified or supplemented from time to time in accordance with its terms.

 

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

 

“Securities” means the Preferred Stock, the Warrants, the Warrant Shares and the Underlying Shares.

 

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

 

“Share Delivery Date” shall have the meaning set forth in Section 6(c).

 

“Stated Value” shall have the meaning set forth in Section 2.

 

“Subscription Amount” shall mean, as to each Holder, the aggregate amount to be paid for the Preferred Stock purchased pursuant to the Purchase Agreement as specified below such Holder’s name on the signature page of the Purchase Agreement and next to the heading “Subscription Amount” and on the Exercise Notice in United States dollars and in immediately available funds.

 

“Subsequent Series B Preferred Shares” means the Series B Preferred Stock issued and issuable subsequent to the acceptance for filing by the Secretary of State of Delaware of this Amended Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock.

 

“Subsidiary” means with respect to any entity at any date, any direct or indirect corporation, limited or general partnership, limited liability company, trust, estate, association, joint venture or other business entity of which (A) more than 30% of (i) the outstanding capital stock having (in the absence of contingencies) ordinary voting power to elect a majority of the board of directors or other managing body of such entity, (ii) in the case of a partnership or limited liability company, the interest in the capital or profits of such partnership or limited liability company or (iii) in the case of a trust, estate, association, joint venture or other entity, the beneficial interest in such trust, estate, association or other entity business is, at the time of determination, owned or controlled directly or indirectly through one or more intermediaries, by such entity, or (B) is under the actual control of the Corporation.

 

“Successor Entity” shall have the meaning set forth in Section 7(e).

 

“Trading Day” means a day on which the principal Trading Market is open for business.

 

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the OTC Bulletin Board, the OTCQX or OTCQB or any markets or exchanges maintained by the OTC Markets Group, Inc. (or any successors to any of the foregoing).

 

“Transaction Documents” means this Certificate of Designation, the Purchase Agreement, the Warrants, the respective Escrow Agreements, the exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated pursuant to the Purchase Agreement.

 

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“Transfer Agent” means Action Stock Transfer, with offices located at 2469 E. Fort Union Blvd, Ste 214 Salt Lake City, UT 84121, and any successor transfer agent of the Corporation.

 

“Triggering Event” shall have the meaning set forth in Section 10(a).

 

“Triggering Redemption Amount” means, for each share of Preferred Stock, the sum of (a) the greater of (i) 100% of the Stated Value and (ii) the product of (y) the VWAP on the Trading Day immediately preceding the date of the Triggering Event and (z) the Stated Value divided by the then Conversion Price, (b) all accrued but unpaid dividends thereon, and (c) all liquidated damages and other costs, expenses or amounts due in respect of the Preferred Stock.

 

“Triggering Redemption Payment Date” shall have the meaning set forth in Section 10(b).

 

“Underlying Shares” means the shares of Common Stock issued and issuable upon conversion or redemption of the Preferred Stock, the Warrant Shares and shares of Common Stock issued and issuable in lieu of the cash payment of dividends on the Preferred Stock in accordance with the terms of this Certificate of Designation.

 

“Variable Rate Transaction” shall have the meaning ascribed to such term in Section 4.13(b) of the Purchase Agreement.

 

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if the OTC Bulletin Board is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board, (c) if the Common Stock is not then listed or quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported on the OTCQX, OTCQB or OTC Pink Marketplace maintained by the OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the volume weighted average price of the Common Stock on the first such facility (or a similar organization or agency succeeding to its functions of reporting prices), or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Corporation, the fees and expenses of which shall be paid by the Corporation.

 

“Warrants” means, collectively, the Common Stock purchase warrants delivered to the Holder at the Closing in accordance with the Purchase Agreement.

 

“Warrant Shares” means the shares of Common Stock issuable upon exercise of the Warrants.

 

Section 2. Designation, Amount and Par Value. The series of preferred stock shall be designated as its Series B Convertible Preferred Stock (the “Preferred Stock”) and the number of shares so designated shall be 3,500 (which shall not be subject to increase without the written consent of the holders of a majority of the then outstanding shares of Preferred Stock (each, a “Holder” and collectively, the “Holders”)). Each share of Preferred Stock shall have a par value of $0.0005 per share and a stated value equal to $1,000 (the “Stated Value”).

 

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Section 3. Dividends.

 

a) Dividends in Cash or in Kind. Holders shall be entitled to receive, and the Corporation shall pay, cumulative dividends at the annual rate per share (as a percentage of the Stated Value per share) of 6%, with respect to the Initial Series B Preferred Shares through December 31, 2015, with respect to the Subsequent Series B Preferred Shares through December 31, 2016, and respectively, thereafter at the annual rate of 18% (subject to increase pursuant to Section 10(b)), payable quarterly on March 31, June 30, September 30, and December 31, beginning on the second such date after the Original Issue Date and on each Conversion Date (with respect only to Preferred Stock being converted) (each such date, a “Dividend Payment Date”) (if any Dividend Payment Date is not a Trading Day, the applicable payment shall be due on the next succeeding Trading Day). Such Dividends may be paid, at the option of the Corporation, in cash, in duly authorized, validly issued, fully paid and non-assessable shares of Common Stock as set forth in this Section 3(a), or a combination thereof in each case as provided in the next sentence (the amount to be paid in shares of Common Stock, the “Dividend Share Amount”). The form of dividend payments to each Holder shall be determined in the following order of priority: (i) if funds are legally available for the payment of dividends and any of the Equity Conditions have not been met during the 20 consecutive Trading Days immediately prior to the applicable Dividend Payment Date (the “Dividend Notice Period”), in cash only, (ii) if funds are legally available for the payment of dividends and all of the Equity Conditions have been met during the Dividend Notice Period, at the sole election of the Corporation, in cash or shares of Common Stock which shall be valued solely for such purpose at 90% of the average of the VWAPs for the 10 consecutive Trading Days ending on the Trading Day that is immediately prior to the Dividend Payment Date (the “Dividend Conversion Price”), (iii) if funds are not legally available for the payment of dividends and the Equity Conditions have been met during the Dividend Notice Period, in shares of Common Stock which shall be valued solely for such purpose at the Dividend Conversion Price, and (iv) if funds are not legally available for the payment of dividends and the Equity Conditions have not been met during the Dividend Notice Period, then such dividends shall accrue to the next Dividend Payment Date. The Holders shall have the same rights and remedies with respect to the delivery of any such shares as if such shares were being issued pursuant to Section 6.

 

b) Participating Dividends on As-Converted Basis. In addition to the payment of dividends pursuant to Section 3(a) herein, Holders shall be entitled to receive, and the Corporation shall pay, dividends on shares of Preferred Stock equal to (on an as-if-converted-to-Common-Stock basis) and in the same form as dividends (other than dividends in the form of Common Stock) actually paid on shares of Common Stock when, as and if such dividends (other than dividends in the form of Common Stock) are paid on shares of Common Stock. The Corporation shall pay no dividends (other than dividends in the form of Common Stock) on shares of Common Stock unless it simultaneously complies with the previous sentence.

 

c) Corporation’s Ability to Pay Dividends in Cash or Kind. On the Closing Date, the Corporation shall have notified the Holders whether or not it may legally pay cash dividends as of the Closing Date. The Corporation shall promptly notify the Holders at any time the Corporation shall become able or unable, as the case may be, to legally pay cash dividends. If at any time the Corporation has the right to pay dividends in cash or shares of Common Stock, the Corporation must provide the Holders with at least 20 Trading Days’ notice of its election to pay a regularly scheduled dividend in shares of Common Stock (the Corporation may indicate in such notice that the election contained in such notice shall continue for later periods until revised by a subsequent notice). If at any time the Corporation delivers a notice to the Holders of its election to pay the dividends in shares of Common Stock, the Corporation shall, to the extent applicable, timely file a prospectus supplement pursuant to Rule 424 disclosing such election. The aggregate number of shares of Common Stock otherwise issuable to a Holder on a Dividend Payment Date shall be reduced by the number of shares of Common Stock previously issued to such Holder in connection with such Dividend Payment Date.

 

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d) Dividend Calculations. Dividends on the Preferred Stock shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and shall accrue daily commencing on the Original Issue Date, and shall be deemed to accrue from such date whether or not earned or declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends. Payment of dividends in shares of Common Stock (“Dividend Conversion Shares”) shall otherwise occur pursuant to Section 6(c)(i) herein and, solely for purposes of the payment of dividends in shares, the Dividend Payment Date shall be deemed the Conversion Date. Dividends shall cease to accrue with respect to any Preferred Stock converted, provided that, the Corporation actually delivers the Conversion Shares within the time period required by Section 6(c)(i) herein. Except as otherwise provided herein, if at any time the Corporation pays dividends partially in cash and partially in shares, then such payment shall be distributed ratably among the Holders based upon the number of shares of Preferred Stock held by each Holder on such Dividend Payment Date.

 

e) Late Fees. Any dividends, whether paid in cash or shares of Common Stock, that are not paid within seven Trading Days following a Dividend Payment Date shall continue to accrue and shall entail a late fee, which must be paid in cash, at the rate of 18% per annum or the lesser rate permitted by applicable law which shall accrue daily from the Dividend Payment Date through and including the date of actual payment in full.

 

f) Other Securities. So long as at least 25% of the originally issued shares of Preferred Stock shall remain outstanding, neither the Corporation nor any Subsidiary thereof shall redeem, purchase or otherwise acquire directly or indirectly any Junior Securities except as expressly permitted by Section 10(a)(v). So long as 25% of the originally issued shares of Preferred Stock shall remain outstanding, neither the Corporation nor any Subsidiary thereof shall directly or indirectly pay or declare any dividend or make any distribution upon, nor shall any distribution be made in respect of, any Junior Securities, nor shall any monies be set aside for or applied to the purchase or redemption (through a sinking fund or otherwise) of any Junior Securities or shares pari passu with the Preferred Stock. So long as 15% of the originally issued shares of Preferred Stock shall remain outstanding, neither the Corporation nor any Subsidiary thereof shall issue any security or Common Stock Equivalent which shall be pari passu or senior to the Preferred Stock in terms of rights upon Liquidation or Dividends. The Series B Preferred Stock is pari passu with the Preferred Stock in terms of rights upon Liquidation and Dividends.

 

Section 4. Voting Rights. Except as otherwise provided herein or as otherwise required by law, the Preferred Stock shall have no voting rights. Holders of Preferred Stock shall vote together with the holders of Common Stock on an as converted basis but may not vote such Preferred Stock, which would exceed the Beneficial Ownership Limitation. In any event, and notwithstanding the foregoing limitation, as long as any shares of Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend this Certificate of Designation, (b) authorize or create any class of stock ranking as to dividends, redemption or distribution of assets upon a Liquidation (as defined in Section 5) senior to, or otherwise pari passu with, the Preferred Stock, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (d) increase the number of authorized shares of Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing.

 

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Section 5. Liquidation. Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”), the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount equal to the Stated Value, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing thereon under this Certificate of Designation, for each share of Preferred Stock before any distribution or payment shall be made to the holders of any Junior Securities and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be ratably distributed among the Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. Upon occurrence of a Liquidation which is also a Fundamental Transaction, the Holder may elect to receive the rights and benefits of this section 5 and/or the rights and benefits set forth in Section 7(e) or any other rights set forth in the Transaction Documents. The Corporation shall mail written notice of any such Liquidation, not less than 45 days prior to the payment date stated therein, to each Holder.

 

Section 6. Conversion.

 

a) Conversions at Option of Holder. Each share of Preferred Stock shall be convertible, at any time and from time to time from and after the Original Issue Date at the option of the Holder thereof, into that number of shares of Common Stock (subject to the limitations set forth in Section 6(d)) determined by dividing the Stated Value of such share of Preferred Stock by the Conversion Price. Holders shall effect conversions by providing the Corporation with the form of conversion notice attached hereto as Annex A (a “Notice of Conversion”). Each Notice of Conversion shall specify the number of shares of Preferred Stock to be converted, the number of shares of Preferred Stock owned prior to the conversion at issue, the number of shares of Preferred Stock owned subsequent to the conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable Holder delivers by facsimile such Notice of Conversion to the Corporation (such date, the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Corporation is deemed delivered hereunder. The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. To effect conversions of shares of Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing the shares of Preferred Stock to the Corporation, (although the Holder may surrender the Preferred Stock certificate to, and receive a replacement certificate from the Corporation, at Holder’s election) unless all of the shares of Preferred Stock represented thereby are so converted, in which case such Holder shall deliver the certificate representing such shares of Preferred Stock promptly following the Conversion Date at issue. Shares of Preferred Stock converted into Common Stock or redeemed in accordance with the terms hereof shall be canceled and shall not be reissued.

 

b) Conversion Price. The conversion price for the Preferred Stock shall equal $0.55, subject to adjustment herein (the “Conversion Price”). From and after a Milestone Default, the Conversion Price shall be reduced (but not increased) effective as of January 1, 2015 with respect to the remaining Initial Series B Preferred Shares, if any, in connection with a Milestone Default related to the 2014 Milestone; and as of January 1, 2016 with respect to the remaining Subsequent Series B Preferred Shares, if any related to the 2015 Milestone, to an amount derived by multiplying the Conversion Price in effect on the date of occurrence of a Milestone Default by the relevant Milestone Shortfall Factor, subject to further adjustment as described herein. Conversions made after adjustments which result in a reduction of the Conversion Price shall have retroactive effect and the Corporation shall promptly deliver to Holder additional Conversion Shares as a result of such retroactive reduction.

 

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c)Mechanics of Conversion

 

i. Delivery of Certificate Upon Conversion. Not later than five (5) Trading Days after each Conversion Date (the “Share Delivery Date”), the Corporation shall deliver, or cause to be delivered, to the converting Holder (A) a certificate or certificates representing the Conversion Shares (however, the Corporation shall use reasonable commercial efforts to deliver such shares within three (3) Trading Days), which, on or after the Effective Date, shall be free of restrictive legends and trading restrictions (other than those which may then be required by the Purchase Agreement), provided that the Conversion Shares meet the requirements of the Securities Act for removing such restrictive legends, representing the number of Conversion Shares being acquired upon the conversion of the Preferred Stock (including, if the Corporation has given notice pursuant to Section 3(c) for payment of dividends in shares of Common Stock at least 20 Trading Days prior to the date on which the Notice of Conversion is delivered to the Corporation, shares of Common Stock representing the payment of accrued dividends otherwise determined pursuant to Section 3(a) but assuming that the Dividend Notice Period is the 20 Trading Days period immediately prior to the date on which the Notice of Conversion is delivered to the Corporation and excluding for such issuance the condition that the Corporation deliver the Dividend Share Amount as to such dividend payment prior to the commencement of the Dividend Notice Period), and (B) a bank check in the amount of accrued and unpaid dividends (if the Corporation has elected or is required to pay accrued dividends in cash). On or after the Effective Date, the Corporation shall deliver any certificate or certificates required to be delivered by the Corporation under this Section 6 electronically through the Depository Trust Company or another established clearing corporation performing similar functions.

 

ii. Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Corporation at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event the Corporation shall promptly return to the Holder any original Preferred Stock certificate delivered to the Corporation and the Holder shall promptly return to the Corporation the Common Stock certificates issued to such Holder pursuant to the rescinded Conversion Notice.

 

iii. Obligation Absolute; Partial Liquidated Damages. The Corporation’s obligation to issue and deliver the Conversion Shares upon conversion of Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by such Holder or any other Person of any obligation to the Corporation or any violation or alleged violation of law by such Holder or any other person, and irrespective of any other circumstance which might otherwise limit such obligation of the Corporation to such Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Corporation of any such action that the Corporation may have against such Holder. In the event a Holder shall elect to convert any or all of the Stated Value of its Preferred Stock, the Corporation may not refuse conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and/or enjoining conversion of all or part of the Preferred Stock of such Holder shall have been sought and obtained, and the Corporation posts a surety bond for the benefit of such Holder in the amount of 150% of the Stated Value of Preferred Stock and Dividends which are subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment. In the absence of such injunction, the Corporation shall issue Conversion Shares and, if applicable, cash, upon a properly noticed conversion. If the Corporation fails to deliver to a Holder such certificate or certificates pursuant to Section 6(c)(i) on the second Trading Day after the Share Delivery Date applicable to such conversion, the Corporation shall pay to such Holder, in cash, as liquidated damages and not as a penalty, for each $5,000 of Stated Value of Preferred Stock being converted, $50 per Trading Day (increasing to $100 per Trading Day on the third Trading Day after such damages begin to accrue) for each Trading Day after such second Trading Day after the Share Delivery Date until such certificates are delivered or Holder rescinds such conversion. Nothing herein shall limit a Holder’s right to pursue actual damages or declare a Triggering Event pursuant to Section 10 hereof for the Corporation’s failure to deliver Conversion Shares within the period specified herein and such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

 

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iv. Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Conversion. In addition to any other rights available to the Holder, if the Corporation fails for any reason to deliver to a Holder the applicable certificate or certificates by the Share Delivery Date pursuant to Section 6(c)(i), and if after such Share Delivery Date such Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by such Holder of the Conversion Shares which such Holder was entitled to receive upon the conversion relating to such Share Delivery Date (a “Buy-In”), then as such Holder’s sole remedy against the Corporation and the Corporation’s sole liability in respect of such Buy-In the Corporation shall (A) pay in cash to such Holder (in addition to any other remedies available to or elected by such Holder) the amount, if any, by which (x) such Holder’s total purchase price (including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares of Common Stock that such Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of such Holder, either reissue (if surrendered) the shares of Preferred Stock equal to the number of shares of Preferred Stock submitted for conversion (in which case, such conversion shall be deemed rescinded) or deliver to such Holder the number of shares of Common Stock that would have been issued if the Corporation had timely complied with its delivery requirements under Section 6(c)(i). For example, if a Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Preferred Stock with respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Corporation shall be required to pay such Holder $1,000. The Holder shall provide the Corporation written notice indicating the amounts payable to such Holder in respect of the Buy-In and, upon request of the Corporation, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the shares of Preferred Stock as required pursuant to the terms hereof.

 

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v. Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock and payment of dividends on the Preferred Stock, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 7) upon the conversion of the then outstanding shares of Preferred Stock and payment of dividends hereunder. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.

 

vi. Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Preferred Stock. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Corporation shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price or round up to the next whole share.

 

vii. Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holders of such shares of Preferred Stock and the Corporation shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid. The Corporation shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.

 

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d) Beneficial Ownership Limitation. The Corporation shall not effect any conversion of the Preferred Stock, and a Holder shall not have the right to convert any portion of the Preferred Stock, to the extent that, after giving effect to the conversion set forth on the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together with such Holder or any of such Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially owned by such Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained herein (including, without limitation, the Preferred Stock or the Warrants) beneficially owned by such Holder or any of its Affiliates.  Except as set forth in the preceding sentence, for purposes of this Section 6(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities owned by such Holder together with any Affiliates) and of how many shares of Preferred Stock are convertible shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together with any Affiliates) and how many shares of the Preferred Stock are convertible, in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 6(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding.  Upon the written or oral request of a Holder, the Corporation shall within two Trading Days confirm orally and in writing to such Holder the number of shares of Common Stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred Stock, by such Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. A Holder, upon not less than 61 days’ prior notice to the Corporation, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 6(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of Preferred Stock.

 

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Section 7. Certain Adjustments.

 

a) Stock Dividends and Stock Splits. If the Corporation, at any time while this Preferred Stock is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other Common Stock Equivalents (which, for avoidance of doubt, shall not include Securities upon the exercise or exchange of or conversion of any Securities issued or issuable pursuant to the Transaction Documents provided that such Securities and any term thereof have not been amended since the Closing Date to increase the number of such Securities or to decrease the issue price, exercise price, exchange price or conversion price of such Securities, any shares of Common Stock issued by the Corporation upon conversion of, or payment of a dividend on, this Preferred Stock), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Corporation, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Corporation) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 7(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

 

b) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 7(a) above, if at any time the Corporation grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder of will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete conversion of such Holder’s Preferred Stock (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

 

c) Pro Rata Distributions. The Corporation, at any time while this Preferred Stock is outstanding, shall include Holders, on an as-if-converted-to-Common-Stock basis, in all distributions of any kind (including cash and cash dividends) issued to all holders of Common Stock.

 

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d) Fundamental Transaction. If, at any time while this Preferred Stock is outstanding, a Fundamental Transaction occurs, then, upon any subsequent conversion of this Preferred Stock, the Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation in Section 6(d) on the conversion of this Preferred Stock), the number of shares of Common Stock of the successor or acquiring corporation or of the Corporation, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Preferred Stock is convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 6(d) on the conversion of this Preferred Stock). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Corporation shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Preferred Stock following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Corporation or surviving entity in such Fundamental Transaction shall file a new Certificate of Designation with the same terms and conditions and issue to the Holders new preferred stock consistent with the foregoing provisions and evidencing the Holders’ right to convert such preferred stock into Alternate Consideration. The Corporation shall cause any successor entity in a Fundamental Transaction in which the Corporation is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Corporation under this Certificate of Designation and the other Transaction Documents (as defined in the Purchase Agreement) in accordance with the provisions of this Section 7(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the holder of this Preferred Stock, deliver to the Holder in exchange for this Preferred Stock a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Preferred Stock which is convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion of this Preferred Stock (without regard to any limitations on the conversion of this Preferred Stock) prior to such Fundamental Transaction, and with a conversion price which applies the conversion price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion price being for the purpose of protecting the economic value of this Preferred Stock immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Certificate of Designation and the other Transaction Documents referring to the “Corporation” shall refer instead to the Successor Entity), and may exercise every right and power of the Corporation and shall assume all of the obligations of the Corporation under this Certificate of Designation and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Corporation herein.

 

e) Calculations. All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 7, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Corporation) issued and outstanding.

 

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f) Notice to the Holders.

 

i. Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 7, the Corporation shall promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

 

ii. Notice to Allow Conversion by Holder. If (A) the Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Corporation is a party, any sale or transfer of all or substantially all of the assets of the Corporation, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation, then, in each case, the Corporation shall cause to be filed at each office or agency maintained for the purpose of conversion of this Preferred Stock, and shall cause to be delivered to each Holder at its last address as it shall appear upon the stock books of the Corporation, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Corporation or any of the Subsidiaries, the Corporation shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to convert the Conversion Amount of this Preferred Stock (or any part hereof) during the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

 

Section 8. Redemption. The Corporation shall have no right to require Holders to surrender Preferred Stock for redemption.

 

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Section 9. Negative Covenants. As long as at least 15% of the originally issued shares of Preferred Stock are outstanding, unless the holders of more than 50% in Stated Value of the then outstanding shares of Preferred Stock shall have otherwise given prior written consent, the Corporation shall not, and shall not permit any of the Subsidiaries to, directly or indirectly:

 

a) repay, repurchase or offer to repay, repurchase or otherwise acquire shares of its Common Stock, Common Stock Equivalents or Junior Securities, other than as to the Conversion Shares or Warrant Shares as permitted or required under the Transaction Documents;

 

b) enter into any transaction with any Affiliate of the Corporation which would be required to be disclosed in any public filing with the Commission, unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested directors of the Corporation (even if less than a quorum otherwise required for board approval);

 

c) incur any Indebtedness; or

 

d) enter into any agreement with respect to any of the foregoing.

 

In addition, as long as any shares of Preferred Stock are outstanding, unless the holders of more than 50% in Stated Value of the then outstanding shares of Preferred Stock shall have otherwise given prior written consent, the Corporation shall not, directly or indirectly, amend its charter documents, including, without limitation, its certificate of incorporation and bylaws, in any manner that materially and adversely affects any rights of the Holder; this provision notwithstanding, the Corporation shall be entitled to increase its authorized share capital, issue new Common Stock or Common Stock Equivalents or issue other instruments in connection with a merger or acquisition described in the definition of Exempt Issuance part (c), or a listing on a national stock exchange.

 

Section 10. Redemption Upon Triggering Events.

 

a) “Triggering Event” means, wherever used herein any of the following events (whatever the reason for such event and whether such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

 

i. the Corporation shall fail to deliver certificates representing Conversion Shares issuable upon a conversion hereunder that comply with the provisions hereof prior to the fifth Trading Day after such shares are required to be delivered hereunder, or the Corporation shall provide written notice to any Holder, including by way of public announcement, at any time, of its intention not to comply with requests for conversion of any shares of Preferred Stock in accordance with the terms hereof;

 

ii. the Corporation shall fail for any reason to pay in full the amount of cash due pursuant to a Buy-In within five calendar days after notice therefor is delivered hereunder;

 

iii. the Corporation shall fail to have available a sufficient number of authorized and unreserved shares of Common Stock to issue to such Holder upon a conversion hereunder;

 

iv. unless specifically addressed elsewhere in this Certificate of Designation as a Triggering Event, the Corporation shall fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach of the Transaction Documents, which failure or breach could have a Material Adverse Effect, and such failure or breach shall not, if subject to the possibility of a cure by the Corporation, have been cured within 30 calendar days after the date on which such failure or breach shall have first occurred;

 

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v. so long as at least 15% of the originally issued shares of Preferred Stock remain outstanding, the Corporation shall not redeem more than a de minimis number of Junior Securities other than as to repurchases of Common Stock or Common Stock Equivalents from departing employees, officers and directors, provided that, while any of the Preferred Stock remains outstanding, such repurchases shall not exceed an aggregate of $50,000 in any twelve month period from all employees, officers and directors;

 

vi. there shall have occurred a Fundamental Transaction;

 

vii. there shall have occurred a Bankruptcy Event;

 

viii. the Common Stock shall fail to be listed or quoted for trading on a Trading Market for ten or more Trading Days in any twelve month period, which need not be consecutive Trading Days;

 

ix. any monetary judgment, writ or similar final process shall be entered or filed against the Corporation, any subsidiary or any of their respective property or other assets for more than $100,000, and such judgment, writ or similar final process shall remain unvacated, unbonded or unstayed for a period of 45 calendar days; or

 

x. any breach of the agreements delivered to the initial Holders at the Closing pursuant to Section 2.2(a) of the Purchase Agreement, which breach could have a Material Adverse Effect.

 

b) Upon the occurrence of a Triggering Event, each Holder shall (in addition to all other rights it may have hereunder or under applicable law) have the right, exercisable at the sole option of such Holder, to require the Corporation to, (A) with respect to the Triggering Events set forth in Sections 10(a)(ii), (iii), (v), (vi), and (vii) (as to voluntary filings only), redeem all of the Preferred Stock then held by such Holder for a redemption price, in cash, equal to the Triggering Redemption Amount or (B) at the option of each Holder and with respect to the Triggering Events set forth in Sections 10(a)(i), (iv), (vi) (as to Fundamental Transactions not approved by the Board of Directors of the Corporation), (vii) (as to involuntary filings only), (viii), (ix) and (x), either (a) redeem all of the Preferred Stock then held by such Holder for a redemption price, in shares of Common Stock, equal to a number of shares of Common Stock equal to the Triggering Redemption Amount divided by 75% of the average of the 10 VWAPs immediately prior to the date of election hereunder or (b) increase the dividend rate on all of the outstanding Preferred Stock held by such Holder to 18% per annum thereafter. The Triggering Redemption Amount, in cash or in shares, shall be due and payable or issuable, as the case may be, within five Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Triggering Redemption Payment Date”). If the Corporation fails to pay in full the Triggering Redemption Amount hereunder on the date such amount is due in accordance with this Section (whether in cash or shares of Common Stock), the Corporation will pay interest thereon at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law, accruing daily from such date until the Triggering Redemption Amount, plus all such interest thereon, is paid in full. For purposes of this Section, a share of Preferred Stock is outstanding until such date as the applicable Holder shall have received Conversion Shares upon a conversion (or attempted conversion) thereof that meets the requirements hereof or has been paid the Triggering Redemption Amount in cash.

 

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Section 11. Miscellaneous.

 

a) Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Corporation, at: 10880 John W. Elliott Drive, Suite 600, Frisco, TX 75033, Attn: Julian T. Ross, Chief Executive Officer, facsimile: 972-294-6501, or such other facsimile number or address as the Corporation may specify for such purposes by notice to the Holders delivered in accordance with this Section 11. Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number or address of such Holder appearing on the books of the Corporation, or if no such facsimile number or address appears on the books of the Corporation, at the principal place of business of such Holder, as set forth in the Purchase Agreement. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given.

 

b) Absolute Obligation. Except as expressly provided herein, no provision of this Certificate of Designation shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay liquidated damages, accrued dividends and accrued interest, as applicable, on the shares of Preferred Stock at the time, place, and rate, and in the coin or currency, herein prescribed.

 

c) Lost or Mutilated Preferred Stock Certificate. If a Holder’s Preferred Stock certificate shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Preferred Stock so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership hereof reasonably satisfactory to the Corporation.

 

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d) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Transaction Documents (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the City of New York, Borough of Manhattan (the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are improper or inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Certificate of Designation and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Certificate of Designation or the transactions contemplated hereby. If any party shall commence an action or proceeding to enforce any provisions of this Certificate of Designation, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

 

e) Waiver. Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate of Designation shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of Designation or a waiver by any other Holders. The failure of the Corporation or a Holder to insist upon strict adherence to any term of this Certificate of Designation on one or more occasions shall not be considered a waiver or deprive that party (or any other Holder) of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designation on any other occasion. Any waiver by the Corporation or a Holder must be in writing.

 

f) Severability. If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate of Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law.

 

g) Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

 

h) Headings. The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation and shall not be deemed to limit or affect any of the provisions hereof.

 

i) Status of Converted or Redeemed Preferred Stock. Shares of Preferred Stock may only be issued pursuant to the Purchase Agreement. If any shares of Preferred Stock shall be converted, redeemed or reacquired by the Corporation, such shares shall resume the status of authorized but unissued shares of preferred stock and shall no longer be designated as Series B Convertible Preferred Stock.

 

*********************

 

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RESOLVED, FURTHER, that the Chairman, the president or any vice-president, and the secretary or any assistant secretary, of the Corporation be and they hereby are authorized and directed to prepare and file this Certificate of Designation of Preferences, Rights and Limitations in accordance with the foregoing resolution and the provisions of Delaware law.

 

IN WITNESS WHEREOF, the undersigned has executed this Certificate this 23rd day of December, 2014.

 

   
  Name: Julian T. Ross
  Title:   CEO

 

 

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 EX-10.26 5 f10k2014ex10xxvi_oxysure.htm SECURITIES PURCHASE AGREEMENT

Exhibit 10.26

 

SECURITIES PURCHASE AGREEMENT

 

This Securities Purchase Agreement (this “Agreement”) is dated as of December __, 2014, between Oxysure Systems, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).

 

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

 

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

 

ARTICLE I.

DEFINITIONS

 

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Certificate of Designation (as defined herein), and (b) the following terms have the meanings set forth in this Section 1.1:

 

“Acquiring Person” shall have the meaning ascribed to such term in Section 4.7.

 

“Action” shall have the meaning ascribed to such term in Section 3.1(j).

 

“Additional Closing” shall have the meaning ascribed to such term in Section 2.4(a).

 

“Additional Closing Subscription Amount” shall have the meaning ascribed to such term in Section 2.4(a).

 

“Additional Closing Date” shall have the meaning ascribed to such term in Section 2.4(a).

 

“Additional Closing Exercise Notice” shall have the meaning ascribed to such term in Section 2.4(a)

 

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

 

“Board of Directors” means the board of directors of the Company.

 

“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

 

“Certificate of Designation” means the Certificate of Designation to be filed prior to the Closing by the Company with the Secretary of State of Delaware, in the form of Exhibit A attached hereto.

 

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“Closing” means the Closing of the purchase and sale of the Securities pursuant to Section 2.1.

 

“Closing Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount at the Closing, and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied or waived, but in no event later than the third Trading Day following the date hereof.

 

“Commission” means the United States Securities and Exchange Commission.

 

“Common Stock” means the common stock of the Company, par value $0.0004 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

 

“Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

 

“Company Counsel” means, Horzepa Spiegel & Associates PC, 802 Lovett Boulevard, Houston, Texas 77006, Attn: Joseph Horzepa, facsimile: (713) 861-2301.

 

“Conversion Price” shall have the meaning ascribed to such term in the Certificate of Designation.

 

“Disclosure Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.

 

“Effective Date” means the earliest of the date that (a) a registration statement has been declared effective by the Commission registering for public resale by the holders thereof, of all of the Underlying Shares, or (b) all of the Underlying Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 and without volume or manner-of-sale restrictions and Company counsel has delivered to the Transfer Agent and such holders a standing written unqualified opinion that resales may then be made by such holders of the Underlying Shares pursuant to such exemption which opinion shall be in form and substance reasonably acceptable to such holders.

 

“Equity Line of Credit” shall have the meaning ascribed to such term in Section 4.13.

 

“Escrow Agreement” means the escrow agreement to be employed in connection with the sale of the Securities, a copy of which is annexed hereto as Exhibit D.

 

“Evaluation Date” shall have the meaning ascribed to such term in Section 3.1(r).

 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

 

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“Exempt Issuance” means the issuance of (a) shares of Common Stock and options to officers, employees, or directors of the Company prior to and after the Closing Date in the amounts and on the terms set forth on Schedule 4.13, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder, including shares paid as dividends on the Preferred Stock pursuant to Section 3(a) of the Certificate of Designation (subject to adjustment for forward and reverse stock splits and the like that occur after the date hereof) and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities and any term thereof have not been amended since the date of this Agreement to increase the number of such securities or to decrease the issue price, exercise price, exchange price or conversion price of such securities and which securities and the principal terms thereof are set forth on Schedule 3.1(g), and described in the SEC Reports filed not later than ten (10) days before the Closing Date, (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall be intended to provide to the Company substantial additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, and (d) securities issued or issuable pursuant to this Agreement, the Certificate of Designation or the Warrants, including, without limitation, Section 4.17, or upon exercise or conversion of any such securities.

 

“Exercise Notice” shall have the meaning ascribed to such term in Section 2.4.

 

“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended.

 

“FDA” shall have the meaning ascribed to such term in Section 3.1(mm).

 

“FDA Product” shall have the meaning ascribed to such term in Section 3.1(mm).

 

“FDCA” shall have the meaning ascribed to such term in Section 3.1(mm).

 

“GAAP” shall have the meaning ascribed to such term in Section 3.1(h).

 

“G&M” shall mean Grushko & Mittman, P.C., with offices located at 515 Rockaway Avenue, Valley Stream, New York 11581, Fax: 212-697-3575.

 

“Indebtedness” shall have the meaning ascribed to such term in Section 3.1(z).

 

“Intellectual Property Rights” shall have the meaning ascribed to such term in Section 3.1(o).

 

“Legend Removal Date” shall have the meaning ascribed to such term in Section 4.1(c).

 

“Liens” means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

 

“Material Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).

 

“Material Permits” shall have the meaning ascribed to such term in Section 3.1(m).

 

“Maximum Rate” shall have the meaning ascribed to such term in Section 5.17.

 

“OFAC” shall have the meaning ascribed to such term in Section 3.1(hh).

 

“Participation Maximum” shall have the meaning ascribed to such term in Section 4.17(a).

 

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“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

 

“Preferred Stock” means the 1,500 shares of the Company’s Series B Convertible Preferred Stock issued or issuable hereunder having the rights, preferences and privileges set forth in the Amended Certificate of Designation, in the form of Exhibit A hereto.

 

“Pre-Notice” shall have the meaning ascribed to such term in Section 4.17.

 

“Prior Funding” shall mean the transaction among the Company and Purchasers pursuant to the Prior Funding Agreement, pursuant to which a closing took place on December 26, 2013.

 

“Prior Funding SPA” shall mean the Securities Purchase Agreement entered into by the company and Purchasers with respect to the Prior Funding.

 

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.

 

“Pro-Rata Portion” shall have the meaning ascribed to such term in Section 4.17(e).

 

“Public Information Failure” shall have the meaning ascribed to such term in Section 4.3(b).

 

“Public Information Failure Payments” shall have the meaning ascribed to such term in Section 4.3(b).

 

“Purchaser Party” shall have the meaning ascribed to such term in Section 4.10.

 

“Required Approvals” shall have the meaning ascribed to such term in Section 3.1(e).

 

“Required Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant to the Transaction Documents, including any Underlying Shares issuable upon exercise in full of all Warrants or conversion in full of all shares of Preferred Stock, ignoring any conversion or exercise limits set forth therein, and assuming that any previously unconverted shares of Preferred Stock will be held until the third anniversary of the Closing Date.

 

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

 

“SEC Reports” shall have the meaning ascribed to such term in Section 3.1(h).

 

“Securities” means the Preferred Stock, the Warrants, and the Underlying Shares.

 

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

 

“Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include the location and/or reservation of borrowable shares of Common Stock). 

 

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“Stated Value” means $1,000 per share of Preferred Stock.

 

“Subscription Amount” means, as to each Purchaser, the aggregate amount to be paid for the Preferred Stock and Warrants purchased hereunder as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United States dollars and in immediately available funds.

 

“Subsequent Financing” shall have the meaning ascribed to such term in Section 4.17.

 

“Subsequent Financing Notice” shall have the meaning ascribed to such term in Section 4.17.

 

“Subsidiary” means with respect to any entity at any date, any direct or indirect corporation, limited or general partnership, limited liability company, trust, estate, association, joint venture or other business entity of which (A) more than 30% of (i) the outstanding capital stock having (in the absence of contingencies) ordinary voting power to elect a majority of the board of directors or other managing body of such entity, (ii) in the case of a partnership or limited liability company, the interest in the capital or profits of such partnership or limited liability company or (iii) in the case of a trust, estate, association, joint venture or other entity, the beneficial interest in such trust, estate, association or other entity business is, at the time of determination, owned or controlled directly or indirectly through one or more intermediaries, by such entity, or (B) is under the actual control of the Company.

 

“Termination Date” shall have the meaning ascribed to such term in Section 2.1.

 

“Trading Day” means a day on which the principal Trading Market is open for trading.

 

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the OTC Bulletin Board, the OTCQB or the OTCQX (or any successors to any of the foregoing).

 

“Transaction Documents” means this Agreement, the Certificate of Designation, the Warrants, the Escrow Agreement, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

 

“Transfer Agent” means Action Stock Transfer, with offices located at 2469 E. Fort Union Blvd, Ste 214 Salt Lake City, UT 84121, and any successor transfer agent of the Company.

 

“Underlying Shares” means the shares of Common Stock issued and issuable upon conversion or redemption of the Preferred Stock and upon exercise of the Warrants and issued and issuable in lieu of the cash payment of dividends on the Preferred Stock in accordance with the terms of the Certificate of Designation.

 

“Variable Priced Equity Linked Instruments” shall have the meaning ascribed to such term in Section 4.13.

 

“Variable Rate Transaction” shall have the meaning ascribed to such term in Section 4.13.

 

5
 

 

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if the OTC Bulletin Board is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the OTC Bulletin Board, (c) if the Common Stock is not then listed or quoted for trading on the OTC Bulletin Board and if prices for the Common Stock are then reported on the OTCQX, OTCQB or OTC Pink Marketplace maintained by the OTC Markets Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the volume weighted average price of the Common Stock on the first such facility (or a similar organization or agency succeeding to its functions of reporting prices), or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

 

“Warrants” means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, in the form of Exhibit C attached hereto.

 

“Warrant Shares” means the shares of Common Stock issuable upon exercise of the Warrants.

 

ARTICLE II.

PURCHASE AND SALE

 

2.1 Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of 525 shares of Preferred Stock with an aggregate Stated Value for each Purchaser equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and Warrants as determined pursuant to Section 2.2(a) (such purchase and sale being the “Closing”). Each Purchaser shall deliver to the Company such Purchaser’s Subscription Amount, and the Company shall deliver to each Purchaser its respective shares of Preferred Stock and Warrants, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of G&M or such other location as the parties shall mutually agree. Notwithstanding anything herein to the contrary, the Closing Date shall occur on or before December 31, 2014 (“Termination Date”). If a Closing is not held on or before the Termination Date, the Company shall cause all subscription documents and funds to be returned, without interest or deduction to each prospective Purchaser.

 

2.2 Deliveries.

 

(a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:

 

(i) this Agreement duly executed by the Company;

 

(ii) a legal opinion of Company Counsel, substantially in the form of Exhibit B attached hereto;

 

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(iii) a certificate evidencing a number of shares of Preferred Stock equal to such Purchaser’s Subscription Amount divided by the Stated Value, registered in the name of such Purchaser, and evidence of the filing and acceptance of the Certificate of Designation from the Secretary of State of Delaware;

 

(iv) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s Subscription Amount divided by $0.55, with an exercise price equal to $1.20 per share, subject to adjustment as provided therein;

 

(v) the Escrow Agreement duly executed by the Company; and

 

(vi) the acknowledgement described in Section 3.1(nn).

 

(b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:

 

(i) this Agreement duly executed by such Purchaser;

 

(ii) such Purchaser’s Subscription Amount by wire transfer or as otherwise permitted under the Escrow Agreement, to the Escrow Agent; and

 

(iii) the Escrow Agreement duly executed by such Purchaser.

 

2.3 Closing Conditions.

 

(a) The obligations of the Company hereunder to effect the Closing are subject to the following conditions being met:

 

(i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);

 

(ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and

 

(iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.

 

(b) The respective obligations of a Purchaser hereunder to effect the Closing unless waived by such Purchaser, are subject to the following conditions being met:

 

(i) the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers therein) on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);

 

(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;

 

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(iii) the Escrow Agent shall have received executed signature pages to this Agreement with an aggregate Subscription Amount of $525,000 prior to the Closing;

 

(iv) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;

 

(v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and

 

(vi) The filing with the Secretary of State of Delaware of the Amended Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, in the form annexed hereto as Exhibit A.

 

(vii) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

 

2.4 Additional Closings.

 

(a) Subject to the satisfaction of the conditions set forth below, until one (1) year after the Closing Date the Company may sell to the Purchasers and the Purchasers shall be required to purchase from the Company additional Preferred Stocks and Warrants for the aggregate consideration of up to $1,050,000, (“Additional Closing Subscription Amount”), in up to two (2) closings (each an “Additional Closing”). The date an Additional Closing occurs is an “Additional Closing Date”.

 

(b) The Company may exercise its right to conduct an Additional Closing with respect to up to $525,000 of Additional Closing Subscription Amount provided the company has given written notice to the Purchasers requiring each of them to require its respective Pro Rata Portion of such Additional Closing Subscription Amount within ten (10) Trading Days after the VWAP for the Common Stock is not less than $1.05 for ten (10) consecutive Trading Days and the trading volume on the Trading Market for which the VWAP is determined is not less than 25,000 shares of Common Stock on a Trading Day during such ten (10) Trading Day period.

 

(c) The Company may exercise its right to conduct an Additional Closing with respect to up to $525,000 of Additional Closing Subscription Amount provided the company has given written notice to the Purchasers requiring each of them to require its respective Pro Rata Portion of such Additional Closing Subscription Amount within ten (10) Trading Days after the VWAP for the Common Stock is not less than $1.30 for ten (10) consecutive Trading Days and the trading volume on the Trading Market for which the VWAP is determined is not less than 25,000 shares of Common Stock on a Trading Day during such ten (10) Trading Day period.

 

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2.5 Additional Closing Deliveries.

 

(a) On or prior to any Additional Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:

 

(i) a notice of exercise of the right to conduct an Additional Closing indicating thereon which of Section 2.4 (a), (b) or (c) above is being exercised (the “Additional Closing Exercise Notice”). The Additional Closing Exercise Note must include details of the VWAP and trading volume relied upon by the Company, and state the proposed Additional Closing Date which must be not later than ten (10) Trading Days after the date of such Additional Closing Exercise Notice.

 

(ii) bring down legal opinions of Company Counsel to the legal opinion delivered at the Closing;

 

(iii)    a certificate evidencing a number of Shares equal to such Purchaser’s Pro Rata Portion of the Additional Closing Subscription Amount divided by the Stated Value, registered in the name of such Purchaser;

 

(iv) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to (100%) of such Purchaser’s Additional Closing Subscription Amount divided by the Conversion Price in effect on such Additional Closing Date, having an exercise price equal to the then in effect exercise price of the Warrants delivered at the Closing, subject to adjustment therein; and

 

(v) a certificate signed by the Company’s CEO or CFO stating that all of the conditions to completing an Additional Closing as set forth in section 2.6 (b) have been satisfied.

 

(b) On or prior to the Additional Closing Date, each Purchaser shall deliver to the Company such Purchaser’s Additional Closing Subscription Amount by wire transfer to the account specified in the Additional Closing Exercise Notice.

 

2.6 Additional Closing Conditions.

 

(a) The obligations of the Company hereunder in connection with any Additional Closing are subject to the following conditions being met:

 

(i) the accuracy in all material respects on the Additional Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date, in which case they shall be accurate as of such date);

 

(ii) all obligations, covenants and agreements of each Purchaser to be performed at or prior to the Additional Closing Date shall have been performed;

 

(iii) the delivery by each Purchaser of such Purchaser’s Additional Closing Subscription Amount.

 

(b) The respective obligations of a Purchaser hereunder in connection with any Additional Closing are, unless waived by such Purchaser, subject to the following conditions being met:

 

(i) the accuracy in all material respects on the Additional Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date, in which case they shall be accurate as of such date);

 

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(ii) all obligations, covenants and agreements of the Company under this Agreement required to be performed at or prior to the Additional Closing Date shall have been performed;

 

(iii) the delivery by the Company of the items set forth in Section 2.5(a) of this Agreement;

 

(iv) not less than ten (10) Trading Days shall have elapsed since the last to occur of the Closing Date or an Additional Closing Date;

 

(v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof;

 

(vi) all of the Equity Conditions as defined in the Certificate of Designation are in effect, except for item (c) thereof; and

 

(vii) from the date hereof to the Additional Closing date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time from the date of this Agreement and prior to the Additional Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Additional Closing.

 

2.7 Purchaser’s Option. Provided the conditions to closing set forth in Section 2.6(a) are or will be satisfied, a Purchaser, may require the Company to conduct one or more Subsequent Closings with respect to such Purchaser’s aggregate Pro Rata Portion of the Subsequent Closing Subscription Amount without regard to the occurrence and satisfaction of the conditions set forth in Section 2.4 and at the sole discretion of such Purchaser, the waiver or postponement of one or more of the deliveries required pursuant to Section 2.5(a). A Purchaser may exercise such right by delivery of a notice to the Company. The Company must conduct a Subsequent Closing not later than ten (10) Trading Days after such notice of exercise is given to the Company.

 

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ARTICLE III.

REPRESENTATIONS AND WARRANTIES

 

3.1 Representations and Warranties of the Company. Except as set forth in the SEC Reports or the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation made herein only to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser:

 

(a) Subsidiaries. All of the direct and indirect subsidiaries of the Company and the Company’s ownership interests therein are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no Subsidiaries relevant to any component of this Agreement, then such reference shall not be applicable.

 

(b) Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and, no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

 

(c) Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) to the extent the indemnification provisions contained in this Agreement may be limited by applicable law and principles of public policy.

 

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(d) No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby to which it is a party do not and will not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) subject to Required Approvals, conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

 

(e) Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required pursuant to Section 4.6 of this Agreement, (ii) the notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Preferred Stock and Warrant Shares and the listing of the Underlying Shares for trading thereon in the time and manner required thereby, and (iii) the filing of Form D with the Commission and such filings as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).

 

(f) Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares at least equal to the Required Minimum on the date hereof.

 

(g) Capitalization. The capitalization of the Company is as set forth in Schedule 3.1(g). The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g), there are no outstanding options, employee or incentive stock option plans warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in material compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

 

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(h) SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

 

(i) Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least two Trading Days prior to the date that this representation is made.

 

(j) Litigation. Except as described in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Except as set forth in the SEC Reports, since December 31, 2013, neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

 

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(k) Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

 

(l) Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

 

(m) Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.

 

(n) Title to Assets. Except as set forth on Schedule 3.1(n), the Company and the Subsidiaries have good and marketable title in fee simple to all real property (if any) owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

 

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(o) Intellectual Property.

 

(i) The term “Intellectual Property Rights” includes:

 

1. the name of the Company and each Subsidiary, all fictional business names, trading names, registered and unregistered trademarks, service marks, and applications of the Company and each Subsidiary (collectively, “Marks'');

 

2. all patents, patent applications, and inventions and discoveries that may be patentable of the Company and each Subsidiary (collectively, “Patents'');

 

3. all copyrights in both unpublished works and published works of the Company and each Subsidiary (collectively, “Copyrights”);

 

4. all rights in mask works of the Company and each Subsidiary (collectively, “Rights in Mask Works''); and

 

5. all know-how, trade secrets, confidential information, customer lists, software, technical information, data, process technology, plans, drawings, and blue prints (collectively, “Trade Secrets''); owned, used, or licensed by the Company and each Subsidiary as licensee or licensor

 

(ii) Agreements. Except as disclosed in the Reports, there are no outstanding and, to Company’s knowledge, no threatened disputes or disagreements with respect to any agreements relating to any Intellectual Property Rights to which the Company is a party or by which the Company is bound.

 

(iii) Know-How Necessary for the Business. The Intellectual Property Rights are all those necessary for the operation of the Company’s businesses as it is currently conducted. The Company is the owner of all right, title, and interest in and to each of the Intellectual Property Rights, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use all of the Intellectual Property Rights. To the Company’s knowledge, no employee of the Company has entered into any contract that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign, or disclose information concerning his work to anyone other than of the Company.

 

(iv) Patents. The Company is the owner of all right, title and interest in and to each of the Patents, free and clear of all Liens and other adverse claims. All of the issued Patents are currently in compliance with formal legal requirements (including payment of filing, examination, and maintenance fees and proofs of working or use), are valid and enforceable, and are not subject to any maintenance fees or taxes or actions falling due within ninety days after the Closing Date. No Patent has been or is now involved in any interference, reissue, reexamination, or opposition proceeding. To the Company’s knowledge except as set forth in Schedule 3.1(o): (1) there is no potentially interfering patent or patent application of any third party, and (2) no Patent is infringed or has been challenged or threatened in any way. To the Company’s knowledge, none of the products manufactured and sold, nor any process or know-how used, by the Company infringes or is alleged to infringe any patent or other proprietary right of any other Person.

 

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(v) Trademarks. The Company is the owner of all right, title, and interest in and to each of the Marks, free and clear of all Liens and other adverse claims. All Marks that have been registered with the United States Patent and Trademark Office are currently in compliance with all formal legal requirements (including the timely post-registration filing of affidavits of use and incontestability and renewal applications), are valid and enforceable, and are not subject to any maintenance fees or taxes or actions falling due within ninety days after the Closing Date. No Mark has been or is now involved in any opposition, invalidation, or cancellation and, to the Company’s knowledge, no such action is threatened with respect to any of the Marks. To the Company’s knowledge: (1) there is no potentially interfering trademark or trademark application of any third party, and (2) no Mark is infringed or has been challenged or threatened in any way. To the Company’s knowledge, none of the Marks used by the Company infringes or is alleged to infringe any trade name, trademark, or service mark of any third party.

 

(vi) Copyrights. The Company is the owner of all right, title, and interest in and to each of the Copyrights, free and clear of all Liens and other adverse claims. All the Copyrights are valid and enforceable, and are not subject to any maintenance fees or taxes or actions falling due within ninety days after the date of the Closing. To the Company’s knowledge, no Copyright is infringed or has been challenged or threatened in any way. To the Company’s knowledge, none of the subject matter of any of the Copyrights infringes or is alleged to infringe any copyright of any third party or is a derivative work based on the work of a third party. All works encompassed by the Copyrights have been marked with the proper copyright notice.

 

(vii) Trade Secrets. With respect to each Trade Secret, the documentation relating to such Trade Secret is current, accurate, and sufficient in detail and content to identify and explain it and to allow its full and proper use without reliance on the knowledge or memory of any individual. The Company has taken all reasonable precautions to protect the secrecy, confidentiality, and value of its Trade Secrets. The Company has good title and an absolute (but not necessarily exclusive) right to use the Trade Secrets. The Trade Secrets are not part of the public knowledge or literature, and, to the Company’s knowledge, have not been used, divulged, or appropriated either for the benefit of any Person (other the Company) or to the detriment of the Company. No Trade Secret is subject to any adverse claim or has been challenged or threatened in any way.

 

(p) Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

 

(q) Transactions With Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $100,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) except as disclosed on Schedule 3.1(g).

 

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(r) Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in material compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

 

(s) Certain Fees. Except as set forth on Schedule 3.1(s), no brokerage, finder’s fees, commissions or due diligence fees are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation with respect to any such fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section 3.1(s) that may be due in connection with the transactions contemplated by the Transaction Documents. The Due Diligence Fee recipient may participate in this Offering and may utilize its Note in lieu of a cash payment for such Due Diligence Fee recipient’s Subscription Amount.

 

(t) Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.

 

(u) Registration Rights. No Person, other than the Purchasers, has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

 

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(v) Reporting Company/Shell Company. The Company is a publicly-held company subject to reporting obligations pursuant to Sections 13 or 15(d) of the Exchange Act. Pursuant to the provisions of the Exchange Act, the Company has timely filed all reports and other materials required to be filed by the Company thereunder with the SEC during the preceding twelve months. As of the Closing Date, the Company is not a “shell company” nor “former shell company” as those terms are employed in Rule 144 under the Securities Act. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements.

 

(w) Application of Takeover Protections. The Company and the Board of Directors will have taken as of the Closing Date all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

 

(x) Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, when taken together as a whole, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth herein.

 

(y) No Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of: (i) the Securities Act which would require the registration of any such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

 

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(z) Solvency. Based on the consolidated financial condition of the Company as of the Closing Date, and the Company’s good faith estimate of the fair market value of its assets, after giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder: (i) the fair saleable value of the Company’s assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. Schedule 3.1(z) sets forth as of the date hereof all outstanding liens secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments which has not been disclosed in the Reports. For the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $200,000 other than debt financing from a licensed United States bank regularly engaged in such lending activity which may include the issuance of a nominal amount of warrants or options exercisable at or above the Conversion Price which would then be in effect, and (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, but in all cases excluding trade accounts payable incurred by the Company and its Subsidiaries in the ordinary course of business; and (z) the present value of any lease payments in excess of $200,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

 

(aa) Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

 

(bb) Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other person acting on behalf of the Company or any Subsidiary, has: (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which the Company is aware) which is in violation of law or (iv) violated in any material respect any provision of FCPA.

 

(cc) Accountants and Lawyers. The Company’s accounting firm is set forth on Schedule 3.1(cc) of the Disclosure Schedules. To the knowledge and belief of the Company, such accounting firm: (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion with respect to the financial statements to be included in the Company’s Annual Report for the fiscal year ending December 31, 2014. There are no disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability to perform any of its obligations under any of the Transaction Documents.

 

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(dd) Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

 

(ee) Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Section 4.16 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specified term, (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, may presently have a “short” position in the Common Stock and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Underlying Shares deliverable with respect to Securities are being determined, and (z) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted.  The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents, provided that such activities do not breach the Investors’ representations made in Section 3.2 of this Agreement.

 

(ff) Regulation M Compliance.  The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company.

 

(gg) Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

 

(hh) Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any director, officer, agent, employee or affiliate of the Company is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).

 

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(ii) Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

 

(jj) No General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Securities by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to the Purchasers and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.

 

(kk) Listing and Maintenance Requirements. The Common Stock is quoted on the OTCQB under the symbol OXYS. The Company has not, in the twenty-four (24) months preceding the date hereof, received notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market.

 

(ll) Health Regulatory Matters. The Company and its Subsidiaries have complied in all material respects with all statutes and regulations related to the research, manufacture and sale of medical device products to the extent applicable to the Company’s and its Subsidiaries’ activities. Items manufactured or under investigation by the Company and its Subsidiaries comply with all applicable manufacturing practices regulations and other requirements established by government regulators in the jurisdictions in which the Company or its Subsidiaries manufacture their products. To the Company’s knowledge, it is not and its Subsidiaries are not the subject of any investigation by any competent authority with respect to the development, testing, manufacturing and distribution of their products, nor has any investigation, prosecution, or other enforcement action been threatened by any regulatory agency. Neither the Company nor any of its Subsidiaries has received from any regulatory agency any letter or other document asserting that the Company or any Subsidiary has violated any statute or regulation enforced by that agency with respect to the development, testing, manufacturing and distribution of their products. To the Company’s knowledge, research conducted by or for the Company and its Subsidiaries has complied in all material respects with all applicable legal requirements. To the Company’s knowledge, research involving human subjects conducted by or for the Company and its Subsidiaries has been conducted in compliance in all respects with all applicable statutes and regulations governing the protection of human subjects and not involved any investigator who has been disqualified as a clinical investigator by any regulatory agency or has been found by any agency with jurisdiction to have engaged in scientific misconduct.

 

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(mm) FDA.  Except as set forth on Schedule 3.1(mm), as to each product subject to the jurisdiction of the U.S. Food and Drug Administration (“FDA”) under the Federal Food, Drug and Cosmetic Act, as amended, and the regulations thereunder (“FDCA”) that is manufactured, packaged, labeled, tested, distributed, sold, and/or marketed by the Company or any of its Subsidiaries (each such product, a “FDA Product”), such FDA Product is being manufactured, packaged, labeled, tested, distributed, sold and/or marketed by the Company in compliance with all applicable requirements under FDCA and similar laws, rules and regulations relating to registration, investigational use, premarket clearance, licensure, or application approval, good manufacturing practices, good laboratory practices, good clinical practices, product listing, quotas, labeling, advertising, record keeping and filing of reports, except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect.  There is no pending, completed or, to the Company’s knowledge, threatened, action (including any lawsuit, arbitration, or legal or administrative or regulatory proceeding, charge, complaint, or investigation) against the Company or any of its Subsidiaries, and none of the Company or any of its Subsidiaries has received any notice, warning letter or other communication from the FDA or any other governmental entity, which (i) contests the premarket clearance, licensure, registration, or approval of, the uses of, the distribution of, the manufacturing or packaging of, the testing of, the sale of, or the labeling and promotion of any FDA Product, (ii) withdraws its approval of, requests the recall, suspension, or seizure of, or withdraws or orders the withdrawal of advertising or sales promotional materials relating to, any FDA Product, (iii) imposes a clinical hold on any clinical investigation by the Company or any of its Subsidiaries, (iv) enjoins production at any facility of the Company or any of its Subsidiaries, (v) enters or proposes to enter into a consent decree of permanent injunction with the Company or any of its Subsidiaries, or (vi) otherwise alleges any violation of any laws, rules or regulations by the Company or any of its Subsidiaries, and which, either individually or in the aggregate, would have a Material Adverse Effect.   The properties, business and operations of the Company have been and are being conducted in accordance with all applicable laws, rules and regulations of the FDA, except for any such non-compliance that would not reasonably be expected to have a Material Adverse Effect.  The Company has not been informed by the FDA that the FDA will prohibit the marketing, sale, license or use in the United States of any product proposed to be developed, produced or marketed by the Company nor has the FDA expressed any concern as to approving or clearing for marketing any product being developed or proposed to be developed by the Company.

 

(nn) No Disqualification Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Purchasers a copy of any disclosures provided thereunder.

 

(oo) Other Covered Persons. The Company is not aware of any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities.

 

(pp) Notice of Disqualification Events. The Company will notify the Purchasers in writing, prior to the Closing Date of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person.

 

(qq) Survival. The foregoing representations and warranties shall survive the Closing Date.

 

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3.2 Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein):

 

(a) Organization; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) to the extent the indemnification provisions contained in this Agreement may be limited by applicable law and principles of public policy.

 

(b) Understandings or Arrangements. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to a registration statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

 

(c) Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which it exercises any Warrants or converts any shares of Preferred Stock it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under Section 15 of the Exchange Act. Such Purchaser has the authority and is duly and legally qualified to purchase and own the Securities. Such Purchaser is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof. Such Purchaser has provided the information in the Accredited Investor Questionnaire attached hereto as Exhibit E (the “Investor Questionnaire”). The information set forth on the signature pages hereto and the Investor Questionnaire regarding such Purchaser is true and complete in all respects. Except as disclosed in the Investor Questionnaire, such Purchaser has had no position, office or other material relationship within the past three years with the Company or Persons (as defined below) known to such Purchaser to be affiliates of the Company, and is not a member of the Financial Industry Regulatory Authority or an “associated person” (as such term is defined under the FINRA Membership and Registration Rules Section 1011).

 

(d) Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

 

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(e) Information on Company. Such Purchaser has been furnished with or has had access to the EDGAR Website of the Commission to the Company’s filings made with the Commission during the period from the date that is two years preceding the date hereof through the tenth business day preceding the Closing Date in which such Purchaser purchases Securities hereunder, including but not limited to the Company’s amended Annual Report on Form 10-K/A filed with the Commission on April 15, 2014 (hereinafter referred to collectively as the “Reports”).  Purchasers are not deemed to have any knowledge of any information not included in the Reports unless such information is delivered in the manner described in the next sentence.  In addition, such Purchaser may have received in writing from the Company such other information concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”). Such Purchaser believes that it has received all the information such Purchaser considers necessary or appropriate for deciding whether to purchase the Securities and considered all factors such Purchaser deems material in deciding on the advisability of investing in the Securities.  Such Purchaser was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable such Purchaser to evaluate the Securities; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to acquiring the Securities. Such Purchaser acknowledges that it is not relying on any statements or representations of the Company or its agents for legal advice with respect to this investment or the transactions contemplated by this Agreement or the Transaction Documents.

 

(f) Compliance with Securities Act; Reliance on Exemptions. Such Purchaser understands and agrees that the Securities have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act, and that such Securities must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration. Such Purchaser understands and agrees that the Securities are being offered and sold to such Purchaser in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and regulations and that the Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of such Purchaser to acquire the Securities.

 

(g) Communication of Offer. Such Purchaser is not purchasing the Securities as a result of any “general solicitation” or “general advertising,” as such terms are defined in Regulation D, which includes, but is not limited to, any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or on the internet or broadcast over television, radio or the internet or presented at any seminar or any other general solicitation or general advertisement.

 

(h) No Governmental Review. Such Purchaser understands that no United States federal or state agency or any other governmental or state agency has passed on or made recommendations or endorsement of the Securities or the suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

 

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(i) No Conflicts. The execution, delivery and performance of this Agreement and performance under the other Transaction Documents and the consummation by such Purchaser of the transactions contemplated hereby and thereby or relating hereto or thereto do not and will not (i) result in a violation of such Purchaser’s charter documents, bylaws or other organizational documents, if applicable, (ii) conflict with nor constitute a default (or an event which with notice or lapse of time or both would become a default) under any agreement to which such Purchaser is a party, nor (iii) result in a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to such Purchaser or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, have a material adverse effect on such Purchaser). Such Purchaser is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement or perform under the other Transaction Documents nor to purchase the Securities in accordance with the terms hereof, provided that for purposes of the representation made in this sentence, such Purchaser is assuming and relying upon the accuracy of the relevant representations and agreements of the Company herein.

 

(j) Tax Liability. Such Purchaser has reviewed with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. Such Purchaser understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

 

(k) Survival. The foregoing representations and warranties shall survive the Closing Date.

 

The Company acknowledges and agrees that the representations contained in Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transaction contemplated hereby.

 

ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES

 

4.1 Transfer Restrictions.

 

(a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company at the Company’s expense, an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of a Purchaser under this Agreement.

 

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(b) The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following form:

 

[NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS [EXERCISABLE] [CONVERTIBLE]] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON [EXERCISE] [CONVERSION] OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required under the terms of such arrangement, such Purchaser may transfer pledge or secure Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities.

 

(c) Certificates evidencing the Underlying Shares shall not contain any legend (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the Effective Date if required by the Transfer Agent to effect the removal of the legend hereunder. If all or any shares of Preferred Stock are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time as such legend is no longer required under this Section 4.1(c), it will, no later than five Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with a restrictive legend (such fifth Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends (however, the Corporation shall use reasonable best efforts to deliver such shares within three (3) Trading Days). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4. In lieu of delivering physical certificates representing the unlegended shares, upon request of a Purchaser, so long as the certificates therefor do not bear a legend and the Purchaser is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the unlegended shares by crediting the account of Purchaser’s prime broker with the Depository Trust Company through its Deposit Withdrawal At Custodian system, provided that the Company’s Common Stock is DTC eligible and the Company’s transfer agent participates in the Deposit Withdrawal at Custodian system. Such delivery must be made on or before the Legend Removal Date.

 

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(d) In addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Underlying Shares (based on the VWAP of the Common Stock on the date such Securities are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section 4.1(c), $10 per Trading Day for each Trading Day after the Legend Removal Date (increasing to $20 per Trading Day after the tenth Trading Day) until such certificate is delivered without a legend. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Company’s failure to deliver certificates representing any Securities as required by the Transaction Documents, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

 

(e) In the event a Purchaser shall request delivery of unlegended shares as described in this Section 4.1 and the Company is required to deliver such unlegended shares, the Company may not refuse to deliver unlegended shares based on any claim that such Purchaser or anyone associated or affiliated with such Purchaser has not complied with Purchaser’s obligations under the Transaction Documents, or for any other reason, unless, an injunction or temporary restraining order from a court, on notice, restraining and or enjoining delivery of such unlegended shares shall have been sought and obtained by the Company and the Company has posted a surety bond for the benefit of such Purchaser in the amount of the greater of (i) 15% of the amount of the aggregate purchase price of the Underlying Shares which is subject to the injunction or temporary restraining order, or (ii) the VWAP of the Common Stock on the trading day before the issue date of the injunction multiplied by the number of unlegended shares to be subject to the injunction, which bond shall remain in effect until the completion of arbitration/’litigation of the dispute and the proceeds of which shall be payable to such Purchaser to the extent Purchaser obtains judgment in Purchaser’s favor.

 

(f) Buy-In. In addition to any other rights available to Purchaser, if the Company fails to deliver to a Purchaser unlegended shares as required pursuant to this Agreement and after the Legend Removal Date the Purchaser, or a broker on the Purchaser’s behalf, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Purchaser of the shares of Common Stock which the Purchaser was entitled to receive in unlegended form from the Company (a “Buy-In”), then the Company shall promptly pay in cash to the Purchaser (in addition to any remedies available to or elected by the Purchaser) the amount, if any, by which (A) the Purchaser’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate purchase price of the shares of Common Stock delivered to the Company for reissuance as unlegended shares together with interest thereon at a rate of 15% per annum accruing until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example, if a Purchaser purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to $10,000 of purchase price of Shares delivered to the Company for reissuance as unlegended shares, the Company shall be required to pay the Purchaser $1,000, plus interest, if any. The Purchaser shall provide the Company written notice indicating the amounts payable to the Purchaser in respect of the Buy-In.

 

(g) Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company that such Purchaser will sell the Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a registration statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing Securities as set forth in this Section 4.1 is predicated upon the Company’s reliance upon this understanding.

 

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4.2 Acknowledgment of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations under the Transaction Documents, including, without limitation, its obligation to issue the Underlying Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.

 

4.3 Furnishing of Information; Public Information.

 

(a) Until no Purchaser owns any Securities, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act and file such reports even if the Company is not then subject to the reporting requirements of the Exchange Act.

 

(b) At any time commencing on the Closing Date and ending at such time that all of the Securities may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) (a “Public Information Failure”) then, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Securities, an amount in cash equal to two percent (2.0%) of the aggregate Stated Value of Preferred Stock held by such Purchaser on the day of a Public Information Failure and on every thirtieth (30th) day (pro-rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is no longer required for the Purchasers to transfer the Underlying Shares pursuant to Rule 144. The payments to which a Purchaser shall be entitled pursuant to this Section 4.3(b) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Public Information Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Public Information Failure, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.

 

4.4 Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

 

4.5 Conversion and Exercise Procedures. Each of the form of Notice of Exercise included in the Warrants and the form of Notice of Conversion included in the Certificate of Designation set forth the totality of the procedures required of the Purchasers in order to exercise the Warrants or convert the Preferred Stock. No additional legal opinion, other information or instructions shall be required of the Purchasers to exercise their Warrants or convert their Preferred Stock. The Company shall honor exercises of the Warrants and conversions of the Preferred Stock and shall deliver Underlying Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.

 

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4.6 Securities Laws Disclosure; Publicity. The Company shall, by 9:00 a.m. (New York City time) on the third (3rd) Trading Day immediately following each Closing Date, issue a press release disclosing the material terms of the transactions contemplated hereby, and shall file a Current Report on Form 8-K including the Transaction Documents as exhibits thereto within one Business Day of the date hereof. From and after the issuance of such press release and Form 8-K, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market unless the name of such Purchaser is already included in the body of the Transaction Documents, without the prior written consent of such Purchaser, except: (a) as required by federal or state securities law in connection with the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).

 

4.7 Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

 

4.8 Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company covenants and agrees that neither it, nor any other Person acting on its behalf, will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have entered into a written agreement with the Company regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.

 

4.9 Use of Proceeds. Except as set forth on Schedule 4.9 attached hereto, the Company shall use the net proceeds from the sale of the Securities hereunder for corporate and working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices), (b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations. The proceeds of the offering will be employed by the Company substantially for the purposes set forth on Schedule 4.9.

 

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4.10 Indemnification of Purchasers. Subject to the provisions of this Section 4.10, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser’s Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of its representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence, willful misconduct or malfeasance. The indemnification required by this Section 4.10 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred however, each Purchaser Party who receives such interim payment agrees to reimburse the Company for any such payment made by the Company to such Purchaser Party if it is finally determined in such action or proceeding that such Purchaser Party is not entitled to indemnification pursuant to this Section 4.10. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

 

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4.11 Reservation and Listing of Securities.

 

(a) The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents, but not less than the Required Minimum.

 

(b) If, on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum on such date, then the Board of Directors shall amend the Company’s certificate or articles of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such time, as soon as possible and in any event not later than the 60th day after such date.

 

(c) The Company hereby agrees to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with each Closing, the Company shall apply to list or quote all of the Underlying Shares at least equal to the Required Minimum on such Trading Market and promptly secure the listing of all of the Underlying Shares at least equal to the Required Minimum on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Underlying Shares at least equal to the Required Minimum, and will take such other action as is necessary to cause all of the Underlying Shares at least equal to the Required Minimum to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action necessary to continue the listing or quotation and trading of its Common Stock on a Trading Market until the later of (i) at least five years after the Closing Date, and (ii) for so long as the Warrants are outstanding, and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Trading Market at least until five years after the Closing Date and for so long as the Warrants are outstanding. In the event the aforedescribed listing is not continuously maintained for five years after the Closing Date (a “Listing Default”), then in addition to any other rights the Purchasers may have hereunder or under applicable law, on the first day of a Listing Default and on each monthly anniversary of each such Listing Default date (if the applicable Listing Default shall not have been cured by such date) until the applicable Listing Default is cured, the Company shall pay to each Purchaser an amount in cash, as partial liquidated damages and not as a penalty, equal to 2% of the aggregate Subscription Amount and purchase price of Warrant Shares held by such Purchaser on the day of a Listing Default and on every thirtieth day (pro-rated for periods less than thirty days) thereafter until the date such Listing Default is cured. If the Company fails to pay any liquidated damages pursuant to this Section in a timely manner, the Company will pay interest thereon at a rate of 1.5% per month (pro-rated for partial months) to the Purchaser.

 

4.12 Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchasers at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser.

 

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4.13 Subsequent Equity Sales. Without prior written approval from Holder, from the date hereof until such time as the Preferred Stock and Warrants are no longer outstanding, the Company will not, without the consent of the Purchasers, enter into any Equity Line of Credit or similar agreement, nor issue nor agree to issue any common stock, floating or Variable Priced Equity Linked Instruments nor any of the foregoing or equity with price reset rights (subject to adjustment for stock splits, distributions, dividends, recapitalizations and the like) (collectively, the “Variable Rate Transaction”).   For purposes hereof, “Equity Line of Credit” shall include any transaction involving a written agreement between the Company and an investor or underwriter whereby the Company has the right to “put” its securities to the investor or underwriter over an agreed period of time and at an agreed price or price formula, and “Variable Priced Equity Linked Instruments” shall include: (A) any debt or equity securities which are convertible into, exercisable or exchangeable for, or carry the right to receive additional shares of Common Stock either (1) at any conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for Common Stock at any time after the initial issuance of such debt or equity security, or (2) with a fixed conversion, exercise or exchange price that is subject to being reset at some future date at any time after the initial issuance of such debt or equity security due to a change in the market price of the Company’s Common Stock since date of initial issuance, and (B) any amortizing convertible security which amortizes prior to its maturity date, where the Company is required or has the option to (or any investor in such transaction has the option to require the Company to) make such amortization payments in shares of Common Stock which are valued at a price that is based upon and/or varies with the trading prices of or quotations for Common Stock at any time after the initial issuance of such debt or equity security (whether or not such payments in stock are subject to certain equity conditions).  For purposes of determining the total consideration for a convertible instrument (including a right to purchase equity of the Company) issued, subject to an original issue or similar discount or which principal amount is directly or indirectly increased after issuance, the consideration will be deemed to be the actual cash amount received by the Company in consideration of the original issuance of such convertible instrument. Until twenty-four (24) months after the Closing Date, the Company will not issue any Common Stock or Common Stock Equivalents to officers, directors, employees, consultants and service providers of the Company except in the amounts and on the terms set forth on Schedule 4.13. Except as may be issued to the Purchasers pursuant to this Agreement, the Company will not issue or reissue any Preferred Stock. For so long as Preferred Stock or Warrants are outstanding, the Company will not amend the terms of any securities or Common Stock Equivalents or of any agreement outstanding or in effect as of the date of this Agreement pursuant to which same were or may be acquired nor issue any Common Stock or Common Stock Equivalents, if such issuance or the result of such amendment would be at an effective price per share of Common Stock less than the higher of the Conversion Price or Warrant Exercise Price in effect at the time of such lower price issuance or amendment or would be issued or made on terms more favorable to such other holder or recipient than the Purchaser, with respect to the terms of the offering pursuant to the Transaction Documents.

 

4.14 Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of this Agreement unless the same consideration is also offered on a ratable basis to all of the parties to this Agreement. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of Securities or otherwise.

 

4.15 Capital Changes. Until the one year anniversary of the Closing Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without 10 days prior written notice to the Purchasers, unless such reverse split is made in conjunction with the listing of the Common Stock on a national securities exchange.

 

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4.16 Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales, of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release or Form 8-K as described in Section 4.6.  Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release or Form 8-K as described in Section 4.6, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedules. Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release or Form 8-K as described in Section 4.6, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced in a press release or pursuant to the Form 8-K as described in Section 4.6 and (iii) no Purchaser shall have any duty of confidentiality to the Company or its Subsidiaries after the filing of the Form 8-K or disclosed in the initial press release as described in Section 4.6.  Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

 

4.17 Participation in Future Financing.

 

(a) Subject to the rights granted to the Purchasers pursuant to the Prior Funding SPA, from the date hereof until the date that is the 24 month anniversary of the final Additional Closing Date, upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of Common Stock (which may include extending such rights offering to holders of Preferred Stock) or (ii) an Exempt Issuance, (a “Subsequent Financing”), each Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing (the “Participation Maximum”) on the same terms, conditions and price provided for in the Subsequent Financing, unless the Subsequent Financing is an underwritten public offering, in which case the Company shall offer each Purchaser the right to participate in such public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount of such public offering.

 

(b) At least seven (7) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public information. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment.

 

(c) Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice that the Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation, and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such fifth (5th) Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate.

 

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(d) If by 5:30 p.m. (New York City time) on the fifth (5th ) Trading Day after all of the Purchasers have received the Pre-Notice, notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may affect the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.

 

(e) If by 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after all of the Purchasers have received the Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation Maximum.  “Pro Rata Portion” means the ratio of (x) the Subscription Amount of shares of Preferred Stock and Warrants purchased hereunder by a Purchaser participating under this Section 4.17 and (y) the sum of the aggregate Subscription Amounts of Securities purchased hereunder by all Purchasers participating under this Section 4.17.

 

(f) The Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of participation set forth above in this Section 4.17, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Trading Days after the date of the initial Subsequent Financing Notice.

 

(g) The Company and each Purchaser agree that if any Purchaser elects to participate in the Subsequent Financing, the transaction documents related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree to any restrictions on trading as to any of the Securities purchased hereunder (for avoidance of doubt, the securities purchased in the Subsequent Financing shall not be considered securities purchased hereunder) or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, this Agreement, without the prior written consent of such Purchaser.

 

(h) Notwithstanding anything to the contrary in this Section 4.17 and unless otherwise agreed to by such Purchaser, the Company shall either confirm in writing to such Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that such Purchaser will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by such Purchaser, such transaction shall be deemed to have been abandoned and such Purchaser shall not be deemed to be in possession of any material, non-public information with respect to the Company or any of its Subsidiaries.

 

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4.18 Reimbursement. If any Purchaser becomes involved in any capacity in any Proceeding by or against any Person who is a stockholder of the Company (except as a result of sales, pledges, margin sales and similar transactions by such Purchaser to or with any current stockholder), solely as a result of such Purchaser’s acquisition of the Securities under this Agreement, the Company will reimburse such Purchaser for its reasonable legal and other expenses (including the cost of any investigation preparation and travel in connection therewith) incurred in connection therewith, as such expenses are incurred. The reimbursement obligations of the Company under this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners, directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Purchasers and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates, partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims on behalf of or in right of the Company solely as a result of acquiring the Securities under this Agreement.

 

4.19 DTC Program. At all times that Warrants are outstanding, the Company will employ as the transfer agent for the Common Stock and Warrant Shares a participant in the Depository Trust Company Automated Securities Transfer Program and cause the Common Stock to be transferable pursuant to such program.

 

4.20 Piggy-Back Registrations. If at any time after the Closing Date there is not an effective registration statement covering all of the Underlying Shares and the Company determines to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, but excluding Forms S-4 or S-8 and similar forms which do not permit such registration, then the Company shall send to each holder of any of the Securities written notice of such determination and, if within ten (10) business days after receipt of such notice, any such holder shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying Shares such holder requests to be registered and which inclusion of such Underlying Shares will be subject to customary underwriter cutbacks applicable to all holders of registration rights and minimum cutbacks in accordance with guidance provided by the Commission (including, but not limited to, Rule 415). The obligations of the Company under this Section may be waived by any holder of any of the Securities entitled to registration rights under this Section 4.20. The holders whose Underlying Shares are included or required to be included in such registration statement are granted the same rights, benefits, liquidated or other damages and indemnification granted to other holders of securities included in such registration statement. In no event shall the liability of any holder of Securities or permitted successor in connection with any Underlying Shares included in any such registration statement be greater in amount than the dollar amount of the net proceeds actually received by such holder upon the sale of the Underlying Shares sold pursuant to such registration or such lesser amount in proportion to all other holders of securities included in such registration statement. All expenses incurred by the Company in complying with Section 4.20, including, without limitation, all registration and filing fees, printing expenses (if required), fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or “blue sky” laws, fees of the FINRA, transfer taxes, and fees of transfer agents and registrars, are called “Registration Expenses.” All underwriting discounts and selling commissions applicable to the sale of Registrable Securities and legal expenses of such holders are called "Selling Expenses." The Company will pay all Registration Expenses in connection with the registration statement under Section 4.20. Selling Expenses in connection with each registration statement under Section 4.20 shall be borne by the holder and will be apportioned among such holders in proportion to the number of Shares included therein for a holder relative to all the securities included therein for all selling holders, or as all holders may agree. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Underlying Shares of a particular holder that such holder shall furnish to the Company in writing such information and representation letters, including a completed form of a securityholder questionnaire, with respect to itself and the proposed distribution by it as the Company may reasonably request to assure compliance with federal and applicable state securities laws.

 

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4.21 Maintenance of Property. The Company shall keep all of its property, which is necessary or useful to the conduct of its business, in good working order and condition, ordinary wear and tear excepted.

 

4.22 Indebtedness. For so long as any Preferred Stock is outstanding, the Company will not incur any Indebtedness.

 

4.23 Preservation of Corporate Existence. The Company shall for itself and each Subsidiary, preserve and maintain its corporate existence, rights, privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a whole.

 

4.24 Waiver. In order to facilitate the offering described in this Agreement and the other Transaction Documents, Purchasers waive the restrictions and prohibitions, to the extent they may be applicable, contained in Sections 4.4 and 4.13 of the Prior Funding SPA and further exclude the offering described in this Agreement from the definition of ‘Subsequent Financing’ as such term is defined in the Prior Funding SPA.

 

4.25 Consent. Provided a Closing occurs, with respect only to the offering made pursuant to the Transaction Documents, the Purchasers by executing this Agreement waive the restrictions contained in Section 4.13 of the Prior Funding SPA and the Company’s strict compliance with the terms of Section 4.17 of the Prior Funding SPA. The Purchasers consent to the amendment of the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock to the form annexed hereto as Exhibit F.

 

ARTICLE V.

MISCELLANEOUS

 

5.1 Termination.  This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before December 31, 2014; provided, however, that such termination will not affect the right of any party to sue for any breach by any other party (or parties).

 

5.2 Fees and Expenses. At the Closing, the Company has agreed to pay G&M for the Purchasers’ legal fees in connection with the Closing in the amount of $15,000, of which $5,000 has been paid, which shall be paid from Escrow upon Closing. Except as expressly set forth in the Transaction Documents, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any conversion or exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

 

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5.3 Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

 

5.4 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be: (i) if to the Company, to: Oxysure Systems, Inc., 10880 John W. Elliott Drive, Suite 600, Frisco, TX 75033, Attn: Julian Ross, Chief Executive Officer, facsimile: 972-294-6501, with a copy by fax only to (which shall not constitute notice): Horzepa Spiegel & Associates PC,802 Lovett Boulevard, Houston, Texas 77006, Attn: Joseph Horzepa, Esq., facsimile: (713) 861-2301, and (ii) if to the Purchasers, to: the addresses and fax numbers indicated on the signature pages hereto, with an additional copy by fax only to (which shall not constitute notice): Grushko & Mittman, P.C., 515 Rockaway Avenue, Valley Stream, New York 11581, facsimile: (212) 697-3575.

 

5.5 Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the Purchasers holding at least a majority in interest of the component of the affected Securities then outstanding or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

 

5.6 Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

 

5.7 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser. Following the Closing, any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”

 

5.8 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.10.

 

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5.9 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.10, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

 

5.10 Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

 

5.11 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

 

5.12 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

 

5.13 Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may, at any time prior to the Company’s performance of such obligations, rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the case of a rescission of a conversion of the Preferred Stock or exercise of a Warrant, the applicable Purchaser shall be required to return any shares of Common Stock subject to any such rescinded conversion or exercise notice concurrently with the return to such Purchaser of the aggregate exercise price paid to the Company for such shares and the restoration of such Purchaser’s right to acquire such shares pursuant to such Purchaser’s Warrant (including, issuance of a replacement warrant certificate evidencing such restored right).

 

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5.14 Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

 

5.15 Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

 

5.16 Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

 

5.17 Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in force, in connection with any claim, action or proceeding that may be brought by any Purchaser in order to enforce any right or remedy under any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction Document, it is expressly agreed and provided that the total liability of the Company under the Transaction Documents for payments in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums in the nature of interest that the Company may be obligated to pay under the Transaction Documents exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to the Transaction Documents is increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to the Transaction Documents from the Closing Date thereof forward, unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to any Purchaser with respect to indebtedness evidenced by the Transaction Documents, such excess shall be applied by such Purchaser to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to be at such Purchaser’s election.

 

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5.18 Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to communicate with the Company through G&M. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

 

5.19 Liquidated Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due and payable shall have been canceled.

 

5.20 Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

 

5.21 Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

 

5.22 WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

 

(Signature Pages Follow)

 

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IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

 

Oxysure Systems, Inc.

Address for Notice:

 

10880 John W. Elliott Drive

Suite 600 Frisco, TX 75033

Fax: 972-294-6501

By:    
  Name: Julian Ross  
  Title: Chief Executive Officer  
     
 

With a copy to (which shall not constitute notice):

 

Horzepa Spiegel & Associates PC

802 Lovett Boulevard

Houston, Texas 77006

Attn: Joseph Horzepa, Esq.

Fax: (713) 861-2301

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]

 

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[PURCHASER SIGNATURE PAGE TO Oxysure Systems, Inc.

SECURITIES PURCHASE AGREEMENT]

 

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

 

Name of Purchaser:  

 

Signature of Authorized Signatory of Purchaser:   

 

Name of Authorized Signatory:   

 

Title of Authorized Signatory:   

 

Email Address of Authorized Signatory:   

 

Facsimile Number of Authorized Signatory:   

 

Address for Notice to Purchaser:   

 

Address for Delivery of Securities to Purchaser (if not same as address for notice):

 

 

 

 

 

 

 

 

 

 

Subscription Amount: US$________________

 

Preferred Stock: ___________________ Shares

 

Warrants ___________________

 

EIN Number, if applicable, will be provided under separate cover:   

 

 

[SIGNATURE PAGES CONTINUE]

 

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EXHIBIT E

 

ACCREDITED INVESTOR QUESTIONNAIRE

IN CONNECTION WITH INVESTMENT IN PREFERRED STOCK AND WARRANTS

OF OXYSURE SYSTEMS, INC., A DELAWARE CORPORATION

PURSUANT TO SECURITIES PURCHASE AGREEMENT DATED DECEMBER___, 2014

 

TO : Oxysure Systems, Inc.

10880 John W. Elliott Drive, Suite 600

Frisco, TX 75033

Fax: 972-294-6501

 

INSTRUCTIONS

 

PLEASE ANSWER ALL QUESTIONS. If the appropriate answer is “None” or “Not Applicable”, so state. Please print or type your answers to all questions. Attach additional sheets if necessary to complete your answers to any item.

 

Your answers will be kept strictly confidential at all times. However, Oxysure Systems, Inc. (the “Company”) may present this Questionnaire to such parties as it deems appropriate in order to assure itself that the offer and sale of securities of the Company will not result in a violation of the registration provisions of the Securities Act of 1933, as amended, or a violation of the securities laws of any state.

 

1. Please provide the following information:

 

Name:

 

Name of additional purchaser:  
(Please complete information in Question 5)

 

Date of birth, or if other than an individual, year of organization or incorporation:

 

 

 

 

 

 

 

2. Residence address, or if other than an individual, principal office address:

 

 

 

 

 

 

 

 

 

 

Telephone number:  
   
Social Security Number:  
   
Taxpayer Identification Number:   

 

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3. Business address:  

 

 

 

 

 

 

 

Business telephone number:  

 

4. Send mail to:                      Residence ______                                      Business _______

 

5. With respect to tenants in common, joint tenants and tenants by the entirety, complete only if information differs from that above:

 

Residence address:  

 

 

 

 

 

 

 

Telephone number:  

 

Social Security Number:     
   
Taxpayer Identification Number:  
   
Business address:  

 

 

 

 

 

 

 

Business telephone number:  

 

  Send mail to:                      Residence ______                                      Business _______

 

6. Please describe your present or most recent business or occupation and indicate such information as the nature of your employment, how long you have been employed there, the principal business of your employer, the principal activities under your management or supervision and the scope (e.g. dollar volume, industry rank, etc.) of such activities:

 

 

 

 

 

 

 

 

 

 

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7. Please state whether you (i) are associated with or affiliated with a member of the Financial Industry Regulatory Association, Inc. (“FINRA”), (ii) are an owner of stock or other securities of FINRA member (other than stock or other securities purchased on the open market), or (iii) have made a subordinated loan to any FINRA member:

 

         
  Yes   No  

 

If you answered yes to any of (i) – (iii) above, please indicate the applicable answer and briefly describe the facts below:

 

 

 

 

 

 

 

 

 

 

8A. Applicable to Individuals ONLY. Please answer the following questions concerning your financial condition as an “accredited investor” (within the meaning of Rule 501 of Regulation D). If the purchaser is more than one individual, each individual must initial an answer where the question indicates a “yes” or “no” response and must answer any other question fully, indicating to which individual such answer applies. If the purchaser is purchasing jointly with his or her spouse, one answer may be indicated for the couple as a whole:

 

8.1 Does your net worth* (or joint net worth with your spouse) exceed $1,000,000?

 

         
  Yes   No  

 

8.2 Did you have an individual income** in excess of $200,000 or joint income together with your spouse in excess of $300,000 in each of the two most recent years (2012 and 2013) and do you reasonably expect to reach the same income level in the current year (2014)?

 

         
  Yes   No  

 

8.3 Are you an executive officer of the Company?

 

         
  Yes   No  

 

* For purposes hereof, net worth shall be deemed to include ALL of your assets, liquid or illiquid MINUS any liabilities.

 

** For purposes hereof, the term “income” is not limited to “adjusted gross income” as that term is defined for federal income tax purposes, but rather includes certain items of income which are deducted in computing “adjusted gross income”. For investors who are salaried employees, the gross salary of such investor, minus any significant expenses personally incurred by such investor in connection with earning the salary, plus any income from any other source including unearned income, is a fair measure of “income” for purposes hereof. For investors who are self-employed, “income” is generally construed to mean total revenues received during the calendar year minus significant expenses incurred in connection with earning such revenues.

 

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8.B Applicable to Corporations, Partnerships, Trusts, Limited Liability Companies and other Entities ONLY:

 

The purchaser is an accredited investor because the purchaser falls within at least one of the following categories (Check all appropriate lines):

 

___(i) a bank as defined in Section 3(a)(2) of the Act or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity;

 

___(ii) a broker-dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended;

 

___(iii) an insurance company as defined in Section 2(13) of the Act;

 

___(iv) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Act”) or a business development company as defined in Section 2(a)(48) of the Investment Act;

 

___(v) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended;

 

___(vi) a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, where such plan has total assets in excess of $5,000,000;

 

___(vii) an employee benefit plan within the meaning of Title 1 of the Employee Retirement Income Security Act of 1974, as amended (the “Employee Act”), where the investment decision is made by a plan fiduciary, as defined in Section 3(21) of the Employee Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or an employee benefit plan that has total assets in excess of $5,000,000, or a self-directed plan the investment decisions of which are made solely by persons that are accredited investors;

 

___(viii) a private business development company, as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended;

 

46
 

 

___(ix) an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

 

___(x) a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a “sophisticated” person, as described in Rule 506(b)(2)(ii) promulgated under the Act, who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment;

 

___(xi) an entity in which all of the equity investors are persons or entities described above (“accredited investors”). ALL EQUITY OWNERS MUST COMPLETE “EXHIBIT A” ATTACHED HERETO.

 

9.A Do you have sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks associated with investing in the Company?

 

         
  Yes   No  

 

ANSWER QUESTION 9B ONLY IF THE ANSWER TO QUESTION 9A WAS “NO.”

 

9.B If the answer to Question 9A was “NO,” do you have a financial or investment adviser (a) that is acting in the capacity as a purchaser representative and (b) who has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks associated with investing in the Company?

 

         
  Yes   No  

 

If you have a financial or investment adviser(s), please identify each such person and indicate his or her business address and telephone number in the space below. (Each such person must complete, and you must review and acknowledge, a separate Purchaser Representative Questionnaire which will be supplied at your request).

 

 

 

 

 

 

 

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10. You have the right, will be afforded an opportunity, and are encouraged to investigate the Company and review relevant factors and documents pertaining to the officers of the Company, and the Company and its business and to ask questions of a qualified representative of the Company regarding this investment and the properties, operations, and methods of doing business of the Company.

 

Have you or has your purchaser representative, if any, conducted any such investigation, sought such documents or asked questions of a qualified representative of the Company regarding this investment and the properties, operations, and methods of doing business of the Company?

 

         
  Yes   No  

 

If so, briefly describe:  

 

 

 

 

If so, have you completed your investigation and/or received satisfactory answers to your questions?

 

         
  Yes   No  

 

11. Do you understand the nature of an investment in the Company and the risks associated with such an investment?

 

         
  Yes   No  

 

12. Do you understand that there is no guarantee of any financial return on this investment and that you will be exposed to the risk of losing your entire investment?

 

         
  Yes   No  

 

13. Do you understand that this investment is not liquid?

 

         
  Yes   No  

 

14. Do you have adequate means of providing for your current needs and personal contingencies in view of the fact that this is not a liquid investment?

 

         
  Yes   No  

 

15. Are you aware of the Company’s business affairs and financial condition, and have you acquired all such information about the Company as you deem necessary and appropriate to enable you to reach an informed and knowledgeable decision to acquire the Interests?

 

         
  Yes   No  

 

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16. Do you have a “pre-existing relationship” with the Company or any of the officers of the Company?

 

         
  Yes   No  

 

(For purposes hereof, “pre-existing relationship” means any relationship consisting of personal or business contacts of a nature and duration such as would enable a reasonably prudent investor to be aware of the character, business acumen, and general business and financial circumstances of the person with whom such relationship exists.)

 

If so, please name the individual or other person with whom you have a pre-existing relationship and describe the relationship:

 

 

 

 

 

 

 

17. Exceptions to the representations and warranties made in Section 3.2 of the Securities Purchase Agreement (if no exceptions, write “none” – if left blank, the response will be deemed to be “none”): _______________________________

 

 

 

 

Dated: _______________, 2014

 

If purchaser is one or more individuals (all individuals must sign):

 

 

 

(Type or print name of prospective purchaser)

 

 

 

Signature of prospective purchaser

 

 

 

Social Security Number

 

 

 

(Type or print name of additional purchaser)

 

 

 

Signature of spouse, joint tenant, tenant in common or other signature, if required

 

 

 

Social Security Number

 

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Annex A

 

Definition of Accredited Investor

 

The securities will only be sold to investors who represent in writing in the Securities Purchase Agreement that they are accredited investors, as defined in Regulation D, Rule 501 under the Act which definition is set forth below:

 

1. A natural person whose net worth, or joint net worth with spouse, at the time of purchase exceeds $1 million (excluding home); or

 

2. A natural person whose individual gross income exceeded $200,000 or whose joint income with that person’s spouse exceeded $300,000 in each of the last two years, and who reasonably expects to exceed such income level in the current year; or

 

3. A trust with total assets in excess of $5 million, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person described in Regulation D; or

 

4. A director or executive officer of the Company; or

 

5. The investor is an entity, all of the owners of which are accredited investors; or

 

6. (a) bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act, (b) any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, (c) an insurance Company as defined in Section 2(13) of the Act, (d) an investment Company registered under the Investment Company Act of 1940 or a business development Company as defined in Section 2(a)(48) of such Act, (e) a Small Business Investment Company licensed by the United States Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, (f) an employee benefit plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, if such plan has total assets in excess of $5 million, (g) an employee benefit plan within the meaning of Title I of the Employee Retirement Income Securities Act of 1974, and the employee benefit plan has assets in excess of $5 million, or the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, that is either a bank, savings and loan institution, insurance Company, or registered investment advisor, or, if a self-directed plan, with an investment decisions made solely by persons that are accredited investors, (h) a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, or (i) an organization described in Section 501(c)(3) of the Internal Revenue code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with assets in excess of $5 million.

 

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EXHIBIT “A” TO ACCREDITED INVESTOR QUESTIONNAIRE

 

ACCREDITED CORPORATIONS, PARTNERSHIPS, LIMITED LIABILITY COMPANIES, TRUSTS OR OTHER ENTITIES INITIALING QUESTION 8B(xi) MUST PROVIDE THE FOLLOWING INFORMATION.

 

I hereby certify that set forth below is a complete list of all equity owners in __________________ [NAME OF ENTITY], a                                                [TYPE OF ENTITY] formed pursuant to the laws of the State of                                     . I also certify that EACH SUCH OWNER HAS INITIALED THE SPACE OPPOSITE HIS OR HER NAME and that each such owner understands that by initialing that space he or she is representing that he or she is an accredited individual investor satisfying the test for accredited individual investors indicated under “Type of Accredited Investor.”

 

   
  signature of authorized corporate officer, general partner or trustee

 

  Name of Equity Owner Type of Accredited Investor1

 

1.  
   
2.  
   
3.  
   
4.  
   
5.  
   
6.  
   
7.  
   
8.  
   
9.  
   
10.   

 

 

 

1 Indicate which Subparagraph of 8.1 - 8.3 the equity owner satisfies.

 

 

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 EX-10.27 6 f10k2014ex10xxvii_oxysure.htm FORM OF WARRANT ISSUED TO SECURITIES PURCHASE AGREEMENT

Exhibit 10.27

 

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

COMMON STOCK PURCHASE WARRANT

 

OXYSURE SYSTEMS, INC.

 

Warrant Shares: [REQUIRES COMPLETION] Initial Exercise Date: December ___, 2014

 

Warrant No: [REQUIRES COMPLETION]

  

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [REQUIRES COMPLETION] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the four (4) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Oxysure Systems, Inc., a Delaware corporation (the “Company”), up to [REQUIRES COMPLETION] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

 

Section 1.     Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Purchase Agreement”), dated December ___, 2014, among the Company and the purchasers signatory thereto.

 

Section 2.     Exercise.

 

a)   Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto. Within two (2) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. Notwithstanding anything herein to the contrary (although the Holder may surrender the Warrant to, and receive a replacement Warrant from, the Company), the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form within one (1) Trading Day of delivery of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

 

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b)   Exercise Price. The initial exercise price per share of the Common Stock under this Warrant shall be $1.20, subject to adjustment hereunder (the “Exercise Price”).

 

c)   Cashless Exercise. If at any time commencing 180 days after the Initial Exercise Date, there is no effective registration statement registering, or no current prospectus available for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised at the Holder’s election, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

 

(A) = the VWAP on the Trading Day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless exercise,” as set forth in the applicable Notice of Exercise;

 

(B) = the Exercise Price of this Warrant, as adjusted hereunder; and

 

(X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

 

Notwithstanding anything herein to the contrary, on the Termination Date, unless the Holder notifies the Company otherwise, if there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Shares by the Holder, then this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

 

2
 

 

d)   Mechanics of Exercise.

 

               i.            Delivery of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise and Rule 144 is available, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise, (B) surrender of this Warrant (if required) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid. The Company understands that a delay in the delivery of the Warrant Shares after the Warrant Share Delivery Date could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder for late issuance of Warrant Shares upon exercise of this Warrant the proportionate amount of $10 per Trading Day (increasing to $20 per Trading Day after the fifth (5th) Trading Day) after the Warrant Share Delivery Date for each $1,000 of Exercise Price of Warrant Shares for which this Warrant is exercised which are not timely delivered. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Warrant Shares by the Warrant Share Delivery Date, the Holder may revoke all or part of the relevant Warrant exercise by delivery of a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the exercise of the relevant portion of this Warrant, except that the liquidated damages described above shall be payable through the date notice of revocation or rescission is given to the Company.

 

               ii.            Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the certificate or certificates representing Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

 

               iii.          Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right, at any time prior to issuance of such Warrant Shares, to rescind such exercise.

 

3
 

 

               iv.           Compensation for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing the Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

 

               v.           No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

 

               vi.          Charges, Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise.

 

               vii.         Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

 

4
 

 

e)                  Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates.  Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding.  Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

 

5
 

 

Section 3.     Certain Adjustments.

 

a)    Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant or pursuant to any of the other Transaction Documents), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

 

b)    Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

 

c)    Pro Rata Distributions. If the Company, at any time while this Warrant is outstanding, shall distribute to all holders of Common Stock (and not to the Holder) evidences of its indebtedness or assets (including cash and cash dividends) or rights or warrants to subscribe for or purchase any security other than the Common Stock (which shall be subject to Section 3(b)), then in each such case the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the VWAP determined as of the record date mentioned above, and of which the numerator shall be such VWAP on such record date less the then per share fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith. In either case the adjustments shall be described in a statement provided to the Holder of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

 

6
 

 

d)    Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant) the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction that is (1) an all cash transaction, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the Exchange Act, or (3) a Fundamental Transaction involving a person or entity not traded on a national securities exchange or trading market (with such exchange or market including, without limitation, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market, The New York Stock Exchange, Inc., the NYSE or Amex), the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable concurrently with the consummation of the Fundamental Transaction, purchase this Warrant from the Holder by paying to the Holder the higher of (i) an amount of cash equal to the Black Scholes Value of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction, or (ii) the positive difference between the cash per share paid in such Fundamental Transaction minus the then in effect Exercise Price. “Black Scholes Value” means the value of the unexercised portion of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV” function on Bloomberg, L.P. (“Bloomberg”) determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

 

7
 

 

e)    Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

 

f)     Notice to Holder.

 

               i.            Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

 

               ii.            Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, to the extent that such information constitutes material non-public information (as determined in good faith by the Company) the Company shall follow the procedure described in Section 13 of the Subscription Agreement and shall deliver to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least fifteen (15) calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

 

Section 4.     Transfer of Warrant.

 

a)    Transferability. Subject to compliance with any applicable securities laws and the provisions of the Purchase Agreement, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

 

8
 

 

b)    New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

 

c)    Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

 

Section 5.     Miscellaneous.

 

a)    No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i).

 

b)    Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

 

c)    Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading Day.

 

9
 

 

d)    Authorized Shares.

 

The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

 

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

 

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

 

e)    Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Purchase Agreement.

 

f)     Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, or unless exercised in a cashless exercise when Rule 144 is available, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

 

g)    Non-waiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

 

10
 

 

h)    Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

 

i)     Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

 

j)     Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

 

k)    Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

 

l)     Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holders of not less than a majority of the outstanding Warrants issued pursuant to the Purchase Agreement.

 

m)   Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

 

n)    Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

 

********************

 

(Signature Page Follows)

 

11
 

 

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

 

  OXYSURE SYSTEMS, INC.
   
  By:  
   

Name: Julian T. Ross

Title:   CEO

 

12
 

 

NOTICE OF EXERCISE

 

To: OXYSURE SYSTEMS, INC.

 

(1)   The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

 

(2)   Payment shall take the form of (check applicable box):

 

☐ in lawful money of the United States; or

 

☐ [if permitted] the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

 

(3)   Please issue a certificate or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below:

 

_______________________________

 

(4)   After giving effect to this Notice of Exercise, the undersigned will not have exceeded the Beneficial Ownership Limitation.

 

The Warrant Shares shall be delivered to the following DWAC Account Number or by physical delivery of a certificate to:

 

_______________________________

 

_______________________________

 

_______________________________

  

[SIGNATURE OF HOLDER]

 

Name of Investing Entity: _______________________________________________________________________

 

Signature of Authorized Signatory of Investing Entity: _________________________________________________

 

Name of Authorized Signatory: ___________________________________________________________________

 

Title of Authorized Signatory: ____________________________________________________________________

 

Date: _______________________________________________________________________________________

 

 
 

 

ASSIGNMENT FORM

 

(To assign the foregoing warrant, execute
this form and supply required information.
Do not use this form to exercise the warrant.)

 

OXYSURE SYSTEMS, INC.

 

FOR VALUE RECEIVED, [____] all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to

 

   whose address is

 

 
 
 
 

 

Dated: ______________, _______

 

  Holder’s Signature:   
     
  Holder’s Address:  
     
     

 

Signature Guaranteed:   

 

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

 

 

 

 

 EX-10.29 7 f10k2014ex10xxix_oxysure.htm EXCLUSIVE DISTRIBUTION AGREEMENT

Exhibit 10.29

 

 

 

EXCLUSIVE DISTRIBUTION AGREEMENT

 

This Distribution Agreement (together with its related exhibits, the “Agreement”) is made and executed this                                          , (the “Effective Date”) by and between OXYSURE® SYSTEMS, INC. (“OxySure” or “OxySure®”), a Delaware, USA corporation with its primary place of business located at 10880 John W. Elliott Drive, Suite 600, Frisco, Texas, 75033 USA and AJAD MEDICAL (the “Distributor”), located                                                

 

OxySure® and Distributor intend to establish Distributor as a distributor of those products (the “Products”) identified in Exhibit A within the territory (the “Territory”) and channel (the “Channel”) identified in Exhibit B. Accordingly, OxySure® and Distributor agree as follows:

 

1.Appointment and Term

 

1.1For the term of this Agreement, OxySure® appoints Distributor as the exclusive distributor for the Products in the Territory and Channel. Distributor’s appointment is for an initial term of three (3) years from the Effective Date, renewable thereafter for successive one-year periods unless terminated in terms hereof.

 

1.2The appointment of Distributor is personal to Distributor and accordingly (a) the rights, duties and privileges of Distributor under this Agreement are not assignable in any way whatsoever without the prior written consent of OxySure.

 

2.Distributor Responsibilities

 

2.1Both parties acknowledge that open communications and the sharing of information are important to fully develop the market, gain insight into the market’s needs and develop appropriate market strategies. To this end, the parties agree to cooperate and openly communicate with each other in furtherance of these objectives.

 

2.2Distributor will use its best efforts to develop the Territory and Channel market and promote the sales of Products within the Territory and Channel. Distributor will not, without OxySure’s prior written consent, (a) either advertise the Products for sale or sell the Products outside the Territory or Channel, or (b) advertise the Products for sale inside the Territory or Channel if the Products are ultimately destined for delivery outside the Territory or Channel or to someone whom Distributor has reason to believe will use the Products or resell them outside the Territory or Channel.

 

2.3Distributor will maintain sufficient inventory of Products to enable the prompt delivery of Products to its Customers. On or before the fifth day of each month, Distributor shall provide OxySure with a six-month rolling forecast providing a reasonable estimate of the Products Distributor expects to sell over the subsequent six month period (the “Forecast”). In addition, Distributor must comply, at a minimum, with the Minimum Net Purchases requirement set forth in Section 4.

 

2.4Distributor will maintain an adequately trained sales organization, which will include at least one OxySure Product specialist, to enable Distributor to fulfill its obligations under Section 2.2 of this Agreement. Distributor will further maintain an organized and well stocked collection of technical and marketing information and materials for distribution to prospective Customers. Distributor shall cover the Territory and Channel with diligent, adequate and reasonable sales activities, including advertising, distribution of technical and sales materials, exhibitions, demonstrations and other methods of promoting sales of the Products. Distributor will bear all expenses incurred in connection with these activities.

 

OxySure® Distribution Agreement

Page 1 of 22
 

 

2.5Distributor will employ and maintain sufficiently trained personnel to provide technical support for the Products, such support including, but not being limited to, the use and limited maintenance of the Products. Distributor and OxySure will cooperate to ensure such personnel become and remain adequately trained and qualified pursuant to Section 3.2.

 

2.6Distributor will maintain a reasonable number of demonstration Products for demonstration to prospective and existing Customers. Distributors will not sell any demonstration Product(s) to a Customer.

 

2.7OxySure does not authorize Distributor to make, and Distributor will not make, any guaranty or warranty with respect to any Product. OxySure will provide all Product warranties, if any, directly and in writing to the Customer. Distributor will make no representations as to Product quality, performance, capabilities and the like except as OxySure expressly authorizes in writing, such as through published, product specifications.

 

2.8Distributor agrees to avoid all activities that might place Distributor in a position of adverse interest or divided loyalty with OxySure or Distributor’s obligations as defined herein.

 

2.9In addition to Section 8, Distributor will provide to OxySure upon discovery by Distributor and, on OxySure’s request, any information regarding:

 

  (a) the infringement, perceived infringement, unauthorized manufacture, use or marketing or misuse of OxySure’s intellectual property, Proprietary Information (as defined in Section 10 below), and/or Products;

 

(b)activities within the Territory or Channel marketplace that affect the sales of the Products;

 

(c)any inquiries or orders for any of the Products to be delivered outside the Territory or Channel or for delivery in the Territory or Channel for ultimate use outside the Territory or Channel;

 

(d)any observations concerning recurrent issues with the Products;

 

(e)any changes in the management or ownership of Distributor; and

 

(f)in the event Distributor learns of information relating to an alleged malfunction of or an infliction of an injury by a Product, Distributor shall promptly notify OxySure and provide all known information as well as assist OxySure in any reasonable investigation concerning such allegations. Distributor will abide by all Distributor-specific governmental reporting requirements as imposed by the United States Food and Drug Administration or any other relevant local, state or federal governmental body.

 

2.10Distributor will maintain information regarding the sale of each Product, including, but not limited to: Customer names and addresses, product identification information (including but not limited to lot numbers, batch numbers, SKU numbers, and expiration dates) and a description of the products provided. Distributor will also maintain all books of accounts, documents, correspondence, records, or the like, relating to any transaction involving the Products. In the event OxySure desires to communicate regulatory or other information to Customers, or otherwise notify Customers for any reason, Distributor will use the Customer information that it maintains to send such notice or communication on behalf of OxySure in a timely manner. Further, Distributor will make such Customer information available to OxySure to the extent necessary for OxySure to comply with relevant laws, rules, regulations, and judicial or administrative orders.

 

2.11Distributor shall furnish to OxySure copies of all proposed advertising, technical, sales, and other materials relating to the Products and refrain from using and/or discontinue the use of any such materials which in the sole opinion of OxySure are false or misleading or may subject OxySure to liability.

 

2.12Distributor agrees to carry out all of its obligations to OxySure promptly and in good faith. Time is of the essence in this Agreement.

 

2.13Distributor shall not take any action that may result in denigrating, tarnishing or otherwise adversely affecting the reputation or goodwill of OxySure. Without limiting the foregoing, Distributor agrees that it shall not (a) explicitly or implicitly misrepresent any feature or function of the Product, (b) make unauthorized claims or statements related to the Products, or (c) make any false statements related to the Product or OxySure.

 

OxySure® Distribution Agreement

Page 2 of 22
 

 

2.14In performing its obligations hereunder, Distributor shall comply with any and all relevant laws, rules, regulations, and restrictions, including, but not limited to, any that may be specifically applicable to the Products and the sale thereof.

 

2.15Distributor may not market, promote, distribute, advertise, offer, sell or otherwise provide any Product through a Web site, email communications, or other electronic method or medium unless each of the parties have executed the “Internet Distribution Attachment” attached to this Agreement. Notwithstanding the foregoing, Distributor may provide Product materials, pricing and invoices via email to a Customer, provided that such email communications are in response to direct Customer inquiries and are not part of a marketing or other promotional campaign or effort.

 

2.16Distributor shall, immediately upon the Effective Date pursue and obtain any and all regulatory approvals (“Regulatory Approvals”) required in the Territory for at least Part Numbers 615-00 and 615-01 illustrated in Exhibit A, at its own expense and cost. Any regulatory approvals will be applied for, issued and held in the name of OxySure Systems, Inc.

 

2.17 Intentionally omitted.

 

3. OxySure’s Responsibilities

 

3.1OxySure® will provide such technical and marketing information as OxySure deems appropriate, or upon Distributor’s request. Any applicable costs for printed materials shall be borne by Distributor, unless otherwise agreed by the parties.

 

3.2OxySure will provide training in the use, limited maintenance and technical aspects of the Products, including supplemental training relating to new products as such are introduced, at OxySure’s place of business identified hereinabove or as otherwise agreed by the parties. The cost of transportation, meals, and lodging during the training shall be borne by the Distributor. Further, OxySure will provide online or web-based training and support from time to time.

 

3.3OxySure will be under no obligation to Distributor to manufacture, sell or supply, or to continue to manufacture, sell or supply any of the Products, or to continue or modify any model or type of any of the Products.

 

3.4OxySure agrees to carry out all its obligations to the Distributor promptly and in good faith, and shall use commercially reasonable efforts to support Distributor’s authorized sales efforts in the Territory and Channel.

 

3.5OxySure will provide its best efforts to assist and support Distributor in obtaining the Regulatory Approvals.

 

3.6OxySure will provide its best efforts to assist and support Distributor in developing translations of marketing collateral, labels and other marketing materials

 

4. Minimum Net Purchases

 

Distributor shall purchase, in the specified period, no less than the amount of the Minimum Net Purchases (herein so called) set forth in Exhibit C. Exhibit C will be amended at the beginning of each Renewal Term, subject to continuation of this Agreement as provided herein, to reflect the agreed upon Minimum Net Purchases for the succeeding year. In the event the parties are unable to agree on the Minimum Net Purchases for any Renewal Term no less than thirty (30) days prior to the commencement of such Renewal Term, OxySure shall have the right, in its sole discretion, to establish the Minimum Net Purchases for such Renewal Term. In the event Distributor does not purchase the agreed upon Minimum Net Purchases in the Initial Term or any Renewal Term, Distributor shall be in default under this Agreement for cause.

 

OxySure® Distribution Agreement

Page 3 of 22
 

 

5. Products, Pricing, Packaging, Title

 

5.1OxySure may, in its sole discretion, effect any change with respect to a Product or amend the Products offerings set forth on Exhibit A, provided, that with respect to any material change (e.g., amending the Product offerings set forth on Exhibit A, OxySure shall provide Distributor with thirty (30) days prior written notice. OxySure will continue to honor orders for any Products removed from Exhibit A for three (3) months after the removal date provided (a) the orders are submitted to fill quotes outstanding on or before the date of removal of such Product(s), and (b) the removed Products have not been discontinued and are no longer available.

 

5.2Prices for Products will be as set forth on Exhibit G, as amended from time to time by OxySure’s official price list (“Product Price List”).

 

5.3Any suggested resale prices shown in the Product Price List are to be construed as a guideline only. The Distributor is free to determine its own resale prices of the Products. Notwithstanding the immediately preceding sentence, Distributor may not publish or display a price lower than the manufacturer suggested resale prices (MSRP) shown on the Product Price Lists on (a) any Internet site, unless the parties have executed the Internet Distribution Attachment set forth on Exhibit H, (b) any email advertisement, or (c) any newspaper, newsletter, magazine or other published source provided to more than 25 people. Further, Distributor will clearly state whether pricing is based on bulk or bundled purchases. Distributor shall avoid any pricing policies that would adversely affect the image of the Products.

 

5.4Distributor will abide by those terms for payment as set forth in Exhibit D.

 

5.5Any credits issued by OxySure will be handled as a separate financial transaction from the original invoice, and payments under the invoice may not be withheld or delayed because of any credit. Distributor shall not reduce any payment to OxySure to account for an anticipated, disputed or unauthorized credit. For credit, Distributor will submit a written credit request within thirty (30) days from the date of Distributor’s invoice for the related transaction. Any credit request will be based on the price shown on the then current Product Price List, or the actual net price paid by Distributor, whichever is lower. Upon notification by OxySure of a discrepancy in a credit request, Distributor has thirty (30) days to resolve such discrepancy and pay any amount due to OxySure.

 

5.6All Products shall be delivered to Distributor F.O.B. OxySure’s principal place of business.

 

6. Returns

 

Distributor may return Products in accordance with (a) any applicable limited warranty, if effective (see Section 7.1), or (b) the return policy set forth in Exhibit E. OxySure may amend or change its return policy upon thirty (30) days written notice to Distributor.

 

7. Limited Warranty and Warranty Service

 

7.1OxySure provides a Customer limited warranty for the Products. The terms of the Customer limited warranty are set forth in the documentation provided with the Products, a copy of such being provided in Exhibit F. Upon any amendment of or addition to the end user limited warranty, OxySure shall provide Distributor with written notice of such change. Distributor shall strictly comply with the terms and provisions of Section 2.7 relating to the issuance of warranties, guaranties or representations. OXYSURE MAKES NO OTHER WARRANTIES OF ANY KIND WHATSOEVER WITH REGARD TO THE PRODUCTS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

 

7.2Distributor shall not repair, attempt to repair, modify, attempt to modify, or the like, any Products. Distributor shall return any defective or allegedly defective Product to OxySure for assessment and repair (if applicable).

 

7.3For the purpose of technical support, OxySure hereby grants Distributor a license to use any OxySure-provided Proprietary Information supplied to carry out its obligations under this Agreement. Such Proprietary Information, or any copies or versions in any form or language, shall in all cases remain the property of OxySure. The confidentiality of such Proprietary Information is governed by Section 10.

 

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8. Reports and Audits

 

8.1COMMENCING DURING THE INITIAL TERM, DISTRIBUTOR WILL PROVIDE OXYSURE WRITTEN MONTHLY REPORTS, SUCH REPORTS TO INCLUDE, AT A MINIMUM, THE AMOUNT OF INVENTORY ON HAND, INDIVIDUAL CUSTOMER SALES OR DISTRIBUTION ACTIVITY AND SALES DATA FOR (A) THE PRECEDING MONTH AND (B) THE YEAR TO DATE, SUCH REPORT BEING PROVIDED BY THE 10TH DAY OF EACH MONTH.

 

8.2Distributor shall provide OxySure with an annual market survey and other written reports from time to time upon OxySure’s reasonable request and specification. Such reports shall address account strategies, account conditions, Customer feedback and evaluations, or other like information.

 

8.3OxySure may have an authorized OxySure representative, at OxySure’s expense, audit Distributor’s records concerning sales data and inventory records as such relates to the Products and any warranty service performed with respect to the Products and any components. Upon prior written notice, Distributor will provide reasonable access to such records during normal business hours at Distributor’s office or other site. Distributor agrees to maintain all such records for a minimum of five (5) years and, prior to destroying or disposing of any such records (whether before or after the expiration of five (5) years) Distributor shall provide OxySure with thirty (30) days’ written notice and afford OxySure the option to take possession of such records, at OxySure’s sole discretion.

 

9. Distributor’s Financial Condition

 

9.1At OxySure’s sole discretion, OxySure may withhold shipments due to Distributor’s general financial condition and/or conditions of Distributor’s account with OxySure. In the event Distributor is in arrears per Exhibit D, OxySure may elect to place Distributor on credit hold, meaning no shipments will be made from OxySure to Distributor until such arrearages are satisfied. In the event Distributor is in arrears for more than sixty (60) days, or if Distributor is placed on credit hold more than twice in any twelve (12) month period, OxySure may declare Distributor to be in breach of this Agreement.

 

9.2If Distributor is placed on credit hold, OxySure may ship direct to Customers. OxySure will provide Products to Customers at OxySure’s suggested resale price (unless OxySure is otherwise notified of a differing Distributor resale price) (the “Customer Price”). The Customer will be billed directly by OxySure. For shipments made to fulfill Customer orders submitted through Distributor, the difference between the Customer Price and the price OxySure sells to Distributor, from the then-current Product Price List, will be applied against any Distributor arrearages (“Withholding”). No amounts will be applied to arrearages if a Customer orders directly from OxySure or another distributor, even if Distributor typically services that Customer’s account. Neither Withholdings nor shipments to existing Customers under the limited scope of this provision will be construed as a breach of this Agreement. Direct shipments to Customers under this provision shall not relieve Distributor of any obligations to further develop the Territory, Channel or the accounts therein, or support those Customers to which the direct shipments are made.

 

9.3In the even OxySure elects to establish a credit account for the Distributor, Distributor will provide OxySure with credit data sufficient to establish Distributor’s credit-worthiness. The decision to offer such a credit account or to decline to establish such an account upon review of Distributor’s credit data is in the sole discretion of OxySure. OxySure may periodically review Distributor’s credit worthiness and may withdraw any credit approval at any time, at OxySure’s sole discretion.

 

9.4Distributor agrees to execute a UCC-1 financing statement, or similar instrument, for the purposes of indicating OxySure’s financial interest in any outstanding account. OxySure shall have the sole responsibility of filing such financing statement or similar instrument.

 

10. Confidentiality/Non-Competition

 

10.1During the term of this Agreement, Distributor and its employees may have access to OxySure’s Proprietary Information, such information, whether written or oral, being of a nature that OxySure desires to protect against unauthorized use or disclosure. The term “Proprietary Information” shall include, but is not limited to, information relating to research, marketing, developments, inventions, product lines, design, purchasing, finances and financial affairs, accounting, merchandising, selling, engineering, employees, Customers, consultants, trade secrets, business practices, merchandise resources, supply resources, service resources, system designs, procedure manuals, or pricing relating to the Products. The term Proprietary Information does not include any information which is: (a) in the public domain or that enters the public domain without a breach of this Agreement; (b) known by the receiving party prior to the disclosure; or (c) disclosed by a third party unrelated to or not in breach of this Agreement, or subject to some other confidentiality agreement.

 

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10.2Distributor will treat all Proprietary Information as proprietary and confidential. Distributor shall not disclose any Proprietary Information to anyone other than its own employees, directors, and consultants. Distributor shall further use reasonable efforts to prevent any unauthorized use or disclosure, including, but not limited to, restricting access to the Information within its organization to those having a need to know and ensuring that everyone to whom it makes a disclosure complies with this Agreement by entering into an agreement that imposes a like obligation with each person to which a disclosure is made. Distributor will not disclose any information to any party not enumerated above without obtaining prior written consent from OxySure.

 

10.3Without the prior written authorization of OxySure, Distributor agrees that during the term of this Agreement and for a period of one (1) year thereafter, without regard to the party terminating this Agreement or the reason for termination, if any, Distributor (which includes its employees, directors, officers, and consultants) will not in the United States or in any foreign country in which OxySure® is then marketing its products or services, directly or indirectly represent any manufacturer, market or sell, control an interest in or act as an officer, director, or employee of, or consultant or adviser to, any firm, corporation, institution or entity, directly or indirectly involved in the manufacturing or distribution of any products related to the catalytic generation of oxygen, as reasonably determined by OxySure® in its discretion.

 

10.4Without limiting the obligation in Section 2.14, Distributor shall comply with all privacy and security laws relevant to the sale and distribution of Products and shall ensure that each employee, director, officer, and consultant of Distributor complies with such privacy laws at all times.

 

10.5Within twenty (20) days from the written request from OxySure®, Distributor will provide copies of any or all written agreements between Distributor and its employees, directors, officers, consultants, and parties to which Proprietary Information has been disclosed by the Distributor made pursuant to the objectives of Sections 10.2, 10.3, and 10.4.

 

10.6Distributor, upon termination of this Agreement, shall surrender to OxySure® all Proprietary Information, (including: training manuals, marketing updates, product literature, price lists, and product samples), whether originals, copies, English or non-English translations.

 

10.7Distributor acknowledges that the OxySure® may suffer irreparable damage in the event of a breach or threatened breach of any provision of this Section 10, and that therefore, OxySure® may seek injunctive relief to prevent such breach, as well as any and all other applicable remedies at law or equity, including the recovery of damages. This Section 10.7 controls over any conflict between this Section 10.7 and Section 18.9.

 

11.OxySure Trademarks, Service Marks, and Trade Names; Intellectual Property

 

11.1OxySure® grants to Distributor a non-exclusive license to use OxySure’s trademarks, trade names, and service marks only in connection with the Products and in the performance of Distributor’s obligations under this Agreement. All such uses are subject to OxySure’s prior review and consent, which will not be unreasonably withheld or delayed, and such license may be withdrawn or revoked at any time by OxySure® at its sole discretion, either with or without cause.

 

11.2All use of OxySure’s trademarks, trade names, and service marks will be in proper form, giving appropriate attribution to OxySure® as the owner of such marks. Distributor will not undertake any use of a mark that may jeopardize OxySure’s rights to use or register such mark, or OxySure’s rights to prevent unauthorized use.

 

11.3All use of OxySure® trademarks, service marks, and trade names by Distributor will inure to the benefit of OxySure®. At no time during or after the term of this Agreement shall Distributor attempt to register any trademarks, service marks, or trade names confusingly similar to any OxySure® trademark, service mark, or trade name. Distributor will cooperate, at OxySure’s expense, to assist OxySure® in the registration or securing of rights in such marks. Distributor will cooperate, at OxySure’s expense, in initiating and prosecuting any legal action against any infringer of any OxySure® trademark, service mark, or trade name.

 

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11.4Distributor shall not, by reason of this Agreement or its provisions, acquire any interest in or right to any patent, trademark, service mark, trade names, copyright, Proprietary Information or any other form of OxySure® intellectual property, whether relating to the Products or otherwise.

 

11.5Any intellectual property, and any applications or methods related to any intellectual property, developed or discovered by either party, jointly or individually, under this Agreement or relating to the Products (including, but not limited to, patentable and/or copyrighted materials) are owned by OxySure®, and Distributor hereby assigns and conveys all rights, title and interest in such intellectual property to OxySure. At OxySure’s request, Distributor shall execute any instruments and documents necessary to confirm OxySure’s ownership of the intellectual property.

 

12.Relationship Between the Parties

 

12.1Distributor and OxySure® intend to act and perform as independent contractors, and the provisions hereof are not intended to create any partnership, joint venture, agency or employment relationship between the parties. Each party shall be solely responsible for and shall comply with all state and federal laws pertaining to employment taxes, income withholding, unemployment compensation contributions and other employment related statutes applicable to that party.

 

12.2Neither party has any authority to act for and/or to bind the other party in any way, or to represent that either is in any way responsible for the acts of the other.

 

13.No Conflicts by Distributor

 

Distributor warrants and represents that Distributor is not subject to any contractual obligation or restraint which will interfere with Distributor’s right and ability to perform pursuant to the terms of this Agreement.

 

14.Defaults; Remedies; and Termination

 

14.1Either party may terminate this Agreement immediately by sending written notice if the other party becomes insolvent, or becomes the subject of any proceeding seeking relief, reorganization, or rearrangement under any laws relating to bankruptcy or insolvency, or upon any assignment for the benefit of creditors, or upon the appointment of a receiver, liquidator, or trustee of any of its property or assets, or upon the liquidation, dissolution, or winding up of its business.

 

14.2OxySure may terminate this Agreement immediately by sending written notice upon the assumption of control of Distributor by a governmental authority or other third party; the sale or transfer of the majority or all of its assets; or if there is a change of control, ownership, or management of the Distributor.

 

14.3This Agreement may be terminated by the mutual agreement of OxySure and the Distributor.

 

14.4If either party breaches any commitment contained in or arising from this Agreement (excepting Sections 14.1 and 14.2) and fails to remedy the breach within thirty (30) days from the date of written demand to cure (provided, however, in the event of Distributor’s default in its obligations under Article 4, there shall be no such demand required or cure available), the breaching party shall be deemed to be in default hereunder.

 

(a) On Distributor’s default, OxySure may do any of the following, as determined in OxySure’s sole discretion: (i) declare any unpaid sums under this Agreement immediately due and payable; (ii) suspend further performance by OxySure; (iii) terminate this Agreement; (iv) cancel the Distributor’s distribution rights; (v) reduce the extent of the Territory and/or Channel; and/or (vi) commence a legal proceeding, in accordance with Section 18.9, for damages and/or specific performance and/or pursue any and all other available remedies at law or in equity, all of such remedies being cumulative of each other.

 

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(b) In reviewing the Distributor’s performance in accordance with the Distributor’s obligations under Article 4, the parties agree that OxySure® shall not be limited to semi-annual determinations but may make a determinative evaluation of semi-annual performance based upon a two month pro rata analysis based on at least two consecutive months.

 

(c)In reviewing the Distributor’s performance in accordance with the Distributor’s obligations under Sections 2.2 and 2.4 and/or Article 4, the parties agree that OxySure shall not be limited to assessing the Distributor’s performance within the Territory and Channel as a whole. Accordingly, OxySure can evaluate the Distributor’s performance based on the Territory or Channel as a whole or on any definable sub-territory or sub-channel (e.g., state boundaries, county boundaries, municipal boundaries, Customer, etc.).

 

(d)In reviewing Distributor’s financial condition under Section 9, the parties agree that OxySure may monitor Distributor’s credit through a variety of sources and means, including commercial credit companies. Accordingly, a determination of credit worthiness may be based on third-party sources instead of and/or in addition to Distributor’s accounts and payment history with OxySure.

 

14.5Either party may terminate this Agreement at any time prior to the expiration of the then-applicable term, without cause, by sending written notice to the other party at least ninety (90) days prior to the termination date.

 

14.6Intentionally left blank.

 

14.7Termination of this Agreement terminates all further rights and obligations of OxySure and Distributor hereunder other than the following obligations and sectional provisions, all of which shall survive any termination of this Agreement:

 

(a)Neither OxySure nor Distributor shall be relieved of their respective obligations to pay any money due the other party; and

 

(b)Sections: 7 (Limited Warranty), 8 (Reports and Audits), 10 (Confidentiality/Non-Competition), 14 (Defaults; Remedies; and Termination); 15 (Indemnity and Insurance), 16 (Limitation of Liability), 17 (Intellectual Property Indemnification), 18.7 (Governing Law), and 18.9 (Negotiation, Mediation and Arbitration).

 

14.8On termination of this Agreement for whatever cause, Distributor will immediately (a) cease to engage in marketing and distribution activities as an OxySure distributor, and (b) cease representing in any manner that it is a distributor of OxySure Products, including the immediate termination of all use of OxySure® trademarks, service marks, or trade names. Notwithstanding Distributor agrees that if OxySure so requests after the termination of this Agreement, Distributor shall pay for and distribute orders for Products which OxySure received and accepted during the term of this Agreement.

 

15.Indemnity and Insurance

 

15.1Distributor agrees to indemnify and hold OxySure harmless from any and all claims, demands, costs, liabilities and responsibilities, regardless of the claimant or his place of filing a claim, to the extent such result from or are associated with Distributor’s alleged negligent or intentional acts or omissions, any default by Distributor under this Agreement, or the provision of any warranty or guarantee of the Products given by the Distributor.

 

15.2Distributor will maintain product liability insurance or the like for those claims enumerated in Section 15.1.

 

15.3OxySure® agrees to indemnify and hold Distributor harmless from any and all third party claims and demands to the extent they result from defective Products provided by OxySure® to Distributor or the provision of any express warranty or guarantee of the Products prepared and provided by OxySure to a Customer. Distributor shall promptly notify OxySure® of any such claim and demand, shall provide reasonable assistance to OxySure in the defense of such claims and demands, and shall give OxySure full authority to defend, settle or resolve the claims or demands on behalf of Distributor.

 

16.Limitation of Liability

 

In no event shall OxySure be liable to Distributor for any indirect, punitive, consequential, special, incidental or loss of profit damages.

 

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17.Intellectual Property Indemnification

 

17.1Distributor agrees that OxySure® has the right to, and OxySure agrees that it will, at its sole cost and expense, defend or at its option, settle any claim, suit, proceeding, or other action brought against Distributor or its Customers for infringement of any United States copyright, trademark, or other United States intellectual property right related to the Products or their use, subject to the limitations set forth in Sections 17.2 and 17.3. OxySure shall have sole control of any such proceeding or settlement negotiations in order to be held liable. OxySure will not be liable for any costs, settlements or expenses incurred without its prior written authorization. OxySure will pay any final judgment entered against Distributor or its Customers based on such infringement provided OxySure had sole and complete control of the proceeding.

 

17.2OxySure will be relieved of its obligations under Section 17.1 unless Distributor or its Customers notify OxySure, in writing, of such action, within three (3) days of its receipt of notice of same and gives OxySure full information and assistance to settle and/or defend any such action. If relieved of its obligation under Section 17.1, OxySure may assume such obligation upon written notice to the Distributor.

 

17.3OxySure assumes no liability for, and Distributor agrees to indemnify and hold OxySure harmless to the same extent as that indemnification identified in Section 17.1, for:

 

(a) any infringements covering completed equipment or any assembly, combination, or method in which any of the Products may be used, but not covering such Products standing alone; or

 

(b) any trademark infringement involving any marketing or branding not applied by OxySure or involving any marking or branding applied at the request of Distributor; or

 

(c) any modification of the Products unless such modification was made by OxySure®.

 

18.General Provisions

 

18.1Entire Agreement. This Agreement, which includes the Exhibits, sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior discussions between them whether written or oral. The following Exhibits are attached hereto and made a part hereof for all purposes:

 

  Exhibit Letter   Name of Exhibit  
  A   Description of Products  
  B   Description of Territory and Channel  
  C   Minimum Net Sales  
  D   Payment Terms  
  E   Return Goods Policy  
  F   Limited Product Warranty  
  G   Pricing & Discount Schedule  
  H   Internet Distribution Attachment  

 

18.2Assignment. Distributor may not assign or transfer its right under this Agreement without the prior written consent of OxySure®.

 

18.3Modifications and Waiver. This Agreement may be modified only in writing, signed within the authority granted by each party, and shall not be modified, varied, superseded or construed in a particular manner due to any course of conduct, trade usage, custom or dealing or any statute or common law. It is expressly agreed and understood that the waiver by a party of its rights, or any portion of its rights, under this Agreement in any particular instance or instances, whether intentional or otherwise, shall not be construed as a continuing waiver which would prevent the subsequent enforcement of such rights, or as a waiver of any other rights hereunder.

 

18.4Headings. The headings of this Agreement are for convenience of reference only, and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

 

18.5Notices. All notices under this Agreement shall be deemed sufficient if sent by certified or registered mail (postage prepaid) with return receipt requested, overnight or air courier, facsimile, telex, or cable to the party, at the addresses identified herein, to whom such notice is required or permitted to be given. Any such notice shall be deemed to have been received on the next business day after transmission by facsimile, telex, cable or overnight or air courier, and on the third business day after transmission by certified or registered U.S. mail, return receipt requested.

 

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18.6Severability. Whenever possible, each provision of the Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of the Agreement should be prohibited or invalid, in whole or in part, under applicable law, such provisions shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.

 

18.7Governing Law. This Agreement is governed by the substantive laws of the State of Texas, U.S.A. Any actions related to this Agreement must be brought in the courts located in Dallas County, State of Texas.

 

18.8Language Construction. The language in all parts of this Agreement shall be construed, in all cases, according to its fair meaning, and not for or against either party hereto. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement

 

18.9Negotiation, Mediation, and Arbitration. The parties will attempt in good faith to resolve any controversy or dispute arising out of or relating to this Agreement promptly by negotiations between or among the parties. If any party reaches the conclusion that the controversy or dispute cannot be resolved by unassisted negotiations, such party may notify the American Arbitration Association (“AAA”), 140 West 51st Street, New York, New York 10020 [telephone (212) 484-3266; fax (212) 307-4387]. AAA will promptly designate a mediator who is independent and impartial, and AAA’s decision about the identity of the mediator will be final and binding. The parties agree to conduct mediated negotiations in Dallas, Texas, within thirty (30) days after the notice of mediation is sent. If the dispute is not resolved by negotiation or mediation within thirty (30) days after the first notice to AAA is sent, then, upon notice by any party to the other affected parties and to AAA, the controversy or dispute shall be submitted to a sole arbitrator who is independent and impartial, selected in accordance with the rules of the AAA, for binding arbitration in Dallas, Texas, in accordance with AAA’s Commercial Arbitration Rules. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. Sections 1-16 (or by the same principles enunciated by such Act in the event it may not be technically applicable).

 

The parties agree that they will faithfully observe this Agreement and will abide by and perform any award rendered by the arbitrator. The award or judgment of the arbitrator shall be final and binding on all parties. No litigation or other proceeding may be instituted in any court for the purpose of adjudicating, interpreting or enforcing any of the rights or obligations relating to the subject matter hereof, whether or not covered by the express terms of this Agreement, or for the purpose of adjudicating a breach or determination of the validity of this Agreement, or for the purpose of appealing any decision of an arbitrator, except a proceeding instituted for the sole purpose of having the award or judgment of an arbitrator entered and enforced or for the sole purpose of seeking a temporary restraining order or temporary or permanent injunction (provided, that any damages or costs issues shall not be decided by any court hearing such petition but shall be adjudicated in accordance with the mediation and arbitration procedures set forth herein). If any party becomes the subject of a bankruptcy, receivership or other similar proceeding under the laws of the United States of America, any state or commonwealth or any other nation or political subdivision thereof, any factual or substantive legal issues arising in or during the pendency of any such proceeding shall be subject to all of the foregoing mandatory mediation and arbitration provisions and shall be resolved in accordance therewith.

 

The Agreements contained herein have been given for valuable consideration, are coupled with an interest and are not intended to be executory contracts. Section 10.7 controls over any conflict between Section 10.7 and this Section 18.9.

 

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective authorized representatives or officers, effective as of the day and year indicated above.

 

DISTRIBUTOR:   OxySure®Systems, Inc.:
         
Name:   OxySure® Systems, Inc..
Company:     10880 John W. Elliott Drive, Suite 600
Address     Frisco, Texas, 75034 USA
      PH: (+1) 972-294-6450
PH:          FAX: (+1) 972-294-6501
FAX:   EMAIL: jross@oxysure.com
EMAIL:      
       
By:     By:  
Title:       Julian Ross
        Chairman and CEO
       
Date:     Date:  

 

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EXHIBIT A

Products 

 

The Products shall be defined as all OxySure® products and accessories for such products, including (but not limited to)

 

Part
Number		 Description
615-00   Model 615 Portable Emergency Oxygen Unit, complete system
615-01 Model 615 Replaceable Cartridge w/Mask
615-02 Replacement Adult Mask
615-03 Replacement Pediatric Mask
615-04 Display Cabinet with Alarm and Emergency Oxygen marking
615-05 Custom (Emergency Oxygen) Wall-mounted Display Cabinet w/Alarm
615-07 OxySure Wall Sign
615-09 OxySure Thermal Bag
615-10 Resuscitator Bag, Adult
615-11 Resuscitator Bag, Pediatric
615-12 Pulse Oximeter – Standard
615-13 Pulse Oximeter – Premium
615-15 Combination Wall Mount Cabinet for OxySure and AED

 

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EXHIBIT B

 

Territory and Channel

 

1. The Territory is defined as (check all that apply):

 

☐The following areas within the United States:

 

______NA_______________________________

 

________________________________________

 

________________________________________

 

☒The following countries (requires Attachment B-1, International Terms, to be attached):

 

  SAUDI ARABIA
________________________________________
________________________________________
   
  If the Territory includes any country other than the United States, Distributor hereby consents to and is bound by the terms of Attachment B-1, International Terms.

 

2. The Channel is defined as:

 

All non-retail and retail channels.

 

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ATTACHMENT B-1
International Terms

 

If the Territory includes any country other than the United States, then this Attachment B-1 will be incorporated into and made part of the Distribution Agreement between OxySure and Distributor. All capitalized terms not defined in this Attachment have the definitions set forth in the Distribution Agreement

 

1. Distributor shall be responsible for translating at its expense all marketing and promotional materials provided by OxySure, including any manuals, into the language or languages used in the Territory. Distributor shall promptly deliver to OxySure a copy of such translation in the formats reasonably requested by OxySure. Such translations will be deemed a “work for hire” as such term is used in United States copyright law, and OxySure will be considered the author and owner of all rights in and to such translation. To the extent the translation is not a work for hire, Distributor hereby assigns to OxySure, and agrees that OxySure will have, all ownership rights in the manuals and translations created or provided by Distributor. Distributor shall provide all documentation (including written assignments) reasonably requested by OxySure® to confirm its ownership of the manuals and translations. Distributor shall make such changes to the marketing and promotional materials as are required to comply with the law of the countries, or political subdivisions in the Territory, but only with the prior approval of OxySure. Ownership of all marketing and promotional materials remain with OxySure.

 

2. OxySure shall use commercially reasonable efforts to ship Products sold hereunder within the period and by a carrier designated in each accepted purchase order, and FOB the relevant OxySure® facility determined by OxySure. Distributor shall be responsible for obtaining all licenses required to import Products into the Territory. OxySure® shall be responsible for obtaining all licenses required to export products from the United States. All freight, transportation, rigging, crating, packing, drayage, insurance, and handling charges, as well as any other expenses that are not specifically allocated to OxySure in this Attachment B-1, will be paid by Distributor. Title, possession and risk of loss shall pass to Distributor upon delivery of the Products by OxySure to the designated carrier or freight forwarder.

 

3. OxySure® and Distributor agree that if it is required by applicable law, this Agreement shall be approved by and/or registered with the appropriate governmental authorities. The rights and obligations of OxySure® and Distributor under this Agreement are subject to any such government approval, registration or recordation, including import and export certificates (“Approvals”). Distributor is responsible and shall bear the cost for promptly obtaining and maintaining any such Approvals from requisite government agencies in the Territory for Distributor and OxySure to advertise, market, sell, distribute, license, and support the Products in the Territory. To the extent additional Approvals are required for new or existing OxySure® Products, or to the extent countries other than those set forth in the Territory are now or hereafter included in the Territory, then Distributor shall bear the sole cost and responsibility for promptly obtaining such Approvals, including compliance with all local content requirements, effective as of the date of this Agreement, or as such requirements may subsequently be modified. All costs of compliance, and whatever actions may be required (whether legal, manufacturing, assembly or otherwise) shall be the sole financial responsibility and obligation of Distributor. To the extent any governmental approval would require OxySure® to change or modify its Products, OxySure® shall have no obligation to do so, and may at its discretion terminate this Agreement with Distributor with no further obligation hereunder, in order to avoid the threat of non-compliance with governmental regulations. Distributor agrees that it shall not submit any information to governmental authorities with respect to this Agreement without the prior written approval of OxySure®; provided however, that the foregoing shall not apply in the event that formal or informal proceedings are instituted against Distributor or in the event that a dispute between OxySure and Distributor is submitted to any tribunal having jurisdiction over such matters.

 

4. Distributor shall provide OxySure with evidence of all government permits, certificates or approvals. Distributor shall provide to OxySure promptly upon its request such evidence as OxySure® shall require, including, but not limited to, an opinion of counsel of the Territory (which counsel must be approved by OxySure in its sole discretion although the costs of such opinion shall be borne by Distributor), of compliance by Distributor with the applicable import regulations of jurisdictions within the Territory or any other applicable jurisdiction, including those governing the filing of proper import documentation and the payment of all duties and fees of any nature whatsoever required for such import.

 

OxySure® Distribution Agreement

Page 14 of 22
 

 

5. Distributor shall comply with, and Distributor shall require its Customers to comply with, the United States Export Administration Act, the United States Anti-Boycott provisions and the United States Foreign Corrupt Practices Act (“FCPA”), as well as all applicable statutes, rules and regulations in the United States and the Territory, as the same may be amended from time to time. Distributor represents and warrants to OxySure that it is familiar with the terms and provisions of the FCPA and the purposes of the FCPA. Distributor further represents and warrants that (a) except as otherwise disclosed in writing to OxySure® prior to execution of this Agreement, neither it nor any of its owners, staff members or Affiliates are officials, officers or representatives of any government or candidate for political office, and (b) that no part of the proceeds from sales of the Products will be used by it for any purpose or to take any action which will constitute a violation of any law of any government in the Territory or any part thereof or the United States, including the FCPA.

 

6. This Agreement is an international transaction for the sale of goods in which the specification of United States Dollars and payment in Frisco, Texas is of the essence and United States Dollars shall be the currency of account in all events. The payment obligations of distributor shall not be discharged by an amount paid by Distributor in another currency or at another place, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on prompt conversion to United States Dollars and transferred to Frisco, Texas under normal banking procedures does not yield the amount of United States Dollars in Frisco, Texas due hereunder. If any payment by Distributor, whether pursuant to a judgment or otherwise, upon conversion and transfer does not result in payment of such amount of United States Dollars due hereunder in Frisco, Texas, Distributor shall compensate OxySure for the additional amount necessary to yield the amount due and owing to OxySure.

 

7. Distributor agrees specifically that it will not directly or indirectly export or re-export the Products or any technical data or service that is the direct product of the Products to any country outside the Territory without the written permission of OxySure.

 

8. The parties expressly agree that the International Convention for the Sale of Goods will not apply to this Agreement.

 

9. The parties agree to mutually cooperate, one with the other, in notifying the other parties of any laws or of any changes in their respective domestic laws or laws of the Territory which might impact on any purchase orders, this Agreement or its exhibits, including but not limited to export/import controls, currency restrictions, competition requirements, and technology/licensing transfers.

 

10. This Agreement (including any exhibits or attachments hereto) shall be executed in English only. If any dispute or question of interpretation concerning this Agreement or any other materials related to this Agreement arises, the provisions of the English language version shall control.

 

DISTRIBUTOR: OxySure® Systems, Inc.:
         
By:     By:  

 

Title:

     
         
Date:     Date:  

 

OxySure® Distribution Agreement

Page 15 of 22
 

 

EXHIBIT C

Minimum Net Purchases

 

During the Initial Term: Distributor shall purchase a minimum of 2,000 Units of Model 615 (Part Number 615-00) per annum (averaged over the first three (3) years of the agreement), or the dollar equivalent thereof in purchases; plus a minimum of 4,000 Units of Model 615 Replaceable Cartridge w/Mask (Part Number 615-01) per annum (averaged over the first three (3) years of the agreement)

 

Thereafter, for each Renewal Term, the Minimum Net Purchases shall be agreed to by the Parties pursuant to Section 4 of the Agreement, but in no event shall the annual minimum purchase during each Renewal Term be less than the number of units sold during the Initial Term.

 

OxySure® Distribution Agreement

Page 16 of 22
 

 

EXHIBIT D

Payment Terms

  

Payment in advance of shipment.

 

OxySure® Distribution Agreement

Page 17 of 22
 

 

EXHIBIT E

 

THE FOLLOWING POLICY AND PROCEDURE ARE APPLICABLE TO THOSE PRODUCTS TO WHICH A LIMITED WARRANTY DOES NOT APPLY, THE PROVISIONS HEREINBELOW ARE TO BE CONSTRUED IN A MANNER CONSISTENT WITH THE TERMS AND CONDITIONS OF THE AGREEMENT AND DO NOT REPRESENT ADDITIONAL WARRANTIES, GUARANTIES OR REPRESENTATIONS:

 

1.Before any product may be returned, a Return Materials Authorization number (RMA#) must be secured. RMA#’s can only be issued by OxySure’s Customer Service.

 

To assist in the return process, the Customer/Distributor is required to provide Customer Service the following information:

 

(a) OxySure Product Code and Lot Number

 

(b) Quantity Customer/Distributor Wishes to Return

 

(c) Order Number Associated with the Products

 

(d) OxySure’s Original Invoice Number

 

(e) Reasons for Return

 

2.All Products returned shall be shipped to OxySure, freight prepaid, unless the return is due to OxySure® error, such determination being made in OxySure’s sole discretion. On all international returns, OxySure® will specify the method of shipment.

 

3.Items eligible for full credit:

 

(a) Products shipped in error.

 

(b) Products ordered in error, if authorized for return within thirty (30) days of receipt.

 

(c) Defective Products due to OxySure® workmanship.

 

4.Items not eligible for return:

 

(a)Custom products or products sold on a “No-return” basis.

 

(b)Goods held over ninety (90) days from the original Invoice Date.

 

(c)Partial cases or quantities less than minimum order quantity.

 

(d)Products unsalable due to re-design, preprocessing, revision, or obsolescence.

 

(e)Demonstration products.

 

(f)Products no longer in their original packaging, used, or damaged through no fault of OxySure®.

 

5.A 20% Restocking Fee will be assessed on all returns authorized over (thirty (30) days) after the original Invoice Date.

 

OxySure® Distribution Agreement

Page 18 of 22
 

 

EXHIBIT F

Limited Product Warranty

 

Refer to the Product literature packaged with each Product, such being incorporated by reference herein, for any applicable Customer limited warranty.

 

OxySure® Distribution Agreement

Page 19 of 22
 

 

EXHIBIT G

Pricing Schedule

 

  MSRP Volume Range Min Volume Range Max Unit Price, Authorized
    #Units #Units Distributors Only
         
Model 615, Base Systems (SKU 615-00)1:    
  $349.003 1 + $209.00
         
Model 615, Cartridges (SKU 615-01)2:    
  $149.003 1 + $101.00

 

Model 615, Mask/Tray (SKU 615-03):    
  $25.00 1 499 $14.50
     
Model 615, Pediatric Mask/Tray (SKU 615-04):
  $27.50 1 499 $15.00
         
Custom (Emergency Oxygen) Wall-mounted Display Cabinet (SKU 615-05):
  $349.00  1  50 209.40
         
OxySure Wall Sign (SKU 615-07):
  $18.95 1 + $10.00
 
OxySure Thermal Bag (SKU 615-09):
  $89.00 1 + $55.00
 
Resuscitator Bag, Adult (SKU 615-10):
  $36.00 1 + $24.00
 
Resuscitator Bag, Pediatric (SKU 615-11):
  $38.00 1 + $25.00
 
Pulse Oximeter – Standard (SKU 615-12):
  $99.00 Min order qty=12 + $67.00
 
Pulse Oximeter – Premium (SKU 615-13):
  $129.00 Min order qty=12 + $87.50
         
Pulse Oximeter – Premium (SKU 615-13):
  $369.00 1 + $219.00

 

Notes: (1) Model 615 is shipped “Rescue Ready,” and includes a cartridge and adult mask. (2) Replacement Cartridges come with standard Adult masks. (3) These products are subject to a MAP (Minimum Advertised Pricing).

 

Volume refers to purchase order volume. All Prices are FOB Frisco, Texas, USA.

 

OxySure® Distribution Agreement

Page 20 of 22
 

 

EXHIBIT H

Internet Distribution Attachment

 

To be effective, this Internet Distribution Attachment must be signed by both OXYSURE® SYSTEMS, INC. (“OxySure” or “OxySure®”), and (the “Distributor”). Once effective, this Exhibit H will be incorporated into and made part of the Distribution Agreement between OxySure® and Distributor. All capitalized terms not defined in this Attachment have the definitions set forth in the Distribution Agreement.

 

1. Effective Date. This Internet Distribution Attachment is effective as of _____________________________.

 

2. Internet Promotion and Distribution. This Internet Distribution Attachment governs all promotion, sale, advertising, marketing and other offers made via electronic means, including via the Internet. Internet promotions includes the following: (a) offering or displaying the Product through any online channel, including but not limited to via the Web (HTTP), RSS, FTP, or other method, (b) email offers to multiple individuals or companies, (c) promotions and advertising embedded or appearing in software products, (d) promotions and advertising embedded in or associated with streaming or downloadable media, including audio and video media, and (e) any other methods or means similar or related to those currently available via the Internet.

 

3. Distributor’s Promotion. Distributor intends to promote, sell, advertise, market and otherwise offer the Products through the following websites and methods:

 

___________________________________________________________________________________

 

___________________________________________________________________________________

 

___________________________________________________________________________________

 

___________________________________________________________________________________

 

Distributor and OxySure® may add additional websites and methods by mutual written agreement.

 

Distributor shall be solely responsible for all costs and charges associated with its Internet promotion, including all server and bandwidth charges.

 

4. Territory. Distributor shall implement technological and other measures to ensure that Products are not (a) promoted outside of the Territory, or (b) shipped outside of the Territory. Such measures may include page access denial for IP addresses outside the Territory, a prominent disclaimer on the Product page stating that Products will not be shipped outside the Territory, and canceling orders to be shipped to addresses outside the Territory.

 

5. Pricing. To the extent the pricing offered by Distributor through an Internet promotion is lower than the Manufacturer Suggested Retail Price, Distributor shall ensure that (a) the price may be viewed only by users on Distributor’s website that have logged in using a valid username and password, and (b) the price is not distributed via email, except in response to a valid inquiry requesting the price.

 

6. Photos and Graphics. Any Product photos or graphics used in an Internet promotion must accurately depict the Product, and must clearly display all trademarks that actually appear on the Product. Distributor may use Product photos provided by OxySure®, so long as such photos are not altered in any manner and all copyright notices appearing on the photo remain intact.

 

7. Manuals and Documentation. Distributor may not post any photos, scans or other versions of Product manuals or other documentation related to the Products without the prior written consent of OxySure®.

 

8. Product Reviews. Distributor may allow Customers to post reviews of the Product, provided that Distributor will remove any Product review that OxySure reasonably believes is false, misleading, or not supported by verifiable evidence.

 

OxySure® Distribution Agreement

Page 21 of 22
 

 

IN WITNESS WHEREOF, the parties hereto have caused this Internet Distribution Attachment to be executed by their respective authorized representatives or officers, effective as of the day and year indicated above.

 

DISTRIBUTOR: OxySure® Systems, Inc.:
         
By:     By:  

 

Title:

     
         
Date:     Date:  

 

 

OxySure® Distribution Agreement

Page 22 of 22

 

 

 

 

 

 EX-23.2 8 f10k2014ex23ii_oxysure.htm CONSENT

Exhibit 23.2

 

We consent to the inclusion in this Annual Report (Form 10-K) of OxySure Systems, Inc. of our report dated March 31, 2015, with respect to its balance sheet as of December 31, 2014 and 2013, and the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended to be included in this Annual Report.

 

/s/ Sadler Gibb & Associates, LLC  
Firm’s Manual Signature  
   
Salt Lake City, UT  
City, State  
   
March 31, 2015  
Date  

 

 EX-31.1 9 f10k2014ex31i_oxysure.htm CERTIFICATION

Exhibit 31.1

 

CERTIFICATION OF PRESIDENT

PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,

RULES 13a-14(a) AND 15d-14(a)

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Julian T. Ross, certify that:

 

1.I have reviewed this Annual Report on Form 10-K for the period ended December 31, 2014 of OxySure Systems, Inc.

 

2.Based upon 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.

 

3.Based upon 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.

 

4.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 Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.Designed such disclosure control 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;

 

b.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;

 

c.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

 

d.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.

 

5.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 registrants’ board of directors (or persons performing the equivalent functions):

 

a.All significant deficiencies and material weakness 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

 

b.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.

 

Date: March 31, 2015

 

/s/ Julian T. Ross  
Julian T. Ross,  
Chief Executive Officer  

 EX-31.2 10 f10k2014ex31ii_oxysure.htm CERTIFICATION

Exhibit 31.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,

RULES 13a-14(a) AND 15d-14(a)

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Julian T. Ross, certify that:

 

1.I have reviewed this Annual Report on Form 10-K for the period ended December 31, 2014 of OxySure Systems, Inc.

 

2.Based upon 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.

 

3.Based upon 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.

 

4.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 Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a.Designed such disclosure control 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;

 

b.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;

 

c.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

 

d.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.

 

5.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 registrants’ board of directors (or persons performing the equivalent functions):

 

a.All significant deficiencies and material weakness 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

 

b.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.

 

Date: March 31, 2015

 

/s/ Julian T. Ross  
Julian T. Ross,  
Chief Financial Officer  

 EX-32 11 f10k2014ex32_oxysure.htm CERTIFICATION

Exhibit 32

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Annual Report of OxySure Systems, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Julian T. Ross, Chief Executive Officer and Chief Financial Officer of the Company, respectively, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

 

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: March 31, 2015

 

/s/ Julian T. Ross  
Julian T. Ross  
Chief Executive Officer and Chief Financial Officer  

 

 

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(&#8220;we,&#8221; &#8220;us,&#8221; &#8220;our,&#8221; &#8220;OxySure&#8221; or the &#8220;Company&#8221;) is presented to assist in understanding the Company&#8217;s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. 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margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; widows: 1; font-stretch: normal; background-color: white; -webkit-text-stroke-width: 0px;">&#160;</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; widows: 1; font-stretch: normal; background-color: white; -webkit-text-stroke-width: 0px;">A summary of the designations and preferences of its Series B Preferred stock is as follows:</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; widows: 1; font-stretch: normal; background-color: white; -webkit-text-stroke-width: 0px;">&#160;</p> <p style="font: 10pt/normal 'times new roman', times, serif; 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-webkit-text-stroke-width: 0px;">During the year ended December 31, 2014:</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; widows: 1; font-stretch: normal; background-color: white; -webkit-text-stroke-width: 0px;">&#160;</p> <table style="font: 10pt/normal 'times new roman', times, serif; width: 1039.33px; text-transform: none; text-indent: 0px; letter-spacing: normal; margin-top: 0px; margin-bottom: 0px; word-spacing: 0px; widows: 1; font-size-adjust: none; font-stretch: normal; background-color: white; -webkit-text-stroke-width: 0px;" cellspacing="0" cellpadding="0"> <tr style="vertical-align: top;"> <td style="padding: 0px; width: 18pt; text-indent: 0px;"></td> <td style="padding: 0px; width: 25pt; text-indent: 0px;">(1)</td> <td style="padding: 0px; text-align: justify; text-indent: 0px;">We issued 183,000 shares of common stock pursuant to the cashless conversion of 150,000 shares of Series A Preferred.</td> </tr> </table> <table style="font: 10pt/normal 'times new roman', times, serif; 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width: 18pt; text-indent: 0px;"></td> <td style="padding: 0px; width: 25pt; text-indent: 0px;">(6)</td> <td style="padding: 0px; text-align: justify; text-indent: 0px;">We issued 81,500 shares of common stock for services valued at $64,875.</td> </tr> </table> <table style="font: 10pt/normal 'times new roman', times, serif; width: 1039.33px; text-transform: none; text-indent: 0px; letter-spacing: normal; margin-top: 0px; margin-bottom: 0px; word-spacing: 0px; widows: 1; font-size-adjust: none; font-stretch: normal; background-color: white; -webkit-text-stroke-width: 0px;" cellspacing="0" cellpadding="0"> <tr style="vertical-align: top;"> <td style="padding: 0px; width: 18pt; text-indent: 0px;"></td> <td style="padding: 0px; width: 25pt; text-indent: 0px;">(7)</td> <td style="padding: 0px; text-align: justify; text-indent: 0px;">We issued 75,000 shares of common stock valued at $66,750 in connection with a lease extinguishment.</td> </tr> </table> <table style="font: 10pt/normal 'times new roman', times, serif; 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width: 1039.33px; text-transform: none; text-indent: 0px; letter-spacing: normal; margin-top: 0px; margin-bottom: 0px; word-spacing: 0px; widows: 1; font-size-adjust: none; font-stretch: normal; background-color: white; -webkit-text-stroke-width: 0px;" cellspacing="0" cellpadding="0"> <tr style="vertical-align: top;"> <td style="padding: 0px; width: 18pt; text-indent: 0px;"></td> <td style="padding: 0px; width: 25pt; text-indent: 0px;">(2)</td> <td style="padding: 0px; text-align: justify; text-indent: 0px;">We issued approximately 670,947 shares of common stock for $347,364 in cash at an aggregate price of $.52 per share.</td> </tr> </table> <table style="font: 10pt/normal 'times new roman', times, serif; width: 1039.33px; text-transform: none; text-indent: 0px; letter-spacing: normal; margin-top: 0px; margin-bottom: 0px; word-spacing: 0px; widows: 1; font-size-adjust: none; font-stretch: normal; background-color: white; -webkit-text-stroke-width: 0px;" cellspacing="0" cellpadding="0"> <tr style="vertical-align: top;"> <td style="padding: 0px; width: 18pt; text-indent: 0px;"></td> <td style="padding: 0px; width: 25pt; text-indent: 0px;">(3)</td> <td style="padding: 0px; text-align: justify; text-indent: 0px;">We issued approximately 435,000 shares of common stock and warrants for $216,800 in cash at an aggregate price of $.50 per unit.</td> </tr> </table> <table style="font: 10pt/normal 'times new roman', times, serif; width: 1039.33px; text-transform: none; text-indent: 0px; letter-spacing: normal; margin-top: 0px; margin-bottom: 0px; word-spacing: 0px; widows: 1; font-size-adjust: none; font-stretch: normal; background-color: white; -webkit-text-stroke-width: 0px;" cellspacing="0" cellpadding="0"> <tr style="vertical-align: top;"> <td style="padding: 0px; width: 18pt; text-indent: 0px;"></td> <td style="padding: 0px; width: 25pt; text-indent: 0px;">(4)</td> <td style="padding: 0px; text-align: justify; text-indent: 0px;">We received proceeds of approximately $4,388 from the issuance of 438,888 shares of common stock pursuant to the exercise of 438,888 warrants.</td> </tr> </table> <table style="font: 10pt/normal 'times new roman', times, serif; width: 1039.33px; text-transform: none; text-indent: 0px; letter-spacing: normal; margin-top: 0px; margin-bottom: 0px; word-spacing: 0px; widows: 1; font-size-adjust: none; font-stretch: normal; background-color: white; -webkit-text-stroke-width: 0px;" cellspacing="0" cellpadding="0"> <tr style="vertical-align: top;"> <td style="padding: 0px; width: 18pt; text-indent: 0px;"></td> <td style="padding: 0px; width: 25pt; text-indent: 0px;">(5)</td> <td style="padding: 0px; text-align: justify; text-indent: 0px;">We issued approximately 322,000 shares of common stock for services valued at $257,837 at an aggregate price of $.80 per share.</td> </tr> </table> <table style="font: 10pt/normal 'times new roman', times, serif; width: 1039.33px; text-transform: none; text-indent: 0px; letter-spacing: normal; margin-top: 0px; margin-bottom: 0px; word-spacing: 0px; widows: 1; font-size-adjust: none; font-stretch: normal; background-color: white; -webkit-text-stroke-width: 0px;" cellspacing="0" cellpadding="0"> <tr style="vertical-align: top;"> <td style="padding: 0px; width: 18pt; text-indent: 0px;"></td> <td style="padding: 0px; width: 25pt; text-indent: 0px;">(6)</td> <td style="padding: 0px; text-align: justify; text-indent: 0px;">We issued 644,347 shares of common stock for conversion of rent valued at approximately $423,413.</td> </tr> </table> <table style="font: 10pt/normal 'times new roman', times, serif; width: 1039.33px; text-transform: none; text-indent: 0px; letter-spacing: normal; margin-top: 0px; margin-bottom: 0px; word-spacing: 0px; widows: 1; font-size-adjust: none; font-stretch: normal; background-color: white; -webkit-text-stroke-width: 0px;" cellspacing="0" cellpadding="0"> <tr style="vertical-align: top;"> <td style="padding: 0px; width: 18pt; text-indent: 0px;"></td> <td style="padding: 0px; width: 25pt; text-indent: 0px;">(7)</td> <td style="padding: 0px; text-align: justify; text-indent: 0px;">We issued approximately 220,013 shares of common stock in connection with deferred rent valued at approximately $162,810 at an aggregate price of $.66 per share.</td> </tr> </table> <table style="font: 10pt/normal 'times new roman', times, serif; width: 1039.33px; text-transform: none; text-indent: 0px; letter-spacing: normal; margin-top: 0px; margin-bottom: 0px; word-spacing: 0px; widows: 1; font-size-adjust: none; font-stretch: normal; background-color: white; -webkit-text-stroke-width: 0px;" cellspacing="0" cellpadding="0"> <tr style="vertical-align: top;"> <td style="padding: 0px; width: 18pt; text-indent: 0px;"></td> <td style="padding: 0px; width: 25pt; text-indent: 0px;">(8)</td> <td style="padding: 0px; text-align: justify; text-indent: 0px;">We issued approximately 132,000 shares valued at $114,180 in connection with capitalized website development costs and URLs.</td> </tr> </table> <table style="font: 10pt/normal 'times new roman', times, serif; width: 1039.33px; text-transform: none; text-indent: 0px; letter-spacing: normal; margin-top: 0px; margin-bottom: 0px; word-spacing: 0px; widows: 1; font-size-adjust: none; font-stretch: normal; background-color: white; -webkit-text-stroke-width: 0px;" cellspacing="0" cellpadding="0"> <tr style="vertical-align: top;"> <td style="padding: 0px; width: 18pt; text-indent: 0px;"></td> <td style="padding: 0px; width: 25pt; text-indent: 0px;">(9)</td> <td style="padding: 0px; text-align: justify; text-indent: 0px;">We issued 91,500 shares of common stock pursuant to the cashless conversion of 75,000 shares of our Series A Preferred at a conversion ratio of 1.22:1.</td> </tr> </table> <table style="font: 10pt/normal 'times new roman', times, serif; width: 1039.33px; text-transform: none; text-indent: 0px; letter-spacing: normal; margin-top: 0px; margin-bottom: 0px; word-spacing: 0px; widows: 1; font-size-adjust: none; font-stretch: normal; background-color: white; -webkit-text-stroke-width: 0px;" cellspacing="0" cellpadding="0"> <tr style="vertical-align: top;"> <td style="padding: 0px; width: 18pt; text-indent: 0px;"></td> <td style="padding: 0px; width: 25pt; text-indent: 0px;">(10)</td> <td style="padding: 0px; text-align: justify; text-indent: 0px;">As further discussed under Note 6 &#8211; Stock Options and Warrants, we recorded $61,480 for the computed fair value of options issued to employees, non-employee directors, and consultants, net of cancellations and forfeitures.</td> </tr> </table> <table style="font: 10pt/normal 'times new roman', times, serif; 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margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; widows: 1; font-stretch: normal; background-color: white; -webkit-text-stroke-width: 0px;">&#160;&#160;</p> <p style="font: 10pt/normal 'times new roman', times, serif; margin: 0px; text-align: justify; color: #000000; text-transform: none; text-indent: 0px; letter-spacing: normal; word-spacing: 0px; white-space: normal; widows: 1; font-stretch: normal; background-color: white; -webkit-text-stroke-width: 0px;">As of December 31, 2014 and 2013 we had 28,438,430 and 25,854,307 shares respectively, of common stock issued and outstanding.</p> <p style="color: #000000; font-family: 'times new roman', times, serif; font-size: 10pt; font-style: normal; font-variant: normal; font-weight: normal; letter-spacing: normal; line-height: normal; orphans: auto; text-indent: 0px; text-transform: none; white-space: normal; widows: 1; word-spacing: 0px; 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font-family: 'times new roman', times, serif; font-size: 10pt; font-style: normal; font-variant: normal; font-weight: normal; letter-spacing: normal; line-height: normal; orphans: auto; text-indent: 0px; text-transform: none; white-space: normal; widows: 1; word-spacing: 0px; -webkit-text-stroke-width: 0px; font-stretch: normal; margin: 0px; text-align: justify; background-color: white;">&#160;</p><p style="color: #000000; font-family: 'times new roman', times, serif; font-size: 10pt; font-style: normal; font-variant: normal; font-weight: normal; letter-spacing: normal; line-height: normal; orphans: auto; text-indent: 0px; text-transform: none; white-space: normal; widows: 1; word-spacing: 0px; -webkit-text-stroke-width: 0px; font-stretch: normal; margin: 0px; text-align: justify; background-color: white;">Our Board of Directors, which determines the number of options that will be granted, the effective dates of the grants, the option process and the vesting schedules, administers the Plan. In the absence of an established market for the common stock of the Company, the Board of Directors determines the fair market value of our common stock. Options generally expire between five and ten years from the date of grant and automatically terminate 90 days after such optionee ceases to be an eligible individual under the Plan other than by reason of death or disability.</p><p style="color: #000000; font-family: 'times new roman', times, serif; font-size: 10pt; font-style: normal; font-variant: normal; font-weight: normal; letter-spacing: normal; line-height: normal; orphans: auto; text-indent: 0px; text-transform: none; white-space: normal; widows: 1; word-spacing: 0px; -webkit-text-stroke-width: 0px; font-stretch: normal; margin: 0px; text-align: justify; background-color: white;">&#160;</p><p style="color: #000000; font-family: 'times new roman', times, serif; font-size: 10pt; font-style: normal; font-variant: normal; font-weight: normal; letter-spacing: normal; line-height: normal; orphans: auto; text-indent: 0px; text-transform: none; white-space: normal; widows: 1; word-spacing: 0px; -webkit-text-stroke-width: 0px; font-stretch: normal; margin: 0px; text-align: justify; background-color: white;">The portion of options granted that is not exercisable on the date the optionee ceases to be an eligible individual under the Plan by reason other than death, shall terminate and be forfeited to the Company on the date of such cessation. 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letter-spacing: normal; line-height: normal; orphans: auto; text-indent: 0px; text-transform: none; white-space: normal; widows: 1; word-spacing: 0px; -webkit-text-stroke-width: 0px; font-stretch: normal; margin: 0px; text-align: justify; background-color: white;">&#160;</p><p style="color: #000000; font-family: 'times new roman', times, serif; font-size: 10pt; font-style: normal; font-variant: normal; font-weight: normal; letter-spacing: normal; line-height: normal; orphans: auto; text-indent: 0px; text-transform: none; white-space: normal; widows: 1; word-spacing: 0px; -webkit-text-stroke-width: 0px; font-stretch: normal; margin: 0px; text-align: justify; background-color: white;">We value our stock-based payment awards granted using the Black-Scholes model, during the years ended December 31, 2014 and 2013.&#160;&#160;The Black-Scholes model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. The Black-Scholes model requires the input of certain assumptions that can vary over time. Our stock options have characteristics significantly different from those of traded options, and changes in the assumptions can materially affect the fair value estimates.</p><p style="color: #000000; font-family: 'times new roman', times, serif; font-size: 10pt; font-style: normal; font-variant: normal; font-weight: normal; letter-spacing: normal; line-height: normal; orphans: auto; text-indent: 0px; text-transform: none; white-space: normal; widows: 1; word-spacing: 0px; -webkit-text-stroke-width: 0px; font-stretch: normal; margin: 0px; text-align: justify; background-color: white;">&#160;</p><p style="color: #000000; font-family: 'times new roman', times, serif; font-size: 10pt; font-style: normal; font-variant: normal; font-weight: normal; letter-spacing: normal; line-height: normal; orphans: auto; text-indent: 0px; text-transform: none; white-space: normal; widows: 1; word-spacing: 0px; -webkit-text-stroke-width: 0px; font-stretch: normal; margin: 0px; text-align: justify; background-color: white;">The risk-free interest rate is the implied yield currently available on the 5-year U.S. Treasury zero-coupon issues with a remaining term equal to the expected term. The expected term of the options was based on the simplified method outlined in ASC 718. The volatility factors were based on three peer companies selected from the Dow Jones U.S. Medical Equipment Index (&#94;DJUSAM). These peer companies include companies which are the same market categories as the Company, which is the medical equipment and supplies line of business. The peer companies were selected based on similarity of industry characteristics, size and lifecycle characteristics. The calculated volatility value was established by taking the historical daily closing values prior to grant date, over a period equal to the expected term, for each of the peer companies, and then calculating a single average volatility.</p><p style="color: #000000; font-family: 'times new roman', times, serif; font-size: 10pt; font-style: normal; font-variant: normal; font-weight: normal; letter-spacing: normal; line-height: normal; orphans: auto; text-indent: 0px; text-transform: none; white-space: normal; widows: 1; word-spacing: 0px; -webkit-text-stroke-width: 0px; font-stretch: normal; margin: 0px; text-align: justify; background-color: white;">&#160;</p><p style="color: #000000; font-family: 'times new roman', times, serif; font-size: 10pt; font-style: normal; font-variant: normal; font-weight: normal; letter-spacing: normal; line-height: normal; orphans: auto; text-indent: 0px; text-transform: none; white-space: normal; widows: 1; word-spacing: 0px; -webkit-text-stroke-width: 0px; 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text-align: left;">%</td></tr></table><p style="color: #000000; font-family: 'times new roman', times, serif; font-size: 10pt; font-style: normal; font-variant: normal; font-weight: normal; letter-spacing: normal; line-height: normal; orphans: auto; text-indent: 0px; text-transform: none; white-space: normal; widows: 1; word-spacing: 0px; -webkit-text-stroke-width: 0px; font-stretch: normal; margin: 0px; text-align: justify; background-color: white;">&#160;</p><p style="color: #000000; font-family: 'times new roman', times, serif; font-size: 10pt; font-style: normal; font-variant: normal; font-weight: normal; letter-spacing: normal; line-height: normal; orphans: auto; text-indent: 0px; text-transform: none; white-space: normal; widows: 1; word-spacing: 0px; -webkit-text-stroke-width: 0px; font-stretch: normal; margin: 0px; text-align: justify; background-color: white;">The expected term of stock options represents the weighted average period the stock options are expected to remain outstanding. The expected term is based on the observed and expected time to exercise and post-vesting cancellations of options by optionees.&#160;&#160;We use historical volatility in deriving our expected volatility assumption because it believes that future volatility over the expected&#160;term of the stock options is not likely to differ from the past.</p><p style="color: #000000; font-family: 'times new roman', times, serif; font-size: 10pt; font-style: normal; font-variant: normal; font-weight: normal; letter-spacing: normal; line-height: normal; orphans: auto; text-indent: 0px; text-transform: none; white-space: normal; widows: 1; word-spacing: 0px; -webkit-text-stroke-width: 0px; font-stretch: normal; margin: 0px; text-align: justify; background-color: white;">&#160;</p><p style="color: #000000; font-family: 'times new roman', times, serif; font-size: 10pt; font-style: normal; font-variant: normal; font-weight: normal; letter-spacing: normal; line-height: normal; orphans: auto; text-indent: 0px; text-transform: none; white-space: normal; widows: 1; word-spacing: 0px; -webkit-text-stroke-width: 0px; font-stretch: normal; margin: 0px; text-align: justify; background-color: white;">The expected dividend assumption is based on our history and expectation of dividend payouts.&#160;&#160;The fair value of the shares of common stock underlying the stock options has historically been determined by the board of directors. On or before February 2012, when our common stock commenced trading on the over the counter bulletin board (OTCQB), there has been no public market for our common stock. Consequently, the board of directors has historically determined the fair value of the common stock at the time of grant of the option by considering a number of objective and subjective factors including valuation of comparable companies, operating and financial performance, the lack of liquidity of capital stock and general and industry specific economic outlook, amongst other factors.&#160;&#160;</p><p style="color: #000000; font-family: 'times new roman', times, serif; font-size: 10pt; font-style: normal; font-variant: normal; font-weight: normal; letter-spacing: normal; line-height: normal; orphans: auto; text-indent: 0px; text-transform: none; white-space: normal; widows: 1; word-spacing: 0px; -webkit-text-stroke-width: 0px; font-stretch: normal; margin: 0px; text-align: justify; background-color: white;">&#160;</p><p style="color: #000000; font-family: 'times new roman', times, serif; font-size: 10pt; font-style: normal; font-variant: normal; font-weight: normal; letter-spacing: normal; line-height: normal; orphans: auto; text-indent: 0px; text-transform: none; white-space: normal; widows: 1; word-spacing: 0px; -webkit-text-stroke-width: 0px; font-stretch: normal; margin: 0px; text-align: justify; background-color: white;">FASB ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company only records stock-based compensation expense for awards that are expected to vest. While we generally consider historical forfeitures in its estimates, judgment is also required in estimating the amount of stock-based awards that are expected to be forfeited. The Company&#8217;s estimates for forfeitures may differ from actual forfeitures. If actual results differ significantly from these estimates, stock-based compensation expense and its results of operations could be materially impacted when the Company records a true-up for the difference in the period that the awards vest. 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font-size: 10pt; line-height: normal; font-family: 'times new roman', times, serif; padding-bottom: 4pt;">&#160;</td><td style="border-bottom-color: black; border-bottom-width: 4pt; border-bottom-style: double; font-style: normal; font-variant: normal; font-weight: normal; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'times new roman', times, serif; text-align: left;">$</td><td style="border-bottom-color: black; border-bottom-width: 4pt; border-bottom-style: double; font-style: normal; font-variant: normal; font-weight: normal; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'times new roman', times, serif; text-align: right;">615,600</td><td style="padding-bottom: 4pt; font-style: normal; font-variant: normal; font-weight: normal; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'times new roman', times, serif; text-align: left;">&#160;</td></tr></table><p style="color: #000000; font-family: 'times new roman', times, serif; font-size: 10pt; font-style: normal; font-variant: normal; font-weight: normal; letter-spacing: normal; line-height: normal; orphans: auto; text-align: start; text-indent: 0px; text-transform: none; white-space: normal; widows: 1; word-spacing: 0px; -webkit-text-stroke-width: 0px; font-stretch: normal; margin: 0px; background-color: white;">&#160;</p><p style="color: #000000; font-family: 'times new roman', times, serif; font-size: 10pt; font-style: normal; font-variant: normal; font-weight: normal; letter-spacing: normal; line-height: normal; orphans: auto; text-align: start; text-indent: 0px; text-transform: none; white-space: normal; widows: 1; word-spacing: 0px; -webkit-text-stroke-width: 0px; font-stretch: normal; margin: 0px; background-color: white;">Rental expense for the years ended December 31, 2014 and 2013 was $194,400 and $194,400, respectively.</p><p style="color: #000000; font-family: 'times new roman', times, serif; font-size: 10pt; font-style: normal; font-variant: normal; 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font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'times new roman', times, serif; padding: 0px; text-align: left; text-indent: 0px;">$</td><td style="border-bottom-color: black; border-bottom-width: 4pt; border-bottom-style: double; font-style: normal; font-variant: normal; font-weight: normal; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'times new roman', times, serif; padding: 0px; text-align: right; text-indent: 0px;">149</td><td style="padding: 0px; font-style: normal; font-variant: normal; font-weight: normal; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'times new roman', times, serif; text-align: left; text-indent: 0px;">&#160;</td></tr></table><p style="color: #000000; font-family: 'times new roman', times, serif; font-size: 10pt; font-style: normal; font-variant: normal; font-weight: normal; letter-spacing: normal; line-height: normal; orphans: auto; text-align: start; text-indent: 0px; text-transform: none; 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font-family: 'times new roman', times, serif; font-size: 10pt; font-style: normal; font-variant: normal; font-weight: normal; letter-spacing: normal; line-height: normal; orphans: auto; text-indent: 0px; text-transform: none; white-space: normal; widows: 1; word-spacing: 0px; -webkit-text-stroke-width: 0px; font-stretch: normal; margin: 0px; text-align: justify; background-color: white;">The Company is subject to litigation in the normal course of business, none of which management believes will have a material adverse effect on the Company&#8217;s financial statements.</p><p style="color: #000000; font-family: 'times new roman', times, serif; font-size: 10pt; font-style: normal; font-variant: normal; font-weight: normal; letter-spacing: normal; line-height: normal; orphans: auto; text-indent: 0px; text-transform: none; white-space: normal; widows: 1; word-spacing: 0px; -webkit-text-stroke-width: 0px; font-stretch: normal; margin: 0px; text-align: justify; background-color: white;">&#160;</p><p style="color: #000000; font-family: 'times new roman', times, serif; font-size: 10pt; font-style: normal; font-variant: normal; font-weight: normal; letter-spacing: normal; line-height: normal; orphans: auto; text-indent: 0px; text-transform: none; white-space: normal; widows: 1; word-spacing: 0px; -webkit-text-stroke-width: 0px; font-stretch: normal; margin: 0px; text-align: justify; background-color: white;">On or about December 13 of 2013, Wall Street Buy Sell Hold, Inc., (&#8220;WSBSH&#8221;) filed a lawsuit against the Company in the New York Supreme Court, Nassau County. The suit seeks damages in the form of money, stock and warrants for breach of a marketing agreement entered into on October 22, 2012 and another entered into on March 11, 2013. We have answered the complaint and filed a counterclaim against WSBSH seeking the return of all moneys and shares we paid or transferred to WSBSH, as well as punitive damages for fraud. We have entered the discovery phase in this matter. Management believes the WSBSH claims have no merit, and we intend to vigorously defend our interests in this matter.</p><p style="color: #000000; font-family: 'times new roman', times, serif; font-size: 10pt; font-style: normal; font-variant: normal; font-weight: normal; letter-spacing: normal; line-height: normal; orphans: auto; text-indent: 0px; text-transform: none; white-space: normal; widows: 1; word-spacing: 0px; -webkit-text-stroke-width: 0px; font-stretch: normal; margin: 0px; text-align: justify; background-color: white;">&#160;</p><p style="color: #000000; font-family: 'times new roman', times, serif; font-size: 10pt; font-style: normal; font-variant: normal; font-weight: normal; letter-spacing: normal; line-height: normal; orphans: auto; text-indent: 0px; text-transform: none; white-space: normal; widows: 1; word-spacing: 0px; -webkit-text-stroke-width: 0px; font-stretch: normal; margin: 0px; text-align: justify; background-color: white;"><b>Indemnification</b></p><p style="color: #000000; font-family: 'times new roman', times, serif; font-size: 10pt; font-style: normal; font-variant: normal; font-weight: normal; letter-spacing: normal; line-height: normal; orphans: auto; text-indent: 0px; text-transform: none; white-space: normal; widows: 1; word-spacing: 0px; -webkit-text-stroke-width: 0px; font-stretch: normal; margin: 0px; text-align: justify; background-color: white;">&#160;</p><p style="color: #000000; font-family: 'times new roman', times, serif; font-size: 10pt; font-style: normal; font-variant: normal; font-weight: normal; letter-spacing: normal; line-height: normal; orphans: auto; text-indent: 0px; text-transform: none; white-space: normal; widows: 1; word-spacing: 0px; -webkit-text-stroke-width: 0px; font-stretch: normal; margin: 0px; text-align: justify; background-color: white;">Under the indemnification provisions of our customer agreements, we routinely agree to indemnify and defend our customers against infringement of any patent, trademark, or copyright of any country or the misappropriation of any trade secret, arising from the customers&#8217; legal use of our products or services. The exposure to us under these indemnification provisions is generally limited to the total amount paid by the customers under pertinent agreements. However, certain indemnification provisions potentially expose us to losses in excess of the aggregate amount received from the customer. To date, there have been no claims against us or our customers pertaining to such indemnification provisions and no amounts have been recorded.</p> <p style="color: #000000; font-family: 'times new roman', times, serif; font-size: 10pt; font-style: normal; font-variant: normal; font-weight: normal; letter-spacing: normal; line-height: normal; orphans: auto; text-align: start; text-indent: 0px; text-transform: none; white-space: normal; widows: 1; word-spacing: 0px; -webkit-text-stroke-width: 0px; font-stretch: normal; margin: 0px; background-color: white;"><b>NOTE 9 &#8211; RELATED PARTY TRANSACTIONS</b></p><p style="color: #000000; font-family: 'times new roman', times, serif; font-size: 10pt; font-style: normal; font-variant: normal; font-weight: normal; letter-spacing: normal; line-height: normal; orphans: auto; text-align: start; text-indent: 0px; text-transform: none; white-space: normal; widows: 1; word-spacing: 0px; -webkit-text-stroke-width: 0px; font-stretch: normal; margin: 0px; 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text-transform: none; text-indent: 0px; letter-spacing: normal; font-family: 'times new roman', times, serif; word-spacing: 0px; border-collapse: collapse; widows: 1; -webkit-text-stroke-width: 0px;" cellspacing="0" cellpadding="0"><tr style="vertical-align: bottom;"><td style="font-size: 10pt;">&#160;</td><td style="font-weight: bold; font-style: normal; font-variant: normal; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'times new roman', times, serif; padding-bottom: 1.5pt;">&#160;</td><td style="font-weight: bold; font-style: normal; font-variant: normal; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'times new roman', times, serif; text-align: center; border-bottom-color: black; border-bottom-width: 1.5pt; border-bottom-style: solid;" colspan="6">Shareholder advances</td><td style="padding-bottom: 1.5pt; font-weight: bold; font-style: normal; font-variant: normal; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'times new roman', times, serif;">&#160;</td></tr><tr style="vertical-align: bottom;"><td style="font-style: normal; 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Our total notes payable has increased to $723,323 at December 31, 2014 from $349,975 at December 31, 2013. Our current notes payable has also increased to $678,839 at December 31, 2014 from $273,903 at December 31, 2013. 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During the twelve months ended December 31, 2014 and 2013, the following customers have accounted for significant revenues, varying by period, to our company: Knight Aerospace, Inc., and PP Aviation Corporation. 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Certain events and circumstances we considered in determining whether the carrying value of identifiable intangible assets may not be recoverable include, but are not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; and changes in its business strategy.&#160;&#160;In determining if impairment exists, we estimate the undiscounted cash flows to be generated from the use and ultimate disposition of these assets.&#160;&#160;If impairment is indicated based on a comparison of the assets&#8217; carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. 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The value of the award is principally recognized as expense ratably over the requisite service periods. We have estimated the fair value of stock options and warrants as of the date of grant or assumption using the Black-Scholes option pricing model, which was developed for use in estimating the value of traded options that have no vesting restrictions and that are freely transferable. The Black-Scholes model requires the input of certain assumptions.&#160;&#160;Changes in the assumptions used in Black-Scholes model can materially affect the fair value estimates. We evaluate the assumptions used to value stock options on an annual basis. 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In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services to be provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. We recognize this expense over the period in which the services are provided. 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border-bottom-style: solid;" colspan="2">Options</td><td style="padding-bottom: 1.5pt; font-weight: bold; font-style: normal; font-variant: normal; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'times new roman', times, serif;">&#160;</td></tr><tr style="vertical-align: bottom; background-color: #cceeff;"><td style="width: 627px; font-weight: bold; font-style: normal; font-variant: normal; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'times new roman', times, serif; padding-left: 0px; padding-top: 0px; padding-right: 0px; text-indent: 0px;">Outstanding at December 31, 2012</td><td style="width: 16px; font-style: normal; font-variant: normal; font-weight: normal; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'times new roman', times, serif;">&#160;</td><td style="width: 16px; font-style: normal; font-variant: normal; font-weight: normal; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'times new roman', times, serif; 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text-align: left;">&#160;</td><td style="width: 15px; font-style: normal; font-variant: normal; font-weight: normal; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'times new roman', times, serif;">&#160;</td><td style="width: 15px; font-style: normal; font-variant: normal; font-weight: normal; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'times new roman', times, serif; text-align: left;">&#160;</td><td style="width: 141px; font-style: normal; font-variant: normal; font-weight: normal; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'times new roman', times, serif; text-align: right;">1,459,096</td><td style="width: 15px; font-style: normal; font-variant: normal; font-weight: normal; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'times new roman', times, serif; text-align: left;">&#160;</td></tr><tr style="vertical-align: bottom; background-color: white;"><td style="font-style: normal; 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font-variant: normal; font-weight: normal; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'times new roman', times, serif; text-align: left;">&#160;</td><td style="font-style: normal; font-variant: normal; font-weight: normal; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'times new roman', times, serif; text-align: right;">-</td><td style="font-style: normal; font-variant: normal; font-weight: normal; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'times new roman', times, serif; text-align: left;">&#160;</td><td style="font-style: normal; font-variant: normal; font-weight: normal; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'times new roman', times, serif;">&#160;</td><td style="font-style: normal; font-variant: normal; font-weight: normal; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'times new roman', times, serif; text-align: left;">&#160;</td><td style="font-style: normal; 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font-weight: normal; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'times new roman', times, serif;">&#160;</td><td style="font-style: normal; font-variant: normal; font-weight: normal; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'times new roman', times, serif; text-align: left;">&#160;</td><td style="font-style: normal; font-variant: normal; font-weight: normal; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'times new roman', times, serif; text-align: right;">-</td><td style="font-style: normal; font-variant: normal; font-weight: normal; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'times new roman', times, serif; text-align: left;">&#160;</td><td style="font-style: normal; font-variant: normal; font-weight: normal; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'times new roman', times, serif;">&#160;</td><td style="font-style: normal; font-variant: normal; font-weight: normal; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'times new roman', times, serif; text-align: left;">&#160;</td><td style="font-style: normal; font-variant: normal; font-weight: normal; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'times new roman', times, serif; text-align: right;">-</td><td style="font-style: normal; font-variant: normal; font-weight: normal; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'times new roman', times, serif; text-align: left;">&#160;</td></tr><tr style="vertical-align: bottom; background-color: white;"><td style="font-style: normal; font-variant: normal; font-weight: normal; font-stretch: normal; font-size: 10pt; line-height: normal; font-family: 'times new roman', times, serif; padding: 0px 0px 1.5pt; text-indent: 0px;">Forfeited/Cancelled</td><td style="font-style: normal; font-variant: normal; font-weight: normal; font-stretch: normal; font-size: 10pt; line-height: normal; 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Intangible Assets (Details 1) (USD $)
Dec. 31, 2014
Dec. 31, 2013
Summary of estimated future amortization expense of intangible assets    
2015 $ 30,232us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths  
2016 30,232us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo  
2017 30,232us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearThree  
2018 30,232us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFour  
Thereafter 241,837oxys_FiniteLivedIntangibleAssetsAmortizationExpenseAfterYearFour  
Intangible assets, Net $ 362,764us-gaap_FiniteLivedIntangibleAssetsNet $ 392,445us-gaap_FiniteLivedIntangibleAssetsNet
XML 23 R54.htm IDEA: XBRL DOCUMENT v2.4.1.9
Income Taxes (Details Textual) (USD $)
 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Income Taxes (Textual)    
Cumulative net operating loss carry-forwards $ 15,150,126us-gaap_OperatingLossCarryforwards $ 12,146,279us-gaap_OperatingLossCarryforwards
Cumulative net operating loss carry-forwards expiration date Between 2024 and 2034.  
Deferred income tax $ 5,588,365us-gaap_DeferredTaxAssetsGross $ 4,733,483us-gaap_DeferredTaxAssetsGross
XML 24 R48.htm IDEA: XBRL DOCUMENT v2.4.1.9
Stock Options and Warrants (Details 2)
 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Summary of fair value of options granted were estimated at the date of grant using the Black-Scholes model    
Volatility 83.79%us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate 40.45%us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate
Expected dividend rate 0.00%us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate 0.00%us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate
Minimum [Member]    
Summary of fair value of options granted were estimated at the date of grant using the Black-Scholes model    
Expected terms (in years) 5 years 5 years
Risk-free interest rate 0.82%us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate
/ us-gaap_RangeAxis
= us-gaap_MinimumMember		 1.05%us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate
/ us-gaap_RangeAxis
= us-gaap_MinimumMember
Maximum [Member]    
Summary of fair value of options granted were estimated at the date of grant using the Black-Scholes model    
Expected terms (in years) 10 years 10 years
Risk-free interest rate 1.02%us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate
/ us-gaap_RangeAxis
= us-gaap_MaximumMember		 1.74%us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate
/ us-gaap_RangeAxis
= us-gaap_MaximumMember
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Commitments and Contingency (Details) (USD $)
Dec. 31, 2014
Summary of future minimum lease payments under non-cancelable operating lease  
2015 $ 194,400us-gaap_OperatingLeasesFutureMinimumPaymentsDueCurrent
2016 210,600us-gaap_OperatingLeasesFutureMinimumPaymentsDueInTwoYears
2017 210,600us-gaap_OperatingLeasesFutureMinimumPaymentsDueInThreeYears
Thereafter   
Operating leases, Future minimum payments, Total $ 615,600us-gaap_OperatingLeasesFutureMinimumPaymentsDue

XML 27 R46.htm IDEA: XBRL DOCUMENT v2.4.1.9
Stock Options and Warrants (Details) (Stock Options [Member], USD $)
 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Summary of option activity    
Outstanding Options/Warrants, beginning balance 1,568,891us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber 1,459,096us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber
Granted 380,000us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross 135,000us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross
Exercised     
Forfeited/Cancelled (241,403)us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriod (25,205)us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriod
Outstanding Options/Warrants, ending balance 1,707,488us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber 1,568,891us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber
Employee [Member]    
Summary of option activity    
Outstanding Options/Warrants, beginning balance 1,552,991us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber
/ oxys_AwardeeAxis
= oxys_EmployeeMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember		 1,440,916us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber
/ oxys_AwardeeAxis
= oxys_EmployeeMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember
Outstanding Options/Warrants, Weighted Average Exercise Price, beginning balance 0.35us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice
/ oxys_AwardeeAxis
= oxys_EmployeeMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember		 0.38us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice
/ oxys_AwardeeAxis
= oxys_EmployeeMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember
Granted 380,000us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross
/ oxys_AwardeeAxis
= oxys_EmployeeMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember		 135,000us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross
/ oxys_AwardeeAxis
= oxys_EmployeeMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember
Granted, Weighted Average Exercise Price 0.52us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice
/ oxys_AwardeeAxis
= oxys_EmployeeMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember		 0.25us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice
/ oxys_AwardeeAxis
= oxys_EmployeeMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember
Exercised      
Exercised, Weighted Average Exercise Price      
Forfeited/Cancelled (225,503)us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriod
/ oxys_AwardeeAxis
= oxys_EmployeeMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember		 (22,925)us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriod
/ oxys_AwardeeAxis
= oxys_EmployeeMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember
Forfeited/Cancelled, Weighted Average Exercise Price 0.91us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriodWeightedAverageExercisePrice
/ oxys_AwardeeAxis
= oxys_EmployeeMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember		 1.56us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriodWeightedAverageExercisePrice
/ oxys_AwardeeAxis
= oxys_EmployeeMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember
Outstanding Options/Warrants, ending balance 1,707,488us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber
/ oxys_AwardeeAxis
= oxys_EmployeeMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember		 1,552,991us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber
/ oxys_AwardeeAxis
= oxys_EmployeeMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember
Outstanding Options/Warrants, Weighted Average Exercise Price, ending balance 0.31us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice
/ oxys_AwardeeAxis
= oxys_EmployeeMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember		 0.35us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice
/ oxys_AwardeeAxis
= oxys_EmployeeMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember
Non-Employee [Member]    
Summary of option activity    
Outstanding Options/Warrants, beginning balance 15,900us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber
/ oxys_AwardeeAxis
= oxys_NonEmployeeStockOptionMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember		 18,180us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber
/ oxys_AwardeeAxis
= oxys_NonEmployeeStockOptionMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember
Outstanding Options/Warrants, Weighted Average Exercise Price, beginning balance 2.50us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice
/ oxys_AwardeeAxis
= oxys_NonEmployeeStockOptionMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember		 1.15us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice
/ oxys_AwardeeAxis
= oxys_NonEmployeeStockOptionMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember
Granted      
Granted, Weighted Average Exercise Price      
Exercised      
Exercised, Weighted Average Exercise Price      
Forfeited/Cancelled (15,900)us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriod
/ oxys_AwardeeAxis
= oxys_NonEmployeeStockOptionMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember		 (2,280)us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriod
/ oxys_AwardeeAxis
= oxys_NonEmployeeStockOptionMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember
Forfeited/Cancelled, Weighted Average Exercise Price 2.50us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriodWeightedAverageExercisePrice
/ oxys_AwardeeAxis
= oxys_NonEmployeeStockOptionMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember		 2.50us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriodWeightedAverageExercisePrice
/ oxys_AwardeeAxis
= oxys_NonEmployeeStockOptionMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember
Outstanding Options/Warrants, ending balance   15,900us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber
/ oxys_AwardeeAxis
= oxys_NonEmployeeStockOptionMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember
Outstanding Options/Warrants, Weighted Average Exercise Price, ending balance   2.50us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice
/ oxys_AwardeeAxis
= oxys_NonEmployeeStockOptionMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember
XML 28 R33.htm IDEA: XBRL DOCUMENT v2.4.1.9
Organization and Summary of Significant Accounting Policies (Details) (USD $)
Dec. 31, 2014
Dec. 31, 2013
Summary of Inventories    
Raw materials $ 133,477us-gaap_InventoryRawMaterials $ 145,827us-gaap_InventoryRawMaterials
Work in process 41,114us-gaap_InventoryWorkInProcess 78,809us-gaap_InventoryWorkInProcess
Finished goods 102,755us-gaap_InventoryFinishedGoods 63,030us-gaap_InventoryFinishedGoods
Total inventories $ 277,346us-gaap_InventoryNet $ 287,666us-gaap_InventoryNet
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Commitments and Contingency (Details Textual) (USD $)
 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2007
Commitments and Contingency (Textual)      
Lease Expiration Date   Dec. 31, 2017 Oct. 31, 2012
Rent expense $ 194,400us-gaap_OperatingLeasesRentExpenseNet $ 194,400us-gaap_OperatingLeasesRentExpenseNet  
Balance outstanding as debt obligation to VenCore Solutions, LLC 307,662us-gaap_LongTermContractForPurchaseOfElectricPowerAmountOfLongTermDebtOrLeaseObligationOutstanding    
Settlement of debt through common stock 75,000oxys_IssuanceOfCommonStockToSettleLeaseDebt    
Balance on Vencore lease $ 0us-gaap_CapitalLeaseObligations    

XML 32 R25.htm IDEA: XBRL DOCUMENT v2.4.1.9
Notes Payable (Tables)
 12 Months Ended
Dec. 31, 2014
Debt Instrument [Line Items]  
Carrying values of short-term and long-term notes payable

 

  Effective Interest Rate  Principal  Accrued Interest  Discount  December 31,
2014		 
                
Current notes payable               
Iliad Trading and Research Notes  1.5%  157,458   2,346   -   159,804 
Union Capital Funding Notes  69.9%  297,000   4,680   202,843   98,837 
JSJ Investments Notes  37.3%  300,000   10,685   101,124   209,561 
Sojourn Note  92.9%  30,000   819   27,041   3,778 
WHC Capital Note  74.5%  38,500   405   28,293   10,612 
Group 10 Notes  64.3%  236,000   2,716   148,963   89,753 
GEL Notes  66.8%  165,000   1,465   108,761   57,704 
Frisco EDC  12.3%  104,000   -   15,516   88,484 
                     
Total short-term notes payable     $1,327,958  $23,116  $632,542  $718,533 
                     
Long-term notes payable                    
none     $-   -   -  $0 
                     
Total long-term notes payable     $0  $0  $0  $0 
Total short-term and long-term notes payable     $1,327,958  $23,116  $632,541  $718,533 

 

 

  Effective Interest Rate  Principal  Accrued Interest  Discount  December 31,
2013		 
                
Current notes payable               
Iliad Trading and Research Notes  47.3%  165,000   5,004   72,980   97,024 
LG Capital Funding  53.7%  57,500   3,008   27,886   32,622 
JMJ Financial  70.4%  110,000   13,200   64,195   59,005 
Tonaquint, Inc.  47.0%  105,000   6,785   42,535   69,250 
Frisco EDC  12.34%  44,000   -   -   44,000 
                     
Total short-term notes payable     $481,500  $27,997  $207,596  $301,901 
                     
Long-term notes payable                    
Frisco EDC  12.34% $104,000   -   27,928  $76,072 
                     
Total long-term notes payable     $104,000  $0  $27,928  $76,072 
Total short-term and long-term notes payable     $585,500  $27,997  $235,524  $377,973 
Schedule of aggregate maturities of debt

 

  As of 
December 31,
2014		 
    
2015 $

718,533

 
Thereafter  - 
Total $

718,533

 
Frisco EDC [Member]  
Debt Instrument [Line Items]  
Future principal payments of Frisco note payable
2015  52,000 
2016  52,000 
  $104,000 

 
XML 33 R50.htm IDEA: XBRL DOCUMENT v2.4.1.9
Stock Options and Warrants (Details 4) (Warrant [Member], USD $)
 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Warrant [Member]
    
Summary of warrants activity    
Outstanding Options/Warrants, beginning balance 2,967,009us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber
/ us-gaap_AwardTypeAxis
= us-gaap_WarrantMember		 1,877,034us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber
/ us-gaap_AwardTypeAxis
= us-gaap_WarrantMember
Outstanding Options/Warrants, Weighted Average Exercise Price, beginning balance $ 1.13us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice
/ us-gaap_AwardTypeAxis
= us-gaap_WarrantMember		 $ 0.80us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice
/ us-gaap_AwardTypeAxis
= us-gaap_WarrantMember
Outstanding Warrants, Estimated Life (Years), begining balance 2 years 9 months 22 days 1 year 7 months 24 days
Outstanding Warrants, Intrinsic Value, beginning balance $ 0.19oxys_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingInPeriodWeightedAverageIntrinsicValue
/ us-gaap_AwardTypeAxis
= us-gaap_WarrantMember		 $ 1.07oxys_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingInPeriodWeightedAverageIntrinsicValue
/ us-gaap_AwardTypeAxis
= us-gaap_WarrantMember
Granted 1,467,896us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross
/ us-gaap_AwardTypeAxis
= us-gaap_WarrantMember		 1,576,364us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross
/ us-gaap_AwardTypeAxis
= us-gaap_WarrantMember
Granted, Weighted Average Exercise Price $ 1.26us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice
/ us-gaap_AwardTypeAxis
= us-gaap_WarrantMember		 $ 1.44us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice
/ us-gaap_AwardTypeAxis
= us-gaap_WarrantMember
Granted, Estimated Life (Years) 3 years 11 months 12 days 4 years 3 months 18 days
Exercised (436,945)us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised
/ us-gaap_AwardTypeAxis
= us-gaap_WarrantMember		 (438,889)us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised
/ us-gaap_AwardTypeAxis
= us-gaap_WarrantMember
Exercised, Weighted Average Exercise Price $ 0.01us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice
/ us-gaap_AwardTypeAxis
= us-gaap_WarrantMember		 $ 0.01us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice
/ us-gaap_AwardTypeAxis
= us-gaap_WarrantMember
Forfeited/Cancelled (468,700)us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriod
/ us-gaap_AwardTypeAxis
= us-gaap_WarrantMember		 (47,500)us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriod
/ us-gaap_AwardTypeAxis
= us-gaap_WarrantMember
Forfeited/Cancelled, Weighted Average Exercise Price $ 0.65us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriodWeightedAverageExercisePrice
/ us-gaap_AwardTypeAxis
= us-gaap_WarrantMember		 $ 0.69us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriodWeightedAverageExercisePrice
/ us-gaap_AwardTypeAxis
= us-gaap_WarrantMember
Exercisable 3,569,260us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber
/ us-gaap_AwardTypeAxis
= us-gaap_WarrantMember		 2,967,009us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber
/ us-gaap_AwardTypeAxis
= us-gaap_WarrantMember
Exercisable, Weighted Average Exercise Price $ 1.37us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice
/ us-gaap_AwardTypeAxis
= us-gaap_WarrantMember		 $ 1.13us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice
/ us-gaap_AwardTypeAxis
= us-gaap_WarrantMember
Exercisable, Estimated Life (Years) 3 years 2 months 5 days 2 years 9 months 22 days
Exercisable, Intrinsic Value   $ 0.19oxys_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableInPeriodWeightedAverageIntrinsicValue
/ us-gaap_AwardTypeAxis
= us-gaap_WarrantMember
Outstanding Options/Warrants, ending balance 3,569,260us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber
/ us-gaap_AwardTypeAxis
= us-gaap_WarrantMember		 2,967,009us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber
/ us-gaap_AwardTypeAxis
= us-gaap_WarrantMember
Outstanding Options/Warrants, Weighted Average Exercise Price, ending balance $ 1.37us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice
/ us-gaap_AwardTypeAxis
= us-gaap_WarrantMember		 $ 1.13us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice
/ us-gaap_AwardTypeAxis
= us-gaap_WarrantMember
Outstanding Warrants, Estimated Life (Years), ending balance 3 years 2 months 5 days 2 years 9 months 22 days
Outstanding Warrants, Intrinsic Value, ending balance   $ 0.19oxys_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingInPeriodWeightedAverageIntrinsicValueOne
/ us-gaap_AwardTypeAxis
= us-gaap_WarrantMember
XML 34 R42.htm IDEA: XBRL DOCUMENT v2.4.1.9
Notes Payable (Details 1) (USD $)
Dec. 31, 2014
Dec. 31, 2013
Carrying values of short-term and long-term notes payable    
Effective Interest Rate   12.34%us-gaap_DebtInstrumentInterestRateEffectivePercentage
Total short-term notes payable, Principal $ 1,327,958us-gaap_ShortTermBankLoansAndNotesPayable $ 481,500us-gaap_ShortTermBankLoansAndNotesPayable
Total short term notes accrued interest 23,116oxys_ShortTermDebtAccruedInterest 27,997oxys_ShortTermDebtAccruedInterest
Total short-term notes payable, Discount 632,542oxys_DiscountOnShortTermNotesPayable 207,596oxys_DiscountOnShortTermNotesPayable
Total short-term notes payable 718,533us-gaap_OtherNotesPayableCurrent 301,901us-gaap_OtherNotesPayableCurrent
Total long-term notes payable, Principal 0us-gaap_ShortTermBorrowings 104,000us-gaap_ShortTermBorrowings
Total Long term notes accrued interest 0oxys_LongTermDebtAccruedInterest 0oxys_LongTermDebtAccruedInterest
Total long-term notes payable, Discount 0oxys_DiscountOnLongTermNotesPayable 27,928oxys_DiscountOnLongTermNotesPayable
Total long-term notes payable 0us-gaap_OtherLongTermNotesPayable 76,072us-gaap_OtherLongTermNotesPayable
Total short-term and long-term notes payable, Principal 1,327,958us-gaap_DebtLongtermAndShorttermCombinedAmount 585,500us-gaap_DebtLongtermAndShorttermCombinedAmount
Total short and long term notes accrued interest 23,116oxys_ShortAndLongTermDebtAccruedInterest 27,997oxys_ShortAndLongTermDebtAccruedInterest
Total short-term and long-term notes payable, Discount 632,541oxys_ShortAndLongTermDebtAccruedDiscount 235,524oxys_ShortAndLongTermDebtAccruedDiscount
Total short-term and long-term notes payable 718,533us-gaap_LongTermNotesAndLoans 377,973us-gaap_LongTermNotesAndLoans
Iliad Trading and Research Notes [Member]    
Carrying values of short-term and long-term notes payable    
Effective Interest Rate 1.50%us-gaap_DebtInstrumentInterestRateEffectivePercentage
/ us-gaap_DebtInstrumentAxis
= oxys_IliadTradingAndResearchMember		 47.30%us-gaap_DebtInstrumentInterestRateEffectivePercentage
/ us-gaap_DebtInstrumentAxis
= oxys_IliadTradingAndResearchMember
Total short-term notes payable, Principal 157,458us-gaap_ShortTermBankLoansAndNotesPayable
/ us-gaap_DebtInstrumentAxis
= oxys_IliadTradingAndResearchMember		 165,000us-gaap_ShortTermBankLoansAndNotesPayable
/ us-gaap_DebtInstrumentAxis
= oxys_IliadTradingAndResearchMember
Total short term notes accrued interest 2,346oxys_ShortTermDebtAccruedInterest
/ us-gaap_DebtInstrumentAxis
= oxys_IliadTradingAndResearchMember		 5,004oxys_ShortTermDebtAccruedInterest
/ us-gaap_DebtInstrumentAxis
= oxys_IliadTradingAndResearchMember
Total short-term notes payable, Discount    72,980oxys_DiscountOnShortTermNotesPayable
/ us-gaap_DebtInstrumentAxis
= oxys_IliadTradingAndResearchMember
Total short-term notes payable 159,804us-gaap_OtherNotesPayableCurrent
/ us-gaap_DebtInstrumentAxis
= oxys_IliadTradingAndResearchMember		 97,024us-gaap_OtherNotesPayableCurrent
/ us-gaap_DebtInstrumentAxis
= oxys_IliadTradingAndResearchMember
Union Capital Funding Notes [Member]    
Carrying values of short-term and long-term notes payable    
Effective Interest Rate 69.90%us-gaap_DebtInstrumentInterestRateEffectivePercentage
/ us-gaap_DebtInstrumentAxis
= oxys_UnionCapitalFundingNotesMember		  
Total short-term notes payable, Principal 297,000us-gaap_ShortTermBankLoansAndNotesPayable
/ us-gaap_DebtInstrumentAxis
= oxys_UnionCapitalFundingNotesMember		  
Total short term notes accrued interest 4,680oxys_ShortTermDebtAccruedInterest
/ us-gaap_DebtInstrumentAxis
= oxys_UnionCapitalFundingNotesMember		  
Total short-term notes payable, Discount 202,843oxys_DiscountOnShortTermNotesPayable
/ us-gaap_DebtInstrumentAxis
= oxys_UnionCapitalFundingNotesMember		  
Total short-term notes payable 98,837us-gaap_OtherNotesPayableCurrent
/ us-gaap_DebtInstrumentAxis
= oxys_UnionCapitalFundingNotesMember		  
LG Capital Funding [Member]    
Carrying values of short-term and long-term notes payable    
Effective Interest Rate   53.70%us-gaap_DebtInstrumentInterestRateEffectivePercentage
/ us-gaap_DebtInstrumentAxis
= oxys_LgCapitalFundingMember
Total short-term notes payable, Principal   57,500us-gaap_ShortTermBankLoansAndNotesPayable
/ us-gaap_DebtInstrumentAxis
= oxys_LgCapitalFundingMember
Total short term notes accrued interest   3,008oxys_ShortTermDebtAccruedInterest
/ us-gaap_DebtInstrumentAxis
= oxys_LgCapitalFundingMember
Total short-term notes payable, Discount   27,886oxys_DiscountOnShortTermNotesPayable
/ us-gaap_DebtInstrumentAxis
= oxys_LgCapitalFundingMember
Total short-term notes payable   32,622us-gaap_OtherNotesPayableCurrent
/ us-gaap_DebtInstrumentAxis
= oxys_LgCapitalFundingMember
JMJ Financial [Member]    
Carrying values of short-term and long-term notes payable    
Effective Interest Rate   70.40%us-gaap_DebtInstrumentInterestRateEffectivePercentage
/ us-gaap_DebtInstrumentAxis
= oxys_JmjFinancialMember
Total short-term notes payable, Principal   110,000us-gaap_ShortTermBankLoansAndNotesPayable
/ us-gaap_DebtInstrumentAxis
= oxys_JmjFinancialMember
Total short term notes accrued interest   13,200oxys_ShortTermDebtAccruedInterest
/ us-gaap_DebtInstrumentAxis
= oxys_JmjFinancialMember
Total short-term notes payable, Discount   64,195oxys_DiscountOnShortTermNotesPayable
/ us-gaap_DebtInstrumentAxis
= oxys_JmjFinancialMember
Total short-term notes payable   59,005us-gaap_OtherNotesPayableCurrent
/ us-gaap_DebtInstrumentAxis
= oxys_JmjFinancialMember
Tonaquint, Inc. [Member]    
Carrying values of short-term and long-term notes payable    
Effective Interest Rate   47.00%us-gaap_DebtInstrumentInterestRateEffectivePercentage
/ us-gaap_DebtInstrumentAxis
= oxys_TonaquintsIncMember
Total short-term notes payable, Principal   105,000us-gaap_ShortTermBankLoansAndNotesPayable
/ us-gaap_DebtInstrumentAxis
= oxys_TonaquintsIncMember
Total short term notes accrued interest   6,785oxys_ShortTermDebtAccruedInterest
/ us-gaap_DebtInstrumentAxis
= oxys_TonaquintsIncMember
Total short-term notes payable, Discount   42,535oxys_DiscountOnShortTermNotesPayable
/ us-gaap_DebtInstrumentAxis
= oxys_TonaquintsIncMember
Total short-term notes payable   69,250us-gaap_OtherNotesPayableCurrent
/ us-gaap_DebtInstrumentAxis
= oxys_TonaquintsIncMember
Frisco EDC [Member]    
Carrying values of short-term and long-term notes payable    
Effective Interest Rate 12.30%us-gaap_DebtInstrumentInterestRateEffectivePercentage
/ us-gaap_DebtInstrumentAxis
= us-gaap_NotesPayableOtherPayablesMember		 12.34%us-gaap_DebtInstrumentInterestRateEffectivePercentage
/ us-gaap_DebtInstrumentAxis
= us-gaap_NotesPayableOtherPayablesMember
Total short-term notes payable, Principal 104,000us-gaap_ShortTermBankLoansAndNotesPayable
/ us-gaap_DebtInstrumentAxis
= us-gaap_NotesPayableOtherPayablesMember		 44,000us-gaap_ShortTermBankLoansAndNotesPayable
/ us-gaap_DebtInstrumentAxis
= us-gaap_NotesPayableOtherPayablesMember
Total short term notes accrued interest      
Total short-term notes payable, Discount 15,516oxys_DiscountOnShortTermNotesPayable
/ us-gaap_DebtInstrumentAxis
= us-gaap_NotesPayableOtherPayablesMember		   
Total short-term notes payable 88,484us-gaap_OtherNotesPayableCurrent
/ us-gaap_DebtInstrumentAxis
= us-gaap_NotesPayableOtherPayablesMember		 44,000us-gaap_OtherNotesPayableCurrent
/ us-gaap_DebtInstrumentAxis
= us-gaap_NotesPayableOtherPayablesMember
Frisco EDC, Long-term [Member]    
Carrying values of short-term and long-term notes payable    
Effective Interest Rate   12.34%us-gaap_DebtInstrumentInterestRateEffectivePercentage
/ us-gaap_DebtInstrumentAxis
= oxys_FriscoEdcLongTermNotesPayableMember
Total long-term notes payable, Principal    104,000us-gaap_ShortTermBorrowings
/ us-gaap_DebtInstrumentAxis
= oxys_FriscoEdcLongTermNotesPayableMember
Total Long term notes accrued interest      
Total long-term notes payable, Discount    27,928oxys_DiscountOnLongTermNotesPayable
/ us-gaap_DebtInstrumentAxis
= oxys_FriscoEdcLongTermNotesPayableMember
Total long-term notes payable 0us-gaap_OtherLongTermNotesPayable
/ us-gaap_DebtInstrumentAxis
= oxys_FriscoEdcLongTermNotesPayableMember		 76,072us-gaap_OtherLongTermNotesPayable
/ us-gaap_DebtInstrumentAxis
= oxys_FriscoEdcLongTermNotesPayableMember
JSJ Investments Notes [Member]    
Carrying values of short-term and long-term notes payable    
Effective Interest Rate 37.30%us-gaap_DebtInstrumentInterestRateEffectivePercentage
/ us-gaap_DebtInstrumentAxis
= oxys_JsjInvestmentsNotesMember		  
Total short-term notes payable, Principal 300,000us-gaap_ShortTermBankLoansAndNotesPayable
/ us-gaap_DebtInstrumentAxis
= oxys_JsjInvestmentsNotesMember		  
Total short term notes accrued interest 10,685oxys_ShortTermDebtAccruedInterest
/ us-gaap_DebtInstrumentAxis
= oxys_JsjInvestmentsNotesMember		  
Total short-term notes payable, Discount 101,124oxys_DiscountOnShortTermNotesPayable
/ us-gaap_DebtInstrumentAxis
= oxys_JsjInvestmentsNotesMember		  
Total short-term notes payable 209,561us-gaap_OtherNotesPayableCurrent
/ us-gaap_DebtInstrumentAxis
= oxys_JsjInvestmentsNotesMember		  
Sojourn Note [Member]    
Carrying values of short-term and long-term notes payable    
Effective Interest Rate 92.90%us-gaap_DebtInstrumentInterestRateEffectivePercentage
/ us-gaap_DebtInstrumentAxis
= oxys_SojournNoteMember		  
Total short-term notes payable, Principal 30,000us-gaap_ShortTermBankLoansAndNotesPayable
/ us-gaap_DebtInstrumentAxis
= oxys_SojournNoteMember		  
Total short term notes accrued interest 819oxys_ShortTermDebtAccruedInterest
/ us-gaap_DebtInstrumentAxis
= oxys_SojournNoteMember		  
Total short-term notes payable, Discount 27,041oxys_DiscountOnShortTermNotesPayable
/ us-gaap_DebtInstrumentAxis
= oxys_SojournNoteMember		  
Total short-term notes payable 3,778us-gaap_OtherNotesPayableCurrent
/ us-gaap_DebtInstrumentAxis
= oxys_SojournNoteMember		  
WHC Capital Note [Member]    
Carrying values of short-term and long-term notes payable    
Effective Interest Rate 74.50%us-gaap_DebtInstrumentInterestRateEffectivePercentage
/ us-gaap_DebtInstrumentAxis
= oxys_WhcCapitalNoteMember		  
Total short-term notes payable, Principal 38,500us-gaap_ShortTermBankLoansAndNotesPayable
/ us-gaap_DebtInstrumentAxis
= oxys_WhcCapitalNoteMember		  
Total short term notes accrued interest 405oxys_ShortTermDebtAccruedInterest
/ us-gaap_DebtInstrumentAxis
= oxys_WhcCapitalNoteMember		  
Total short-term notes payable, Discount 28,293oxys_DiscountOnShortTermNotesPayable
/ us-gaap_DebtInstrumentAxis
= oxys_WhcCapitalNoteMember		  
Total short-term notes payable 10,612us-gaap_OtherNotesPayableCurrent
/ us-gaap_DebtInstrumentAxis
= oxys_WhcCapitalNoteMember		  
Group 10 Notes [Member]    
Carrying values of short-term and long-term notes payable    
Effective Interest Rate 64.30%us-gaap_DebtInstrumentInterestRateEffectivePercentage
/ us-gaap_DebtInstrumentAxis
= oxys_Group10NotesMember		  
Total short-term notes payable, Principal 236,000us-gaap_ShortTermBankLoansAndNotesPayable
/ us-gaap_DebtInstrumentAxis
= oxys_Group10NotesMember		  
Total short term notes accrued interest 2,716oxys_ShortTermDebtAccruedInterest
/ us-gaap_DebtInstrumentAxis
= oxys_Group10NotesMember		  
Total short-term notes payable, Discount 148,963oxys_DiscountOnShortTermNotesPayable
/ us-gaap_DebtInstrumentAxis
= oxys_Group10NotesMember		  
Total short-term notes payable 89,753us-gaap_OtherNotesPayableCurrent
/ us-gaap_DebtInstrumentAxis
= oxys_Group10NotesMember		  
GEL Notes [Member]    
Carrying values of short-term and long-term notes payable    
Effective Interest Rate 66.80%us-gaap_DebtInstrumentInterestRateEffectivePercentage
/ us-gaap_DebtInstrumentAxis
= oxys_GelNotesMember		  
Total short-term notes payable, Principal 165,000us-gaap_ShortTermBankLoansAndNotesPayable
/ us-gaap_DebtInstrumentAxis
= oxys_GelNotesMember		  
Total short term notes accrued interest 1,465oxys_ShortTermDebtAccruedInterest
/ us-gaap_DebtInstrumentAxis
= oxys_GelNotesMember		  
Total short-term notes payable, Discount 108,761oxys_DiscountOnShortTermNotesPayable
/ us-gaap_DebtInstrumentAxis
= oxys_GelNotesMember		  
Total short-term notes payable $ 57,704us-gaap_OtherNotesPayableCurrent
/ us-gaap_DebtInstrumentAxis
= oxys_GelNotesMember		  
XML 35 R37.htm IDEA: XBRL DOCUMENT v2.4.1.9
Organization and Summary of Significant Accounting Policies (Details Textual) (USD $)
 12 Months Ended
Dec. 31, 2014
Patent
Dec. 31, 2013
Summary of Significant Accounting Policies (Textual)    
Number of issued patents owned by company 7oxys_NumberOfPatentsOwnedByCompany  
Deferred revenue    $ 2,976us-gaap_DeferredRevenueCurrent
Credit period granted to recurring customers on sales   30 days
Depreciation expense 11,970us-gaap_Depreciation 23,165us-gaap_Depreciation
Amortization of intangible assets 30,180us-gaap_AmortizationOfIntangibleAssets 29,995us-gaap_AmortizationOfIntangibleAssets
Impairment charges for patents 0us-gaap_ImpairmentOfIntangibleAssetsFinitelived 0us-gaap_ImpairmentOfIntangibleAssetsFinitelived
Amortization expense of other assets 92,612oxys_AmortizationExpenseOfOtherAssets 102,404oxys_AmortizationExpenseOfOtherAssets
Bad debts expenses 2,443us-gaap_ProvisionForDoubtfulAccounts 23,194us-gaap_ProvisionForDoubtfulAccounts
Research and development expense 583,435us-gaap_ResearchAndDevelopmentExpense 356,015us-gaap_ResearchAndDevelopmentExpense
Stock-based compensation expense related to stock options issued to the employees 108,244us-gaap_AllocatedShareBasedCompensationExpense 61,480us-gaap_AllocatedShareBasedCompensationExpense
Common Stock options and warrants issued for services 28,700oxys_CommonStockOptionsAndWarrantsIssuedForServices   
Advertising and promotion costs $ 718,705us-gaap_AdvertisingExpense $ 353,156us-gaap_AdvertisingExpense
Stock options, warrants and convertible note shares excluded from computation of the loss per share 3,757,583us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount 1,635,694us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount
Furniture and Fixtures [Member]    
Summary of Significant Accounting Policies (Textual)    
Property and equipment, useful life 5 years  
Software [Member]    
Summary of Significant Accounting Policies (Textual)    
Property and equipment, useful life 3 years  
Software [Member] | Minimum [Member]    
Summary of Significant Accounting Policies (Textual)    
Property and equipment, useful life 3 years  
Software [Member] | Maximum [Member]    
Summary of Significant Accounting Policies (Textual)    
Property and equipment, useful life 5 years  
Machinery and Equipment [Member] | Minimum [Member]    
Summary of Significant Accounting Policies (Textual)    
Property and equipment, useful life 5 years  
Machinery and Equipment [Member] | Maximum [Member]    
Summary of Significant Accounting Policies (Textual)    
Property and equipment, useful life 7 years  
Leasehold Improvements [Member] | Minimum [Member]    
Summary of Significant Accounting Policies (Textual)    
Property and equipment, useful life 3 years  
Leasehold Improvements [Member] | Maximum [Member]    
Summary of Significant Accounting Policies (Textual)    
Property and equipment, useful life 7 years  
XML 36 R52.htm IDEA: XBRL DOCUMENT v2.4.1.9
Income Taxes (Details) (USD $)
Dec. 31, 2014
Dec. 31, 2013
Summary of components of net deferred tax assets including valuation allowance    
Net operating loss carry-forwards $ 5,150,797us-gaap_DeferredTaxAssetsOperatingLossCarryforwards $ 4,129,735us-gaap_DeferredTaxAssetsOperatingLossCarryforwards
Net deferred tax assets before valuation allowance 5,588,365us-gaap_DeferredTaxAssetsGross 4,733,483us-gaap_DeferredTaxAssetsGross
Less: Valuation Allowance (5,588,365)us-gaap_DeferredTaxAssetsValuationAllowance (4,733,483)us-gaap_DeferredTaxAssetsValuationAllowance
Net deferred tax assets      
XML 37 R61.htm IDEA: XBRL DOCUMENT v2.4.1.9
Segment Information (Details) (USD $)
 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Components of revenue by geographic region    
Total revenues $ 2,437,402us-gaap_Revenues $ 1,800,327us-gaap_Revenues
United States revenues [Member]    
Components of revenue by geographic region    
Total revenues 2,380,000us-gaap_Revenues
/ us-gaap_StatementGeographicalAxis
= country_US		 1,302,042us-gaap_Revenues
/ us-gaap_StatementGeographicalAxis
= country_US
ROW revenues [Member]    
Components of revenue by geographic region    
Total revenues $ 57,402us-gaap_Revenues
/ us-gaap_StatementGeographicalAxis
= oxys_RowMember		 $ 498,286us-gaap_Revenues
/ us-gaap_StatementGeographicalAxis
= oxys_RowMember
XML 38 R47.htm IDEA: XBRL DOCUMENT v2.4.1.9
Stock Options and Warrants (Details 1) (Employee Stock Option [Member], USD $)
 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Summary of stock option forfeited/Cancelled under the Plan    
Forfeited/Cancelled, Shares (241,403)us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriod (25,205)us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriod
Employee [Member]    
Summary of stock option forfeited/Cancelled under the Plan    
Forfeited/Cancelled, Shares (225,503)us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriod
/ oxys_AwardeeAxis
= oxys_EmployeeMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember		 (22,925)us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriod
/ oxys_AwardeeAxis
= oxys_EmployeeMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember
Forfeited/Cancelled, weighted average exercise price 0.91us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriodWeightedAverageExercisePrice
/ oxys_AwardeeAxis
= oxys_EmployeeMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember		 1.56us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriodWeightedAverageExercisePrice
/ oxys_AwardeeAxis
= oxys_EmployeeMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember
Non-Employee [Member]    
Summary of stock option forfeited/Cancelled under the Plan    
Forfeited/Cancelled, Shares (15,900)us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriod
/ oxys_AwardeeAxis
= oxys_NonEmployeeStockOptionMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember		 (2,280)us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriod
/ oxys_AwardeeAxis
= oxys_NonEmployeeStockOptionMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember
Forfeited/Cancelled, weighted average exercise price 2.50us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriodWeightedAverageExercisePrice
/ oxys_AwardeeAxis
= oxys_NonEmployeeStockOptionMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember		 2.50us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriodWeightedAverageExercisePrice
/ oxys_AwardeeAxis
= oxys_NonEmployeeStockOptionMember
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember
XML 39 R9.htm IDEA: XBRL DOCUMENT v2.4.1.9
Notes Payable
 12 Months Ended
Dec. 31, 2014
Notes Payable [Abstract]  
NOTES PAYABLE

NOTE 3 – NOTES PAYABLE

 

Frisco Promissory Note. On March 22, 2011 we entered into an Amended and Restated Performance Agreement with the Frisco Economic Development Corporation (“FEDC”) pursuant to an economic incentive package. In terms of the Amended and Restated Performance Agreement, the FEDC provided us with economic assistance in the form of the renewal and extension a forgivable loan of $213,000 (the “Frisco Note”) together with performance credits over 5 years, commencing on March 22, 2011 and ending on the earlier to occur of: (i) the full payment of the economic incentives; or (ii) March 31, 2016.

 

The Frisco Note requires varying annual principal payments through December 2015. The Frisco Note is non-interest bearing; however, interest has been imputed at 12.34% per annum. The unamortized discount at December 31, 2014 was $15,516, and the net amount of the Frisco Note as at December 31, 2014 was $88,484.

 

Future principal payments of the Frisco Note payable are as follows:

 

2015  52,000 
2016  52,000 
  $104,000 

 

The following table reflects the carrying values of our short-term and long-term notes payable as of December 31, 2014.

 

  Effective Interest Rate  Principal  Accrued Interest  Discount  December 31,
2014		 
                
Current notes payable               
Iliad Trading and Research Notes  1.5%  157,458   2,346   -   159,804 
Union Capital Funding Notes  69.9%  297,000   4,680   202,843   98,837 
JSJ Investments Notes  37.3%  300,000   10,685   101,124   209,561 
Sojourn Note  92.9%  30,000   819   27,041   3,778 
WHC Capital Note  74.5%  38,500   405   28,293   10,612 
Group 10 Notes  64.3%  236,000   2,716   148,963   89,753 
GEL Notes  66.8%  165,000   1,465   108,761   57,704 
Frisco EDC  12.3%  104,000   -   15,516   88,484 
                     
Total short-term notes payable     $1,327,958  $23,116  $632,542  $718,533 
                     
Long-term notes payable                    
none     $-   -   -  $0 
                     
Total long-term notes payable     $0  $0  $0  $0 
Total short-term and long-term notes payable     $1,327,958  $23,116  $632,541  $718,533 

 

The following table reflects the carrying values of our short-term and long-term notes payable as of December 31, 2013.

 

  Effective Interest Rate  Principal  Accrued Interest  Discount  December 31,
2013		 
                
Current notes payable               
Iliad Trading and Research Notes  47.3%  165,000   5,004   72,980   97,024 
LG Capital Funding  53.7%  57,500   3,008   27,886   32,622 
JMJ Financial  70.4%  110,000   13,200   64,195   59,005 
Tonaquint, Inc.  47.0%  105,000   6,785   42,535   69,250 
Frisco EDC  12.34%  44,000   -   -   44,000 
                     
Total short-term notes payable     $481,500  $27,997  $207,596  $301,901 
                     
Long-term notes payable                    
Frisco EDC  12.34% $104,000   -   27,928  $76,072 
                     
Total long-term notes payable     $104,000  $0  $27,928  $76,072 
Total short-term and long-term notes payable     $585,500  $27,997  $235,524  $377,973 

Aggregate maturities of debt are as follows:

 

  As of 
December 31,
2014		 
    
2015 $

718,533

 
Thereafter  - 
Total $

718,533

 
XML 40 R62.htm IDEA: XBRL DOCUMENT v2.4.1.9
Segment Information (Details Textual)
 12 Months Ended
Dec. 31, 2013
Segments
Segment Information (Textual)  
Number of reportable segments 1us-gaap_NumberOfReportableSegments
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Notes Payable (Details 2) (USD $)
Dec. 31, 2014
Aggregate maturities of debt  
2015 $ 718,533us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInNextTwelveMonths
Thereafter   
Note payable, Total $ 718,533us-gaap_LongTermDebt
XML 43 R29.htm IDEA: XBRL DOCUMENT v2.4.1.9
Related Party Transactions (Tables)
 12 Months Ended
Dec. 31, 2014
Related Party Transactions [Abstract]  
Summary of the related party financings and notes payable

  Shareholder advances 
Holder Julian Ross(1)  Other 
Amount $154,850  $- 
Stated interest rate  0%  0%
Maturity  n/a   n/a 

 

A summary of the related party financings and notes payable to related parties as at December 31, 2013 is as follows:

 

  Shareholder advances 
Holder Julian Ross(1)  Other 
Amount $118,627  $- 
Stated interest rate  0%  0%
Maturity  n/a   n/a 

 

(1)Our CEO, Mr. Ross provided us cash and other consideration from time to time to fund to fund working capital. The net amounts outstanding to Mr. Ross were $154,850 and $118,627 as at December 31, 2014 and December 31, 2013, respectively.

 

 
XML 44 R28.htm IDEA: XBRL DOCUMENT v2.4.1.9
Commitments and Contingency (Tables)
 12 Months Ended
Dec. 31, 2014
Commitments and Contingency [Abstract]  
Summary of future minimum lease payments under non-cancelable operating lease

 

2015 $194,400 
2016  210,600 
2017  210,600 
Thereafter  - 
  $615,600
Summary of minimum non-cancellable lease payments required under capital leases

 

2014  149 
Thereafter  - 
  $149
XML 45 R56.htm IDEA: XBRL DOCUMENT v2.4.1.9
Commitments and Contingency (Details 1) (USD $)
Dec. 31, 2014
Summary of minimum non-cancellable lease payments required under capital leases  
2014 $ 149us-gaap_CapitalLeasesFutureMinimumPaymentsDueCurrent
Thereafter   
Capital leases, future minimum payments, Total $ 149us-gaap_CapitalLeasesFutureMinimumPaymentsDue
XML 46 R44.htm IDEA: XBRL DOCUMENT v2.4.1.9
Notes Payable (Details Textual) (USD $)
 0 Months Ended
Mar. 22, 2011
Dec. 31, 2014
Dec. 31, 2013
Notes Payable (Textual)      
Note payable, net   $ 723,323us-gaap_NotesPayable $ 349,975us-gaap_NotesPayable
Frisco Promissory Note [Member]      
Notes Payable (Textual)      
Amount of renewal and extension forgivable loan 213,000oxys_AmountOfRenewalAndExtensionForgivableLoan
/ us-gaap_LongtermDebtTypeAxis
= oxys_FriscoPromissoryNoteMember		    
Debt instrument, payment terms (i) the full payment of the economic incentives; or (ii) March 31, 2016.    
Period of performance for debt 5 years    
Renewed debt instrument interest rate 12.34%oxys_RenewedDebtInstrumentInterestRate
/ us-gaap_LongtermDebtTypeAxis
= oxys_FriscoPromissoryNoteMember		    
Unamortized discount   15,516us-gaap_DebtInstrumentUnamortizedDiscount
/ us-gaap_LongtermDebtTypeAxis
= oxys_FriscoPromissoryNoteMember		  
Note payable, net   $ 88,484us-gaap_NotesPayable
/ us-gaap_LongtermDebtTypeAxis
= oxys_FriscoPromissoryNoteMember		  
XML 47 R30.htm IDEA: XBRL DOCUMENT v2.4.1.9
Fair Value Measurements (Tables)
 12 Months Ended
Dec. 31, 2014
Fair Value Measurements [Abstract]  
Schedule of derivative liabilities at fair value measurement

  Derivative 
  Liabilities 
     
Balance as of December 31, 2013 $- 
Additions related to embedded derivative of convertible notes issued  28,009 
Gain on decrease in value of derivative liabilities  3,001 
Balance as of December 31, 2014 $31,010 
XML 48 R31.htm IDEA: XBRL DOCUMENT v2.4.1.9
Segment Information (Tables)
 12 Months Ended
Dec. 31, 2014
Segment Information [Abstract]  
Components of revenue by geographic region

  Year Ended
December 31,		 
  2014  2013 
Revenues:      
United States revenues $2,380,000  $1,302,042 
ROW revenues  57,402   498,286 
Totals $2,437,402  $1,800,327 

 
XML 49 R8.htm IDEA: XBRL DOCUMENT v2.4.1.9
Intangible Assets
 12 Months Ended
Dec. 31, 2014
Intangible Assets [Abstract]  
INTANGIBLE ASSETS

NOTE 2 – INTANGIBLE ASSETS

 

We have two types of intangible assets: patents and trademarks. We capitalize expenditures associated with patents and trademarks related to our various technologies. Capitalized costs include amounts paid to third parties for legal fees, application fees and other direct costs incurred in the filing and prosecution of patent and trademark applications. These assets are amortized on a straight-line method over their legal life.

 

Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable in accordance with applicable accounting guidance. During the years ended December 31, 2014 and 2013 we have had no impairment of intangible assets.

 

The carrying values of our amortized acquired intangible assets as of the December 31, 2014 and 2013, respectively, are as follows:

 

  December 31, 2014  December 31, 2013 
  Gross  Accumulated Amortization and write off  Net  Gross  Accumulated Amortization and write off  Net 
                   
Patents $618,150  $(287,662) $330,488  $617,651  $(260,171) $357,480 
Trademarks $45,723  $(13,447) $32,276  $45,723  $(10,758) $34,965 
  $663,873  $(301,109) $362,764  $663,374  $(270,929) $392,445 

 

As of December 31, 2014, we estimate the future amortization expense of the intangible assets for December 31, 2015, 2016 2017 and 2018, to be as follows:

 

2015 $30,232 
2016  30,232 
2017  30,232 
2018  30,232 
Thereafter  241,837 
  $362,764 

 

Due to the nature of the intangible assets, we have amortized the cost of the patents and trademarks over their estimated useful lives. The nature of the estimate did not change from 2013 to 2014. Of the net amount of $362,764 in intangible assets as of December 31, 2014, approximately 91% is in patents and 9% is in trademarks.  Included in the $663,873 gross amount for patents and trademarks is $156,002 acquired from entities controlled by the founder of the Company in January 2004. The remaining $507,871 represents amounts paid to third parties for legal fees, application fees and other direct costs incurred in the filing and prosecution of patent and trademark applications.
XML 50 R32.htm IDEA: XBRL DOCUMENT v2.4.1.9
Concentration of Risk in Customer and Supplier Relationships (Tables)
 12 Months Ended
Dec. 31, 2014
Concentration of Risk in Customer and Supplier Relationships [Abstract]  
Summary of percentages of revenues from customers

  Year Ended
December 31,		 
  2014  2013 
       
Knight Aerospace, Inc.  58%  35%
PP Aviation Corporation  19%  28%
 
XML 51 R40.htm IDEA: XBRL DOCUMENT v2.4.1.9
Intangible Assets (Details Textual) (USD $)
 12 Months Ended
Dec. 31, 2014
Intangible_Asset
Dec. 31, 2013
Jan. 15, 2004
Intangible Assets (Textual)      
Number of intangible assets 2oxys_NumberOfIntangibleAssets    
Impairment of intangible assets $ 0us-gaap_ImpairmentOfIntangibleAssetsFinitelived $ 0us-gaap_ImpairmentOfIntangibleAssetsFinitelived  
Intangible assets, net 362,764us-gaap_IntangibleAssetsNetExcludingGoodwill 392,746us-gaap_IntangibleAssetsNetExcludingGoodwill  
Gross amount of acquired intangible assets 663,873us-gaap_FiniteLivedIntangibleAssetsGross 663,374us-gaap_FiniteLivedIntangibleAssetsGross  
Patents [Member]      
Intangible Assets (Textual)      
Aggregate intangible assets, Asset percentage 91.00%oxys_AssetsAsPercentageOfAggregateIntangibleAssets
/ us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis
= us-gaap_PatentsMember		    
Gross amount of acquired intangible assets 618,150us-gaap_FiniteLivedIntangibleAssetsGross
/ us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis
= us-gaap_PatentsMember		 617,651us-gaap_FiniteLivedIntangibleAssetsGross
/ us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis
= us-gaap_PatentsMember		  
Trademarks [Member]      
Intangible Assets (Textual)      
Aggregate intangible assets, Asset percentage 9.00%oxys_AssetsAsPercentageOfAggregateIntangibleAssets
/ us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis
= us-gaap_TrademarksMember		    
Gross amount of acquired intangible assets 45,723us-gaap_FiniteLivedIntangibleAssetsGross
/ us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis
= us-gaap_TrademarksMember		 45,723us-gaap_FiniteLivedIntangibleAssetsGross
/ us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis
= us-gaap_TrademarksMember		  
Amounts paid to third parties for legal fees, application fees and other direct costs 507,871oxys_CostsRelatedToFilingAndProsecutionOfIntangibleAssets
/ us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis
= us-gaap_TrademarksMember		    
Patents and Trademarks [Member]      
Intangible Assets (Textual)      
Gross amount of acquired intangible assets     $ 156,002us-gaap_FiniteLivedIntangibleAssetsGross
/ us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis
= oxys_PatentsAndTrademarksMember
XML 52 R53.htm IDEA: XBRL DOCUMENT v2.4.1.9
Income Taxes (Details 1)
 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Schedule of reconciliation of income tax rate to pre-tax loss    
Statutory federal income tax 34.00%us-gaap_EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate 34.00%us-gaap_EffectiveIncomeTaxRateReconciliationAtFederalStatutoryIncomeTaxRate
Statutory state income tax (0.22%)us-gaap_EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes (0.92%)us-gaap_EffectiveIncomeTaxRateReconciliationStateAndLocalIncomeTaxes
Change in valuation allowance on deferred tax assets (33.51%)us-gaap_EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance (33.69%)us-gaap_EffectiveIncomeTaxRateReconciliationChangeInDeferredTaxAssetsValuationAllowance
Net effective tax rate (0.27%)us-gaap_EffectiveIncomeTaxRateContinuingOperations (0.61%)us-gaap_EffectiveIncomeTaxRateContinuingOperations
XML 53 R2.htm IDEA: XBRL DOCUMENT v2.4.1.9
Balance Sheets (USD $)
Dec. 31, 2014
Dec. 31, 2013
Current assets    
Cash and cash equivalents $ 647,093us-gaap_CashAndCashEquivalentsAtCarryingValue $ 657,673us-gaap_CashAndCashEquivalentsAtCarryingValue
Accounts receivable, net 369,575us-gaap_AccountsReceivableNetCurrent 47,183us-gaap_AccountsReceivableNetCurrent
Inventories 277,346us-gaap_InventoryNet 287,666us-gaap_InventoryNet
License fee receivable 463,308oxys_LicenseFeeReceivableCurrent 500,000oxys_LicenseFeeReceivableCurrent
Prepaid expenses and other current assets 53,588us-gaap_PrepaidExpenseAndOtherAssetsCurrent 107,305us-gaap_PrepaidExpenseAndOtherAssetsCurrent
Total current assets 1,810,910us-gaap_AssetsCurrent 1,599,827us-gaap_AssetsCurrent
Property and equipment, net 91,537us-gaap_PropertyPlantAndEquipmentNet 70,249us-gaap_PropertyPlantAndEquipmentNet
Intangible assets, net 362,764us-gaap_IntangibleAssetsNetExcludingGoodwill 392,746us-gaap_IntangibleAssetsNetExcludingGoodwill
Other assets, net 246,237us-gaap_OtherAssetsNoncurrent 289,532us-gaap_OtherAssetsNoncurrent
TOTAL ASSETS 2,511,448us-gaap_Assets 2,352,354us-gaap_Assets
Current liabilities    
Accounts payable and accrued expenses 558,338us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent 147,719us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent
Related party payable 154,850oxys_RelatedPartyIndebdtednessPayable 118,627oxys_RelatedPartyIndebdtednessPayable
Deferred revenue    2,976us-gaap_DeferredRevenueCurrent
Capital leases - current 149us-gaap_CapitalLeaseObligationsCurrent 309,129us-gaap_CapitalLeaseObligationsCurrent
Notes payable - current, net of discount 40,897us-gaap_NotesPayableCurrent 44,000us-gaap_NotesPayableCurrent
Convertible notes payable, net of discount 606,932us-gaap_ConvertibleNotesPayable 229,903us-gaap_ConvertibleNotesPayable
Derivative liability 31,010us-gaap_DerivativeLiabilitiesCurrent  
Total current liabilities 1,392,176us-gaap_LiabilitiesCurrent 852,354us-gaap_LiabilitiesCurrent
Long-term liabilities    
Capital leases    554us-gaap_CapitalLeaseObligationsNoncurrent
Notes payable, net of discount 44,484us-gaap_LongTermNotesPayable 76,072us-gaap_LongTermNotesPayable
Total long-term liabilities 44,484us-gaap_LongTermDebtAndCapitalLeaseObligations 76,626us-gaap_LongTermDebtAndCapitalLeaseObligations
TOTAL LIABILITIES 1,436,660us-gaap_Liabilities 928,980us-gaap_Liabilities
COMMITMENTS AND CONTINGENCY (NOTE 9)      
STOCKHOLDERS' EQUITY (DEFICIT)    
Common stock, par value $0.0004 per share; 100,000,000 shares authorized; 28,438,631 shares of voting common stock issued and outstanding as of December 31, 2014 and 25,854,307 shares issued and outstanding as of December 31, 2013 11,377us-gaap_CommonStockValue 10,343us-gaap_CommonStockValue
Additional Paid-in Capital 19,104,322us-gaap_AdditionalPaidInCapital 16,700,307us-gaap_AdditionalPaidInCapital
Accumulated deficit (18,041,208)us-gaap_RetainedEarningsAccumulatedDeficit (15,287,647)us-gaap_RetainedEarningsAccumulatedDeficit
TOTAL STOCKHOLDERS' EQUITY 1,074,788us-gaap_StockholdersEquity 1,423,374us-gaap_StockholdersEquity
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 2,511,448us-gaap_LiabilitiesAndStockholdersEquity 2,352,354us-gaap_LiabilitiesAndStockholdersEquity
Series A Preferred Stock [Member]    
STOCKHOLDERS' EQUITY (DEFICIT)    
Preferred stock, par value $0.0005 per share; 25,000,000 shares authorized; 296us-gaap_PreferredStockValue
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesAPreferredStockMember		 371us-gaap_PreferredStockValue
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesAPreferredStockMember
Series B Preferred Stock [Member]    
STOCKHOLDERS' EQUITY (DEFICIT)    
Preferred stock, par value $0.0005 per share; 25,000,000 shares authorized;      
XML 54 R45.htm IDEA: XBRL DOCUMENT v2.4.1.9
Shareholders' Equity (Details Textual) (USD $)
 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Shareholders' Equity (Textual)    
Preferred stock, shares authorized 25,000,000us-gaap_PreferredStockSharesAuthorized 25,000,000us-gaap_PreferredStockSharesAuthorized
Preferred stock, par value $ 0.0005us-gaap_PreferredStockParOrStatedValuePerShare $ 0.0005us-gaap_PreferredStockParOrStatedValuePerShare
Conversion ratio 1.22us-gaap_DebtInstrumentConvertibleConversionRatio1  
Series B preferred stock and warrants issued for cash $ 0us-gaap_StockAndWarrantsIssuedDuringPeriodValuePreferredStockAndWarrants $ (750,000)us-gaap_StockAndWarrantsIssuedDuringPeriodValuePreferredStockAndWarrants
Common stock issued in connection with lease extinguishment 66,750oxys_StockIssuedDuringPeriodValueConnectionLeaseExtinguishment  
Common stock, shares authorized 100,000,000us-gaap_CommonStockSharesAuthorized 100,000,000us-gaap_CommonStockSharesAuthorized
Common stock, par value $ 0.0004us-gaap_CommonStockParOrStatedValuePerShare $ 0.0004us-gaap_CommonStockParOrStatedValuePerShare
Common stock issued upon conversion of convertible notes 625,913us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities 462,448us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities
Common stock issued upon conversion of convertible notes, Shares     
Common stock issued for cash 29,700us-gaap_StockIssuedDuringPeriodValueIssuedForCash 347,364us-gaap_StockIssuedDuringPeriodValueIssuedForCash
Common stock issued for cash, Shares     
Share issued of Series B preferred stock 130oxys_ShareIssuedOfPreferredStock  
Common stock issued for cash and warrants 525,000oxys_StockIssuedDuringPeriodValueIssuedForCashAndWarrants (216,800)oxys_StockIssuedDuringPeriodValueIssuedForCashAndWarrants
Common stock issued for cash and warrants, Shares     
Common stock issued for conversion of rent, Shares     
Common stock issued for conversion of rent    423,413oxys_StockIssuedDuringPeriodValueConversionOfRent
Common stock issued for prepaid rent   162,810oxys_StockIssuedDuringPeriodValuePrepaidRent
Common stock issued for services, Shares 81,500us-gaap_StockIssuedDuringPeriodSharesIssuedForServices   
Common stock issued for services 64,874us-gaap_StockIssuedDuringPeriodValueIssuedForServices 257,837us-gaap_StockIssuedDuringPeriodValueIssuedForServices
Common stock issued for exercising options and warrants, Shares     
Common stock issued for exercising options and warrants 4,370oxys_StockIssuedDuringPeriodValueStockWarrantsExercised 4,388oxys_StockIssuedDuringPeriodValueStockWarrantsExercised
Stock based compensation expense 136,944us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationStockOptionsRequisiteServicePeriodRecognition 61,480us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationStockOptionsRequisiteServicePeriodRecognition
Warrant fair value   0oxys_DerivativeInstrumentFairValue
Beneficial conversion feature 951,423us-gaap_AdjustmentsToAdditionalPaidInCapitalConvertibleDebtWithConversionFeature 317,609us-gaap_AdjustmentsToAdditionalPaidInCapitalConvertibleDebtWithConversionFeature
Deferred loan costs    48,012oxys_AdjustmentsToAdditionalPaidInCapitalDeferredLoanCosts
Common stock, Shares issued 28,438,631us-gaap_CommonStockSharesIssued 25,854,307us-gaap_CommonStockSharesIssued
Common stock, Shares outstanding 28,438,430us-gaap_CommonStockSharesOutstanding 25,854,307us-gaap_CommonStockSharesOutstanding
Series A Preferred Stock [Member]    
Shareholders' Equity (Textual)    
Preferred Stock, shares issued 593,750us-gaap_PreferredStockSharesIssued
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesAPreferredStockMember		 743,750us-gaap_PreferredStockSharesIssued
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesAPreferredStockMember
Preferred stock, shares outstanding 593,750us-gaap_PreferredStockSharesOutstanding
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesAPreferredStockMember		 743,750us-gaap_PreferredStockSharesOutstanding
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesAPreferredStockMember
Series A preferred shares converted to common stock 150,000us-gaap_ConvertiblePreferredStockSharesIssuedUponConversion
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesAPreferredStockMember		  
Preferred stock converted into common stock 183,000us-gaap_ConversionOfStockSharesConverted1
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesAPreferredStockMember		  
Conversion ratio 1.221us-gaap_DebtInstrumentConvertibleConversionRatio1
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesAPreferredStockMember		  
Dividend payable on Series A preferred stock, quarterly, non-cumulative $ 0.01us-gaap_DividendsPayableAmountPerShare
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesAPreferredStockMember		  
Original issue price of preferred stock $ 1.00oxys_IssuePriceOfPreferredStock
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesAPreferredStockMember		  
Common stock issued in connection of lease extinguishment, Shares   75,000oxys_StockIssuedDuringPeriodShareConnectionLeaseExtinguishment
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesAPreferredStockMember
Percentage of claim upon liquidation 100.00%oxys_PercentageOfClaimUponLiquidation
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesAPreferredStockMember		  
Cash proceeds from conversion   3,000,000us-gaap_StockIssuedDuringPeriodValueConversionOfUnits
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesAPreferredStockMember
Cash proceeds from conversion, price paid per share   $ 5.00oxys_PreferredStockConvertibleStockPriceTrigger
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesAPreferredStockMember
Preferred stock, voting rights   The holder of each share of Series A Preferred has the right to one vote for each share of common stock.
Redemption period maximum   10 years
Redemption period minimum   2 years
Redemption value per share   $ 1.00oxys_RedemptionValuePerShare
/ us-gaap_StatementClassOfStockAxis
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Common stock issued upon conversion of convertible preferred stock, Shares 150,000us-gaap_StockIssuedDuringPeriodSharesOther
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesAPreferredStockMember		  
Series B Preferred Stock [Member]    
Shareholders' Equity (Textual)    
Preferred Stock, shares issued 1,145us-gaap_PreferredStockSharesIssued
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesBPreferredStockMember		 750us-gaap_PreferredStockSharesIssued
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesBPreferredStockMember
Preferred stock, shares outstanding 1,145us-gaap_PreferredStockSharesOutstanding
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesBPreferredStockMember		 750us-gaap_PreferredStockSharesOutstanding
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesBPreferredStockMember
Increase in issuance of Series A Preferred stock shares 3,500oxys_IncreaseInIssuanceOfShares
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesBPreferredStockMember		  
Series B preferred issued for cash, Shares 525oxys_StockIssuedDuringPeriodSharesIssuedForCashOne
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesBPreferredStockMember		  
Series B preferred stock converted to common stock, Shares 130oxys_StockAndWarrantsIssuedDuringPeriodSharesPreferredStockAndWarrants
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesBPreferredStockMember		  
Dividend percentage 6.00%us-gaap_PreferredStockDividendRatePercentage
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesBPreferredStockMember		  
Original issue price of preferred stock $ 1,000oxys_IssuePriceOfPreferredStock
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesBPreferredStockMember		  
Percentage of claim upon liquidation   100.00%oxys_PercentageOfClaimUponLiquidation
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesBPreferredStockMember
Cash proceeds from conversion, price paid per share $ 0.55oxys_PreferredStockConvertibleStockPriceTrigger
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesBPreferredStockMember		  
Preferred stock, voting rights The holder of each share of Series B Preferred has the right to one vote for each share of common stock.  
Share issued of Series B preferred stock 525oxys_ShareIssuedOfPreferredStock
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesBPreferredStockMember		  
Warrant [Member]    
Shareholders' Equity (Textual)    
Common stock issued for exercising options and warrants, Shares   438,888oxys_StockIssuedDuringPeriodSharesStockWarrantsExercised
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_WarrantMember
Common stock [Member]    
Shareholders' Equity (Textual)    
Conversion ratio 1.221us-gaap_DebtInstrumentConvertibleConversionRatio1
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		  
Series B preferred issued for cash      
Series B preferred issued for cash, Shares      
Series B preferred stock and warrants issued for cash 95us-gaap_StockAndWarrantsIssuedDuringPeriodValuePreferredStockAndWarrants
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		   
Series B preferred stock converted to common stock, Shares 236,364oxys_StockAndWarrantsIssuedDuringPeriodSharesPreferredStockAndWarrants
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		   
Common stock issued in connection with lease extinguishment 30oxys_StockIssuedDuringPeriodValueConnectionLeaseExtinguishment
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		  
Common stock issued in connection of lease extinguishment, Shares 75,000oxys_StockIssuedDuringPeriodShareConnectionLeaseExtinguishment
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		  
Common stock issued upon conversion of convertible notes 612us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 193us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
Common stock issued upon conversion of convertible notes, Shares 1,529,734us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 482,934us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
Common stock issued upon conversion of convertible notes, share price   $ 0.96oxys_StockIssuedConversionOfConvertibleSecuritiesIssuePrice
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
Common stock issued for cash 17us-gaap_StockIssuedDuringPeriodValueIssuedForCash
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 268us-gaap_StockIssuedDuringPeriodValueIssuedForCash
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
Common stock issued for cash, Shares 41,580us-gaap_StockIssuedDuringPeriodSharesIssuedForCash
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 670,947us-gaap_StockIssuedDuringPeriodSharesIssuedForCash
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
Share issue price   $ 0.52oxys_ShareIssuePrice
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
Common stock issued for cash and warrants    174oxys_StockIssuedDuringPeriodValueIssuedForCashAndWarrants
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
Common stock issued for cash and warrants, Shares   435,000oxys_StockIssuedDuringPeriodSharesIssuedForCashAndWarrants
/ us-gaap_StatementEquityComponentsAxis
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Stock issued for cash and warrants issue price.   $ 0.50oxys_StockIssuedForCashAndWarrantsIssuePrice
/ us-gaap_StatementEquityComponentsAxis
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Common stock issued for conversion of rent, Shares    644,347oxys_StockIssuedDuringPeriodSharesConversionOfRent
/ us-gaap_StatementEquityComponentsAxis
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Common stock issued for conversion of rent    258oxys_StockIssuedDuringPeriodValueConversionOfRent
/ us-gaap_StatementEquityComponentsAxis
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Common stock issued for prepaid rent, Shares   220,013oxys_StockIssuedDuringPeriodSharesPrepaidRent
/ us-gaap_StatementEquityComponentsAxis
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Common stock issued for prepaid rent   88oxys_StockIssuedDuringPeriodValuePrepaidRent
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
Common stock issued for prepaid rent, share price   $ 0.66oxys_StockIssuedForPrepaidRentIssuePrice
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
Common stock issued for services, Shares 81,500us-gaap_StockIssuedDuringPeriodSharesIssuedForServices
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 322,000us-gaap_StockIssuedDuringPeriodSharesIssuedForServices
/ us-gaap_StatementEquityComponentsAxis
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Common stock issued for services 32us-gaap_StockIssuedDuringPeriodValueIssuedForServices
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 129us-gaap_StockIssuedDuringPeriodValueIssuedForServices
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
Share issued for services, issue price   $ 0.80oxys_StockIssuedForServicesIssuePrice
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
Common stock issued for exercising options and warrants, Shares 436,945oxys_StockIssuedDuringPeriodSharesStockWarrantsExercised
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 438,888oxys_StockIssuedDuringPeriodSharesStockWarrantsExercised
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
Common stock issued for exercising options and warrants 175oxys_StockIssuedDuringPeriodValueStockWarrantsExercised
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 176oxys_StockIssuedDuringPeriodValueStockWarrantsExercised
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
Common stock issued upon conversion of convertible preferred stock, Shares 183,000us-gaap_StockIssuedDuringPeriodSharesOther
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 91,500us-gaap_StockIssuedDuringPeriodSharesOther
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
Stock issued shares in connection with website development   132,000oxys_StockIssuedSharesInConnectionWithWebsiteDevelopment
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
Stock issued value in connection with website development   114,180oxys_StockIssuedValueInConnectionWithWebsiteDevelopment
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember
Stock based compensation expense      
Beneficial conversion feature      
Deferred loan costs     
Preferred Shares Rights [Member]    
Shareholders' Equity (Textual)    
Preferred stock, shares authorized 25,000,000us-gaap_PreferredStockSharesAuthorized
/ us-gaap_StatementEquityComponentsAxis
= oxys_PreferredSharesRightsMember		  
Preferred stock, par value $ 0.0005us-gaap_PreferredStockParOrStatedValuePerShare
/ us-gaap_StatementEquityComponentsAxis
= oxys_PreferredSharesRightsMember		  
XML 55 R6.htm IDEA: XBRL DOCUMENT v2.4.1.9
Statements of Cash Flows (USD $)
 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net income (loss) $ (2,753,560)us-gaap_NetIncomeLoss $ (712,452)us-gaap_NetIncomeLoss
Adjustments to reconcile net loss to net cash from operating activities:    
Depreciation and amortization expense 42,151us-gaap_DepreciationDepletionAndAmortization 53,159us-gaap_DepreciationDepletionAndAmortization
Amortization of debt discount and beneficial conversion features 747,612us-gaap_AmortizationOfDebtDiscountPremium 207,239us-gaap_AmortizationOfDebtDiscountPremium
Gain on forgiveness of debt 14,466us-gaap_DebtInstrumentDecreaseForgiveness   
Gain on settlement of debt (90,912)oxys_DebtInstrumentDecreaseSettlement   
Derivative liability fair value adjustment 3,001us-gaap_IncreaseDecreaseInDerivativeLiabilities   
Expenses paid by related parties 4,374oxys_ExpensesPaidByRelatedParties 37,335oxys_ExpensesPaidByRelatedParties
Expenses paid by third party 150,000oxys_ExpensesPaidOnBehalfOfThirdParty   
Stock based compensation 136,944us-gaap_ShareBasedCompensation 61,480us-gaap_ShareBasedCompensation
Common stock issued for services 64,873us-gaap_IssuanceOfStockAndWarrantsForServicesOrClaims 126,756us-gaap_IssuanceOfStockAndWarrantsForServicesOrClaims
Changes in operating assets and liabilities:    
Accounts receivable (322,392)us-gaap_IncreaseDecreaseInAccountsReceivable (28,697)us-gaap_IncreaseDecreaseInAccountsReceivable
Inventories 10,320us-gaap_IncreaseDecreaseInInventories (66,321)us-gaap_IncreaseDecreaseInInventories
License fees receivable 36,692oxys_IncreaseDecreaseInLicenseFeeReceivableCurrent (500,000)oxys_IncreaseDecreaseInLicenseFeeReceivableCurrent
Other assets 125,531us-gaap_IncreaseDecreaseInOtherOperatingAssets 106,148us-gaap_IncreaseDecreaseInOtherOperatingAssets
Accounts payable and accrued liabilities 763,046us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities (72,601)us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities
Prepaid expense (28,519)us-gaap_IncreaseDecreaseInPrepaidExpense   
Deferred revenue (2,976)us-gaap_IncreaseDecreaseInDeferredRevenue (72,837)us-gaap_IncreaseDecreaseInDeferredRevenue
NET CASH USED IN OPERATING ACTIVITIES (1,099,349)us-gaap_NetCashProvidedByUsedInOperatingActivities (860,791)us-gaap_NetCashProvidedByUsedInOperatingActivities
CASH FLOWS FROM INVESTING ACTIVITIES    
Purchase of property and equipment (68,080)us-gaap_PaymentsToAcquirePropertyPlantAndEquipment (12,105)us-gaap_PaymentsToAcquirePropertyPlantAndEquipment
Purchase of intangible assets (198)us-gaap_PaymentsToAcquireIntangibleAssets (4,262)us-gaap_PaymentsToAcquireIntangibleAssets
NET CASH USED IN INVESTING ACTIVITIES (68,278)us-gaap_NetCashProvidedByUsedInInvestingActivities (16,367)us-gaap_NetCashProvidedByUsedInInvestingActivities
CASH FLOWS FROM FINANCING ACTIVITIES    
Common stock issued for cash 29,701us-gaap_ProceedsFromIssuanceOfCommonStock 347,364us-gaap_ProceedsFromIssuanceOfCommonStock
Series B preferred stock issued for cash and warrants 0us-gaap_StockAndWarrantsIssuedDuringPeriodValuePreferredStockAndWarrants 750,000us-gaap_StockAndWarrantsIssuedDuringPeriodValuePreferredStockAndWarrants
Common stock issued for cash and warrants (525,000)oxys_StockIssuedDuringPeriodValueIssuedForCashAndWarrants 216,800oxys_StockIssuedDuringPeriodValueIssuedForCashAndWarrants
Cash received from related parties 9,800us-gaap_RevenueFromRelatedParties 42,470us-gaap_RevenueFromRelatedParties
Payments made to related parties (227,951)oxys_PaymentsToRelatedParties (268,950)oxys_PaymentsToRelatedParties
Payments made on notes payable      
Cash received from convertible notes payable 1,168,200us-gaap_ProceedsFromConvertibleDebt 431,500us-gaap_ProceedsFromConvertibleDebt
Payments made on convertible notes payable (200,201)us-gaap_RepaymentsOfConvertibleDebt   
Payments on capital leases (151,872)us-gaap_ReductionOfShortTermCapitalLeaseObligations (2,254)us-gaap_ReductionOfShortTermCapitalLeaseObligations
Exercising of warrants 4,370us-gaap_ProceedsFromWarrantExercises 4,388us-gaap_ProceedsFromWarrantExercises
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,157,047us-gaap_NetCashProvidedByUsedInFinancingActivities 1,521,318us-gaap_NetCashProvidedByUsedInFinancingActivities
Net change in cash and cash equivalents (10,580)us-gaap_CashAndCashEquivalentsPeriodIncreaseDecrease 644,160us-gaap_CashAndCashEquivalentsPeriodIncreaseDecrease
Cash and cash equivalents, at beginning of period 657,673us-gaap_CashAndCashEquivalentsAtCarryingValue 13,513us-gaap_CashAndCashEquivalentsAtCarryingValue
Cash and cash equivalents, at end of period 647,093us-gaap_CashAndCashEquivalentsAtCarryingValue 657,673us-gaap_CashAndCashEquivalentsAtCarryingValue
Cash paid during the period for:    
Interest    18,792us-gaap_InterestPaidNet
Income taxes      
Supplemental non-cash investing and financing activities:    
Initial value of derivative 28,009oxys_InitialValueOfDerivative   
Capitalization of deferred loan costs    48,012oxys_AdjustmentsToAdditionalPaidInCapitalDeferredLoanCosts
Common stock issued for services and rent extension    179,710oxys_SharesIssuedForServicesAndRentExtension
Common stock issued for capitalized website development costs    114,180oxys_SharesIssuedForCapitalizedWebsiteDevelopmentCosts
Common stock issued in connection with lease extinguishment 66,750oxys_StockIssuedDuringPeriodValueConnectionLeaseExtinguishment  
Cashless exercise of warrants for forgiveness of debt    14,700oxys_NonCashOrPartNonCashAcquisitionNonCashFinancialOrEquityInstrumentConsiderationWarrantsExercised
Conversion of convertible notes payable 625,913us-gaap_DebtConversionConvertedInstrumentAmount1 447,748us-gaap_DebtConversionConvertedInstrumentAmount1
Beneficial conversion feature 951,423us-gaap_AdjustmentsToAdditionalPaidInCapitalConvertibleDebtWithConversionFeature 317,609us-gaap_AdjustmentsToAdditionalPaidInCapitalConvertibleDebtWithConversionFeature
Conversion of Series A preferred stock to common stock 74us-gaap_ConversionOfStockAmountIssued1 38us-gaap_ConversionOfStockAmountIssued1
Conversion of accrued rent to common stock    $ 423,413oxys_ConversionOfAccruedRentToCommonStock
XML 56 R59.htm IDEA: XBRL DOCUMENT v2.4.1.9
Related Party Transactions (Details Textual) (Julian Ross [Member], USD $)
Dec. 31, 2014
Dec. 31, 2013
Julian Ross [Member]
    
Related Party Transactions (Textual)    
Amount outstanding $ 154,850us-gaap_NotesPayableRelatedPartiesClassifiedCurrent
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= us-gaap_ChiefExecutiveOfficerMember		 [1] $ 118,627us-gaap_NotesPayableRelatedPartiesClassifiedCurrent
/ us-gaap_RelatedPartyTransactionsByRelatedPartyAxis
= us-gaap_ChiefExecutiveOfficerMember		 [1]
[1] Our CEO, Mr. Ross provided us cash and other consideration from time to time to fund to fund working capital. The net amounts outstanding to Mr. Ross were $154,850 and $118,627 as at December 31, 2014 and December 31, 2013, respectively.
XML 57 R35.htm IDEA: XBRL DOCUMENT v2.4.1.9
Organization and Summary of Significant Accounting Policies (Details 2) (USD $)
 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Schedule of stock based compensation expense    
Common Stock options issued for compensation $ 108,244us-gaap_AllocatedShareBasedCompensationExpense $ 61,480us-gaap_AllocatedShareBasedCompensationExpense
Common Stock options and warrants issued for services 28,700oxys_CommonStockOptionsAndWarrantsIssuedForServices   
Total $ 136,944oxys_StockBasedCompensationExpenseForEmployeesConsultantsAndOtherNonEmployees $ 61,480oxys_StockBasedCompensationExpenseForEmployeesConsultantsAndOtherNonEmployees
XML 58 R65.htm IDEA: XBRL DOCUMENT v2.4.1.9
Concentration of Risk in Customer and Supplier Relationships (Details Textual)
 12 Months Ended
Dec. 31, 2014
Customers
Dec. 31, 2013
Customers
Concentration of Risk in Customer and Supplier Relationships (Textual)    
Number of customers accounted for significant revenues 2oxys_NumberOfCustomers 2oxys_NumberOfCustomers
XML 59 R22.htm IDEA: XBRL DOCUMENT v2.4.1.9
Organization and Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2014
Organization and Summary of Significant Accounting Policies [Abstract]  
Basis of Presentation

 

Basis of Presentation - Management acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded; and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition of the Company.
Use of estimates

 

Use of estimates - The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reported period.  Actual results could differ from those estimated.
Revenue Recognition

Revenue Recognition - We recognize revenue when persuasive evidence of an arrangement exists, shipment has occurred, the price is fixed or determinable, and collectability is reasonably assured.  Revenues are recognized from product sales, net of discounts and rebates.  This revenue recognition policy is applied to both customers and distributors.

 

Fees from licensees desiring to manufacture and distribute our products or derivative products using our intellectual property include initial license fees and royalties.  Initial license fees are generally recognized upon granting of the license to the licensee.  Royalties are recognized in the period earned.
Deferred Revenue and Income

Deferred Revenue and Income - We defer revenue and income when we invoice a customer or a customer makes a payment and the requirements of revenue recognition have not been met (i.e. persuasive evidence of an arrangement exists, shipment from a company warehouse has occurred, the price is fixed or determinable and collectability is reasonably assured). Deferred Revenue was and $0 and $2,976 for the years ended December 31, 2014 and 2013 respectively.
Cash and Cash Equivalents

Cash and Cash Equivalents - Cash consists of all highly liquid investments purchased with maturity of three months or less to be cash equivalents. Cash and cash equivalents may at times exceed Federally-insured limits. To minimize this risk, we place our cash and cash equivalents with high credit quality institutions.
Inventories

Inventories – Our inventories consist of raw material and components for our portable oxygen systems as well as completed products and accessories.   Inventories are computed using the lower of cost or market, which approximates actual cost on a first-in first-out basis. Inventory components are parts, work-in-process and finished goods. Finished goods are reported as inventories until the point of title transfer to the customer. We write down our inventory value for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. These factors are impacted by market and economic conditions, technology changes, new product introductions and changes in strategic direction and require estimates that may include uncertain elements. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values. Management has established inventory reserves to cover estimated inventory losses for all work-in-process and finished goods related to products we manufactured, as well as raw material and components for those products that had no potential use in products to be manufactured in the future. Management is required to make judgments about the future benefit of our raw materials and components. Actual reserve requirements could differ significantly from Management’s estimates, which could have a significant unfavorable impact on our future gross margins.

 

At December 31, 2014 and December 31, 2013 inventories consisted of the following:

 

  December 31, 
  2014  2013 
Raw materials $133,477  $145,827 
Work in process  41,114   78,809 
Finished goods  102,755   63,030 
         
  $277,346  $287,666 

 
Concentration of Credit Risk

Concentration of Credit Risk – We sell our products throughout the United States as well as in certain other countries.  Sales to its recurring customers in the United States are generally granted on net 30-day credit terms. We perform periodic credit evaluations of our recurring customers and generally do not require collateral. In general, we require prepayment on all sales to customers outside the United States. An allowance for doubtful accounts is maintained for potential credit losses, which losses historically have not been significant.

 

We invest our cash in deposits and money market funds with major financial institutions.  We place our cash investments in instruments that meet high credit quality standards, as specified in our investment policy guidelines. These guidelines also limit the amount of credit exposure to any one issue, issuer or type of instrument.
Fair Value of Financial Instruments

Fair Value of Financial Instruments - Our financial instruments consist principally of cash and cash equivalents, accounts receivable and accounts payable.  We believe that the recorded values of all of our other financial instruments approximate their fair values because of their nature and respective maturity dates or durations. The fair value of our long-term debt is determined by using estimated market prices. Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial instruments within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is prioritized into three levels (with Level 3 being the lowest) defined as follows:

 

Level 1: Inputs are based on quoted market prices for identical assets or liabilities in active markets at the measurement date.

Level 2: Inputs include quoted prices for similar assets or liabilities in active markets and/or quoted prices for identical or similar assets or liabilities in markets that are not active near the measurement date.

Level 3: Inputs include management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation.

 

The fair value of the majority of our cash equivalents was determined based on “Level 1” inputs. We do not have any marketable securities in the “Level 2” and “Level 3” category. We believe that the recorded values of all our other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.
Property and Equipment

Property and Equipment – Property and equipment are recorded at cost with depreciation and amortization provided over the shorter of the remaining lease term or the estimated useful life of the improvement ranging from three to seven years. Renewals and betterments that materially extend the life of an asset are capitalized. Expenditures for maintenance and repairs are charged to expense when incurred. Furniture and fixtures are depreciated over five years. Machinery and equipments are depreciated over five to seven years. Software is depreciated over three years.  Leasehold improvements are computed using the shorter of the estimated useful lives of the assets or the lease terms.  Depreciation expense was $11,970 and $23,165 for the years ended December 31, 2014 and 2013, respectively.

 

Property and equipment consist of the following:

 

  December 31, 
  2014  2013 
       
Leasehold Improvements  547,856   547,856 
Machinery and equipment on capital leases  919,736   919,736 
Property, plant and equipment  237,484   196,051 
Furniture and fixtures  34,821   16,254 
Computers and software  55,368   47,288 
         
   1,795,265   1,727,185 
         
Less: accumulated depreciation  (1,703,727)  (1,656,936)
         
   91,537   70,249 
Other Long-Lived Assets

Other Long-Lived Assets – We have two types of intangible assets – patents and trademarks. Intangible assets are carried at cost, net of accumulated amortization.

 

Amortization expense for patents and trademarks was $30,180 and $29,995 for the years ended December 31, 2014 and 2013, respectively.

 

Intangible assets with definite useful lives and other long-lived assets are tested for impairment if certain impairment indicators are identified.  Management evaluates the recoverability of its identifiable intangible assets in accordance with applicable accounting guidance, which requires the assessment of these assets for recoverability when events or circumstances indicate a potential impairment exists. Certain events and circumstances we considered in determining whether the carrying value of identifiable intangible assets may not be recoverable include, but are not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; and changes in its business strategy.  In determining if impairment exists, we estimate the undiscounted cash flows to be generated from the use and ultimate disposition of these assets.  If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Impairment charges for patents were $0 for each of the years ended December 31, 2014 and 2013.
Other assets

Other Assets – We record Other Assets net of accumulated amortization. Amortization expense for Other Assets was $92,612 and $102,404 for the years ended December 31, 2014 and 2013, respectively.

 

Capitalization of software: The Company accounts for internal-use software and website development costs, including the development of its partner marketplaces in accordance with ASC 350-50 (Intangibles – Website cost). The Company capitalizes internal costs consisting of payroll and direct payroll-related costs of employees who devote time to the development of internal-use software, as well as any external direct costs. It amortizes these costs over their estimated useful lives, which typically range between three to five years. The Company’s judgment is required in determining the point at which various projects enter the stages at which costs may be capitalized, in assessing the ongoing value of the capitalized costs, and in determining the estimated useful lives over which the costs are amortized. The estimated life is based on management’s judgment as to the product life cycle.
Allowance for Doubtful Accounts

Allowance for Doubtful Accounts - We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make payments.  We periodically review these allowances, including an analysis of the customers’ payment history and information regarding the customers’ creditworthiness.  Actual write-offs have not been materially different from the estimated allowance. We recorded bad debt expense of $2,443 and $23,194 for the years ended December 31, 2014 and 2013, respectively.
Research and Development Costs

Research and Development Costs – Costs associated with the development of our products are charged to expense as incurred.  $583,435 and $356,015 were incurred in the years ended December 31, 2014 and 2013, respectively.
Income taxes

 

Income Taxes – In accordance with Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes” (“ASC 740”), we account for income taxes using an asset and liability approach, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our Consolidated Financial Statements, but have not been reflected in our taxable income.  A valuation allowance has been established to reduce deferred tax assets to their estimated realizable value.  Therefore, we provide a valuation allowance to the extent that we do not believe it is more likely than not that we will generate sufficient taxable income in future periods to realize the benefit of our deferred tax assets.  We recognize interest and penalties related to unrecognized tax benefits in income tax expense.
Stock-Based Compensation

Stock-Based Compensation – We account for share-based payments, including grants of stock options to employees, consultants and non-employees; moreover, we issue warrants to the consultants and related parties.  We are required to estimate the fair value of share-based awards and warrants on the date of grant. The value of the award is principally recognized as expense ratably over the requisite service periods. We have estimated the fair value of stock options and warrants as of the date of grant or assumption using the Black-Scholes option pricing model, which was developed for use in estimating the value of traded options that have no vesting restrictions and that are freely transferable. The Black-Scholes model requires the input of certain assumptions.  Changes in the assumptions used in Black-Scholes model can materially affect the fair value estimates. We evaluate the assumptions used to value stock options on an annual basis. The expected term of stock options represents the weighted average period the stock options are expected to remain outstanding.

 

The expected term is based on the observed and expected time to exercise and post-vesting cancellations of options by employees.  Upon the adoption of the accounting guidance, we continued to use historical volatility in deriving the expected volatility assumption as allowed under GAAP because we believe that future volatility over the expected term of the stock options is not likely to differ materially from the past. The risk-free interest rate assumption is based on 5-year U.S Treasury zero-coupon rates appropriate for the expected term of the stock options. The expected dividend assumption is based on the history and expectation of dividend payouts.  The fair values generated by the Black-Scholes model may not be indicative of the actual fair values of the equity awards, as we do not consider other factors important to those awards to employees, such as continued employment, periodic vesting requirements and limited transferability.  The amount of stock based compensation expenses is net of an estimated forfeiture rate, which is also based on historical data. For the years ended December 31, 2014 and 2013, stock based compensation expense was approximately $136,944 and $61,480 respectively, which consisted primarily of stock-based compensation expense related to stock options recognized under GAAP issued to the employees.

 

The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services to be provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. We recognize this expense over the period in which the services are provided. For the years ended December 31, 2014 and 2013, stock based compensation expense was approximately $0 in each year, which consisted primarily of stock-based compensation expense related to stock options and warrants recognized under GAAP issued to consultants and other non-employees.

 

The following table shows the components of our stock based compensation expense for employees, consultants and other non-employees:

 

  Year ended
December 31,		 
  2014  2013 
       
Common Stock options issued for compensation $108,244  $61,480 
Common Stock options and warrants issued for services  28,700   - 
         
Total $136,944  $61,480 
Shipping and Handling Costs

Shipping and Handling Costs - Shipping and handling charges to customers are included in net revenues, and the associated costs incurred are recorded in cost of revenues.
Advertising Costs

 

Advertising Costs - Advertising costs are charged to operations when incurred.  During the years ended December 31, 2014 and 2013 we incurred $718,705 and $353,156 respectively, in advertising and promotion costs.
Litigation and Settlement Costs

 

Litigation and Settlement Costs - Legal costs are expensed as incurred. We record a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and (ii) accrue the best estimate within a range of loss if there is a loss or, when there is no amount within a range that forms a better estimate, we will accrue the minimum amount in the range.
Loss Per Share

Loss Per Share - Basic loss per share, which excludes anti-dilutive securities, is computed by dividing loss available to common shareholders by the weighted-average number of common shares outstanding for that particular period. In contrast, diluted loss per share considers the potential dilution that could occur from other equity instruments that would increase the total number of outstanding shares of common stock. Such amounts include shares potentially issuable under outstanding options, warrants, convertible preferred stock and convertible notes.

 

A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share follows:

 

  Year ended
December 31,		 
  2014  2013 
Historical net loss per share:      
       
Numerator      
Net loss, as reported  (2,753,560)  (712,452)
Less: Effect of amortization of interest expense on convertible notes  -   - 
Net loss attributed to common stockholders (diluted)  (2,753,560)  (712,452)
         
Denominator        
Weighted-average common shares outstanding  26,406,409   23,754,402 
Effect of dilutive securities  -   - 
Denominator for diluted net loss per share  26,406,409   23,754,402 
Basic and diluted net loss per share $(0.10) $(0.03)

Basic and Diluted Loss per Share:

 

The computation of basic earnings per share of common stock is based on the weighted average number of shares outstanding during the periods presented. The computation of fully diluted earnings per share includes common stock equivalents outstanding at the balance sheet date. The Company had 3,757,583 and 1,635,694 stock options, warrants and convertible note shares that would have been included in the fully diluted earnings per share as of December 31, 2014 and 2013, respectively.  However, the common stock equivalents were not included in the computation of the loss per share computation because they are anti-dilutive.
Reclassifications

 

Reclassifications - Certain financial statement items have been reclassified to conform to the current year’s presentation.
Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

We have reviewed recent accounting pronouncements and concluded that they are either not applicable to our business or that no material effect is expected on the financial statements as a result of future adoption.
XML 60 R36.htm IDEA: XBRL DOCUMENT v2.4.1.9
Organization and Summary of Significant Accounting Policies (Details 3) (USD $)
 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Numerator    
Net loss, as reported $ (2,753,560)us-gaap_NetIncomeLoss $ (712,452)us-gaap_NetIncomeLoss
Less: Effect of amortization of interest expense on convertible notes      
Net loss attributed to common stockholders (diluted) $ (2,753,560)us-gaap_NetIncomeLossAvailableToCommonStockholdersDiluted $ (712,452)us-gaap_NetIncomeLossAvailableToCommonStockholdersDiluted
Denominator    
Weighted-average common shares outstanding 26,367,254us-gaap_WeightedAverageNumberOfSharesOutstandingBasic 23,754,402us-gaap_WeightedAverageNumberOfSharesOutstandingBasic
Effect of dilutive securities      
Denominator for diluted net loss per share 26,367,254us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding 23,754,402us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding
Basic and diluted net loss per share $ (0.10)us-gaap_EarningsPerShareBasicAndDiluted $ (0.03)us-gaap_EarningsPerShareBasicAndDiluted
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Intangible Assets (Tables)
 12 Months Ended
Dec. 31, 2014
Intangible Assets [Abstract]  
Summary of carrying values of amortized acquired intangible assets

  December 31, 2014  December 31, 2013 
  Gross  Accumulated Amortization and write off  Net  Gross  Accumulated Amortization and write off  Net 
                   
Patents $618,150  $(287,662) $330,488  $617,651  $(260,171) $357,480 
Trademarks $45,723  $(13,447) $32,276  $45,723  $(10,758) $34,965 
  $663,873  $(301,109) $362,764  $663,374  $(270,929) $392,445 
Summary of estimated future amortization expense of intangible assets

2015 $30,232 
2016  30,232 
2017  30,232 
2018  30,232 
Thereafter  241,837 
  $362,764 
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Organization and Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2014
Organization and Summary of Significant Accounting Policies [Abstract]  
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

A summary of significant accounting policies of OxySure Systems, Inc. (“we,” “us,” “our,” “OxySure” or the “Company”) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity.

 

Organization: OxySure Systems, Inc. (OTCQB: OXYS) was incorporated on January 15, 2004 as a Delaware corporation. Our headquarters is located in Frisco, Texas and we are a medical device innovator focused on the design, manufacture and distribution of specialty respiratory and emergency medical solutions. We pioneered a safe and easy to use solution to produce medically pure (USP) oxygen from inert powders. We own nine (9) issued patents and several additional patents pending on this technology which makes the provision of emergency oxygen safer, more accessible and easier to use than traditional oxygen provision systems. Our products improve access to emergency oxygen that affects the survival, recovery and safety of individuals in several areas of need: (1) Public and private places and settings where medical emergencies can occur; (2) Individuals at risk for cardiac, respiratory or general medical distress needing immediate help prior to emergency medical care arrival; and (3) Those requiring immediate protection and escape from exposure situations or oxygen-deficient situations in industrial, mining, military, or other "Immediately Dangerous to Life or Health" (IDLH) environments.

 

We launched our first product utilizing this technology – a portable emergency oxygen system for lay person use, called the OxySure Model 615. On December 9, 2005, we received approval from the Food and Drug Administration (510K, Class II) for Model 615. The approval number for our FDA clearance is K052396, and Model 615 is cleared for over the counter sale, without the need for a prescription. In February 2014 we received CE Marking approval for the OxySure portable emergency oxygen generator.

 

The Company has, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors.

 

While the Company has effectively managed its working capital deficit the going concern risk remains an issue for the company to manage.  The Company has implemented, and plans to further implement several different strategies in order to help the Company ease the going concern issue.  Refer to Note 13, “Going concern” of the Notes to Financial Statements for a partial list of the Company’s plans to mitigate the going concern issue.

 

Basis of Presentation - Management acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) all valid transactions are recorded; and (3) transactions are recorded in the period in a timely manner to produce financial statements which present fairly the financial condition of the Company.

 

Use of estimates - The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reported period.  Actual results could differ from those estimated.

 

Revenue Recognition - We recognize revenue when persuasive evidence of an arrangement exists, shipment has occurred, the price is fixed or determinable, and collectability is reasonably assured.  Revenues are recognized from product sales, net of discounts and rebates.  This revenue recognition policy is applied to both customers and distributors.

 

Fees from licensees desiring to manufacture and distribute our products or derivative products using our intellectual property include initial license fees and royalties.  Initial license fees are generally recognized upon granting of the license to the licensee.  Royalties are recognized in the period earned.

 

Deferred Revenue and Income - We defer revenue and income when we invoice a customer or a customer makes a payment and the requirements of revenue recognition have not been met (i.e. persuasive evidence of an arrangement exists, shipment from a company warehouse has occurred, the price is fixed or determinable and collectability is reasonably assured). Deferred Revenue was and $0 and $2,976 for the years ended December 31, 2014 and 2013 respectively.

 

Cash and Cash Equivalents - Cash consists of all highly liquid investments purchased with maturity of three months or less to be cash equivalents. Cash and cash equivalents may at times exceed Federally-insured limits. To minimize this risk, we place our cash and cash equivalents with high credit quality institutions.

 

Inventories – Our inventories consist of raw material and components for our portable oxygen systems as well as completed products and accessories.   Inventories are computed using the lower of cost or market, which approximates actual cost on a first-in first-out basis. Inventory components are parts, work-in-process and finished goods. Finished goods are reported as inventories until the point of title transfer to the customer. We write down our inventory value for estimated obsolescence equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. These factors are impacted by market and economic conditions, technology changes, new product introductions and changes in strategic direction and require estimates that may include uncertain elements. Actual demand may differ from forecasted demand, and such differences may have a material effect on recorded inventory values. Management has established inventory reserves to cover estimated inventory losses for all work-in-process and finished goods related to products we manufactured, as well as raw material and components for those products that had no potential use in products to be manufactured in the future. Management is required to make judgments about the future benefit of our raw materials and components. Actual reserve requirements could differ significantly from Management’s estimates, which could have a significant unfavorable impact on our future gross margins.

 

At December 31, 2014 and December 31, 2013 inventories consisted of the following:

 

  December 31, 
  2014  2013 
Raw materials $133,477  $145,827 
Work in process  41,114   78,809 
Finished goods  102,755   63,030 
         
  $277,346  $287,666 

 

Concentration of Credit Risk – We sell our products throughout the United States as well as in certain other countries.  Sales to its recurring customers in the United States are generally granted on net 30-day credit terms. We perform periodic credit evaluations of our recurring customers and generally do not require collateral. In general, we require prepayment on all sales to customers outside the United States. An allowance for doubtful accounts is maintained for potential credit losses, which losses historically have not been significant.

 

We invest our cash in deposits and money market funds with major financial institutions.  We place our cash investments in instruments that meet high credit quality standards, as specified in our investment policy guidelines. These guidelines also limit the amount of credit exposure to any one issue, issuer or type of instrument.

 

Fair Value of Financial Instruments - Our financial instruments consist principally of cash and cash equivalents, accounts receivable and accounts payable.  We believe that the recorded values of all of our other financial instruments approximate their fair values because of their nature and respective maturity dates or durations. The fair value of our long-term debt is determined by using estimated market prices. Assets and liabilities measured at fair value are categorized based on whether or not the inputs are observable in the market and the degree that the inputs are observable. The categorization of financial instruments within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is prioritized into three levels (with Level 3 being the lowest) defined as follows:

 

Level 1: Inputs are based on quoted market prices for identical assets or liabilities in active markets at the measurement date.

Level 2: Inputs include quoted prices for similar assets or liabilities in active markets and/or quoted prices for identical or similar assets or liabilities in markets that are not active near the measurement date.

Level 3: Inputs include management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instrument’s valuation.

 

The fair value of the majority of our cash equivalents was determined based on “Level 1” inputs. We do not have any marketable securities in the “Level 2” and “Level 3” category. We believe that the recorded values of all our other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

 

Property and Equipment – Property and equipment are recorded at cost with depreciation and amortization provided over the shorter of the remaining lease term or the estimated useful life of the improvement ranging from three to seven years. Renewals and betterments that materially extend the life of an asset are capitalized. Expenditures for maintenance and repairs are charged to expense when incurred. Furniture and fixtures are depreciated over five years. Machinery and equipments are depreciated over five to seven years. Software is depreciated over three years.  Leasehold improvements are computed using the shorter of the estimated useful lives of the assets or the lease terms.  Depreciation expense was $11,970 and $23,165 for the years ended December 31, 2014 and 2013, respectively.

 

Property and equipment consist of the following:

 

  December 31, 
  2014  2013 
       
Leasehold Improvements  547,856   547,856 
Machinery and equipment on capital leases  919,736   919,736 
Property, plant and equipment  237,484   196,051 
Furniture and fixtures  34,821   16,254 
Computers and software  55,368   47,288 
         
   1,795,265   1,727,185 
         
Less: accumulated depreciation  (1,703,727)  (1,656,936)
         
   91,537   70,249 

 

Other Long-Lived Assets – We have two types of intangible assets – patents and trademarks. Intangible assets are carried at cost, net of accumulated amortization.

 

Amortization expense for patents and trademarks was $30,180 and $29,995 for the years ended December 31, 2014 and 2013, respectively.

 

Intangible assets with definite useful lives and other long-lived assets are tested for impairment if certain impairment indicators are identified.  Management evaluates the recoverability of its identifiable intangible assets in accordance with applicable accounting guidance, which requires the assessment of these assets for recoverability when events or circumstances indicate a potential impairment exists. Certain events and circumstances we considered in determining whether the carrying value of identifiable intangible assets may not be recoverable include, but are not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; and changes in its business strategy.  In determining if impairment exists, we estimate the undiscounted cash flows to be generated from the use and ultimate disposition of these assets.  If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Impairment charges for patents were $0 for each of the years ended December 31, 2014 and 2013.

 

Other Assets – We record Other Assets net of accumulated amortization. Amortization expense for Other Assets was $92,612 and $102,404 for the years ended December 31, 2014 and 2013, respectively.

 

Capitalization of software: The Company accounts for internal-use software and website development costs, including the development of its partner marketplaces in accordance with ASC 350-50 (Intangibles – Website cost). The Company capitalizes internal costs consisting of payroll and direct payroll-related costs of employees who devote time to the development of internal-use software, as well as any external direct costs. It amortizes these costs over their estimated useful lives, which typically range between three to five years. The Company’s judgment is required in determining the point at which various projects enter the stages at which costs may be capitalized, in assessing the ongoing value of the capitalized costs, and in determining the estimated useful lives over which the costs are amortized. The estimated life is based on management’s judgment as to the product life cycle.

 

Allowance for Doubtful Accounts - We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make payments.  We periodically review these allowances, including an analysis of the customers’ payment history and information regarding the customers’ creditworthiness.  Actual write-offs have not been materially different from the estimated allowance. We recorded bad debt expense of $2,443 and $23,194 for the years ended December 31, 2014 and 2013, respectively.

 

Research and Development Costs – Costs associated with the development of our products are charged to expense as incurred.  $583,435 and $356,015 were incurred in the years ended December 31, 2014 and 2013, respectively.

 

Income Taxes – In accordance with Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes” (“ASC 740”), we account for income taxes using an asset and liability approach, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our Consolidated Financial Statements, but have not been reflected in our taxable income.  A valuation allowance has been established to reduce deferred tax assets to their estimated realizable value.  Therefore, we provide a valuation allowance to the extent that we do not believe it is more likely than not that we will generate sufficient taxable income in future periods to realize the benefit of our deferred tax assets.  We recognize interest and penalties related to unrecognized tax benefits in income tax expense.

 

Stock-Based Compensation – We account for share-based payments, including grants of stock options to employees, consultants and non-employees; moreover, we issue warrants to the consultants and related parties.  We are required to estimate the fair value of share-based awards and warrants on the date of grant. The value of the award is principally recognized as expense ratably over the requisite service periods. We have estimated the fair value of stock options and warrants as of the date of grant or assumption using the Black-Scholes option pricing model, which was developed for use in estimating the value of traded options that have no vesting restrictions and that are freely transferable. The Black-Scholes model requires the input of certain assumptions.  Changes in the assumptions used in Black-Scholes model can materially affect the fair value estimates. We evaluate the assumptions used to value stock options on an annual basis. The expected term of stock options represents the weighted average period the stock options are expected to remain outstanding.

 

The expected term is based on the observed and expected time to exercise and post-vesting cancellations of options by employees.  Upon the adoption of the accounting guidance, we continued to use historical volatility in deriving the expected volatility assumption as allowed under GAAP because we believe that future volatility over the expected term of the stock options is not likely to differ materially from the past. The risk-free interest rate assumption is based on 5-year U.S Treasury zero-coupon rates appropriate for the expected term of the stock options. The expected dividend assumption is based on the history and expectation of dividend payouts.  The fair values generated by the Black-Scholes model may not be indicative of the actual fair values of the equity awards, as we do not consider other factors important to those awards to employees, such as continued employment, periodic vesting requirements and limited transferability.  The amount of stock based compensation expenses is net of an estimated forfeiture rate, which is also based on historical data. For the years ended December 31, 2014 and 2013, stock based compensation expense was approximately $136,944 and $61,480 respectively, which consisted primarily of stock-based compensation expense related to stock options recognized under GAAP issued to the employees.

 

The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services to be provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. We recognize this expense over the period in which the services are provided. For the years ended December 31, 2014 and 2013, stock based compensation expense was approximately $0 in each year, which consisted primarily of stock-based compensation expense related to stock options and warrants recognized under GAAP issued to consultants and other non-employees.

  

The following table shows the components of our stock based compensation expense for employees, consultants and other non-employees:

 

  Year ended
December 31,		 
  2014  2013 
       
Common Stock options issued for compensation $108,244  $61,480 
Common Stock options and warrants issued for services  28,700   - 
         
Total $136,944  $61,480 

 

Shipping and Handling Costs - Shipping and handling charges to customers are included in net revenues, and the associated costs incurred are recorded in cost of revenues.

 

Advertising Costs - Advertising costs are charged to operations when incurred.  During the years ended December 31, 2014 and 2013 we incurred $718,705 and $353,156 respectively, in advertising and promotion costs.

 

Litigation and Settlement Costs - Legal costs are expensed as incurred. We record a charge equal to at least the minimum estimated liability for a loss contingency when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements and (ii) accrue the best estimate within a range of loss if there is a loss or, when there is no amount within a range that forms a better estimate, we will accrue the minimum amount in the range.

 

Loss Per Share - Basic loss per share, which excludes anti-dilutive securities, is computed by dividing loss available to common shareholders by the weighted-average number of common shares outstanding for that particular period. In contrast, diluted loss per share considers the potential dilution that could occur from other equity instruments that would increase the total number of outstanding shares of common stock. Such amounts include shares potentially issuable under outstanding options, warrants, convertible preferred stock and convertible notes.

 

A reconciliation of the numerator and denominator used in the calculation of basic and diluted net loss per share follows:

 

  Year ended
December 31,		 
  2014  2013 
Historical net loss per share:      
       
Numerator      
Net loss, as reported  (2,753,560)  (712,452)
Less: Effect of amortization of interest expense on convertible notes  -   - 
Net loss attributed to common stockholders (diluted)  (2,753,560)  (712,452)
         
Denominator        
Weighted-average common shares outstanding  26,406,409   23,754,402 
Effect of dilutive securities  -   - 
Denominator for diluted net loss per share  26,406,409   23,754,402 
Basic and diluted net loss per share $(0.10) $(0.03)

 

Basic and Diluted Loss per Share:

 

The computation of basic earnings per share of common stock is based on the weighted average number of shares outstanding during the periods presented. The computation of fully diluted earnings per share includes common stock equivalents outstanding at the balance sheet date. The Company had 3,757,583 and 1,635,694 stock options, warrants and convertible note shares that would have been included in the fully diluted earnings per share as of December 31, 2014 and 2013, respectively.  However, the common stock equivalents were not included in the computation of the loss per share computation because they are anti-dilutive.

 

Reclassifications - Certain financial statement items have been reclassified to conform to the current year’s presentation.

 

Recent Accounting Pronouncements

 

We have reviewed recent accounting pronouncements and concluded that they are either not applicable to our business or that no material effect is expected on the financial statements as a result of future adoption.
XML 64 R3.htm IDEA: XBRL DOCUMENT v2.4.1.9
Balance Sheets (Parenthetical) (USD $)
Dec. 31, 2014
Dec. 31, 2013
Preferred stock, par value $ 0.0005us-gaap_PreferredStockParOrStatedValuePerShare $ 0.0005us-gaap_PreferredStockParOrStatedValuePerShare
Preferred stock, shares authorized 25,000,000us-gaap_PreferredStockSharesAuthorized 25,000,000us-gaap_PreferredStockSharesAuthorized
Common stock, par value $ 0.0004us-gaap_CommonStockParOrStatedValuePerShare $ 0.0004us-gaap_CommonStockParOrStatedValuePerShare
Common stock, shares authorized 100,000,000us-gaap_CommonStockSharesAuthorized 100,000,000us-gaap_CommonStockSharesAuthorized
Voting common stock, shares issued 28,438,631us-gaap_CommonStockSharesIssued 25,854,307us-gaap_CommonStockSharesIssued
Voting common stock, shares outstanding 28,438,430us-gaap_CommonStockSharesOutstanding 25,854,307us-gaap_CommonStockSharesOutstanding
Series A Preferred Stock [Member]    
Preferred Stock, shares issued 593,750us-gaap_PreferredStockSharesIssued
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesAPreferredStockMember		 743,750us-gaap_PreferredStockSharesIssued
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesAPreferredStockMember
Preferred stock, shares outstanding 593,750us-gaap_PreferredStockSharesOutstanding
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesAPreferredStockMember		 743,750us-gaap_PreferredStockSharesOutstanding
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesAPreferredStockMember
Series B Preferred Stock [Member]    
Preferred Stock, shares issued 1,145us-gaap_PreferredStockSharesIssued
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesBPreferredStockMember		 750us-gaap_PreferredStockSharesIssued
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesBPreferredStockMember
Preferred stock, shares outstanding 1,145us-gaap_PreferredStockSharesOutstanding
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesBPreferredStockMember		 750us-gaap_PreferredStockSharesOutstanding
/ us-gaap_StatementClassOfStockAxis
= us-gaap_SeriesBPreferredStockMember
XML 65 R17.htm IDEA: XBRL DOCUMENT v2.4.1.9
Off Balance Sheet Arrangements and Contractual Obligations
 12 Months Ended
Dec. 31, 2013
Off Balance Sheet Arrangements and Contractual Obligations [Abstract]  
OFF BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

NOTE 11 – OFF BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

 

We have not entered into any transactions with unconsolidated entities whereby we have financial guarantees, subordinated retained interests, or other contingent arrangements that expose us to material continuing risks, contingent liabilities, or any other obligation under a variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us.
XML 66 R1.htm IDEA: XBRL DOCUMENT v2.4.1.9
Document and Entity Information (USD $)
 12 Months Ended
Dec. 31, 2014
Mar. 27, 2015
Jun. 30, 2014
Document and Entity Information [Abstract]      
Entity Registrant Name OxySure Systems Inc    
Entity Central Index Key 0001413797    
Amendment Flag false    
Current Fiscal Year End Date --12-31    
Document Type 10-K    
Document Period End Date Dec. 31, 2014    
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2014    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Filer Category Smaller Reporting Company    
Entity Public Float     $ 4,383,261dei_EntityPublicFloat
Entity Common Stock, Shares Outstanding   29,573,414dei_EntityCommonStockSharesOutstanding  
XML 67 R18.htm IDEA: XBRL DOCUMENT v2.4.1.9
Segment Information
 12 Months Ended
Dec. 31, 2014
Segment Information [Abstract]  
SEGMENT INFORMATION

NOTE 12 – SEGMENT INFORMATION

 

We are organized as, and operate in, one reportable segment: the development, distribution and sale of specialty respiratory products and related medical products and accessories. Our chief operating decision-maker is our Chief Executive Officer. Our Chief Executive Officer reviews financial information presented on a consolidated basis for purposes of evaluating financial performance and allocating resources, accompanied by information about revenue by geographic regions. Our assets are primarily located in the United States of America and not allocated to any specific region and we do not measure the performance of our geographic regions based upon asset-based metrics. Therefore, geographic information is presented only for revenue. Revenue by geographic region is based on the ship to address on our customer orders.

 

The following presents total revenue by geographic region:

 

  Year Ended
December 31,		 
  2014  2013 
Revenues:      
United States revenues $2,380,000  $1,302,042 
ROW revenues  57,402   498,286 
Totals $2,437,402  $1,800,327 

 
XML 68 R4.htm IDEA: XBRL DOCUMENT v2.4.1.9
Statements of Operations (USD $)
 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Income Statement [Abstract]    
Revenues, net $ 2,437,402us-gaap_SalesRevenueGoodsNet $ 1,800,327us-gaap_SalesRevenueGoodsNet
Cost of goods sold 1,419,047us-gaap_CostOfGoodsSold 592,986us-gaap_CostOfGoodsSold
Gross profit 1,018,355us-gaap_GrossProfit 1,207,341us-gaap_GrossProfit
Operating expenses    
Research and development 583,435us-gaap_ResearchAndDevelopmentExpense 356,015us-gaap_ResearchAndDevelopmentExpense
Sales and marketing 718,705us-gaap_SellingAndMarketingExpense 353,156us-gaap_SellingAndMarketingExpense
Other general and administrative 1,751,006us-gaap_OtherGeneralAndAdministrativeExpense 986,468us-gaap_OtherGeneralAndAdministrativeExpense
Loss from operations (2,034,791)us-gaap_OperatingIncomeLoss (488,298)us-gaap_OperatingIncomeLoss
Other income (expenses)    
Other income (expense) 188,843us-gaap_NonoperatingGainsLosses 25,825us-gaap_NonoperatingGainsLosses
Interest expense (907,612)us-gaap_InterestExpense (249,979)us-gaap_InterestExpense
Total other income (expenses) (718,769)us-gaap_NonoperatingIncomeExpense (224,154)us-gaap_NonoperatingIncomeExpense
Net loss $ (2,753,560)us-gaap_NetIncomeLoss $ (712,452)us-gaap_NetIncomeLoss
Basic net income (loss) per common share $ (0.10)us-gaap_EarningsPerShareBasic $ (0.03)us-gaap_EarningsPerShareBasic
Diluted net income (loss) per common share $ (0.10)us-gaap_EarningsPerShareDiluted $ (0.03)us-gaap_EarningsPerShareDiluted
Weighted average common shares outstanding:    
Basic 26,367,254us-gaap_WeightedAverageNumberOfSharesOutstandingBasic 23,754,402us-gaap_WeightedAverageNumberOfSharesOutstandingBasic
Diluted 26,367,254us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding 23,754,402us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding
XML 69 R12.htm IDEA: XBRL DOCUMENT v2.4.1.9
Income Taxes
 12 Months Ended
Dec. 31, 2014
Income Taxes [Abstract]  
INCOME TAXES

NOTE 6 - INCOME TAXES

 

The Company adopted the provisions of ASC 740, “Accounting for Uncertainty in Income Taxes,” on January 1, 2008. FASB ASC Topic 740 clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FASB ASC Topic 740 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result of the implementation of FASB ASC Topic 740, the Company did not recognize a decrease or increase in the liability for unrecognized tax benefits.

 

As of December 31, 2014 and 2013, the Company had cumulative net operating loss carry-forwards of approximately $15,150,126 and $12,146,279 respectively, which expire in varying amounts between 2024 and 2034.   Realization of this potential future tax benefit is dependent on generating sufficient taxable income prior to expiration of the loss carry-forward. The deferred tax asset related to this (and other) potential future tax benefits has been offset by a valuation allowance in the same amount. The amount of the deferred tax asset ultimately realizable could be increased in the near term if estimates of future taxable income during the carry-forward period are revised.

 

Deferred income tax assets of $5,588,365 and $4,733,483 for the years December 31, 2014 and 2013 respectively were offset in full by a valuation allowance.

 

The components of the Company's net deferred tax assets, including a valuation allowance, for the years 2014 and 2013 are as follows:

 

Deferred Tax Assets As of 
December 31, 2014		  As of December 31, 2013 
Net operating loss carry-forwards $5,150,797  $4,129,735 
         
Net deferred tax assets before valuation allowance $5,588,365  $4,733,483 
Less: Valuation Allowance $(5,588,365) $(4,733,483)
Net deferred tax assets  --   -- 

 

Reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. income tax rate to pre-tax loss is as follows:

 

  As of December 31, 2014  As of 
December 31, 2013		 
Statutory federal income tax  34%  34%
Statutory state income tax  (0.22%)  (0.92%)
Change in valuation allowance on deferred tax assets  (33.51%)  (33.69%)
Net effective tax rate  (0.27%)  (0.61%)

 

Due to the inherent uncertainty in forecasts and future events and operating results, the Company has provided for a valuation allowance in an amount equal to gross deferred tax assets resulting in the above figures for the periods audited.
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Stock Options and Warrants
 12 Months Ended
Dec. 31, 2014
Stock Options and Warrants [Abstract]  
STOCK OPTIONS AND WARRANTS

NOTE 5 - STOCK OPTIONS AND WARRANTS

 

Equity Incentive Plans

 

In April 2004, our Board of Directors and the stockholders at that time approved the adoption of a Voting Stock Option Plan (the “Plan”), which provides for the issuance of stock options to eligible employees, consultants, Board members and Advisory Board members of us to acquire up to a maximum of 5,000,000 shares of common stock.

 

Our Board of Directors, which determines the number of options that will be granted, the effective dates of the grants, the option process and the vesting schedules, administers the Plan. In the absence of an established market for the common stock of the Company, the Board of Directors determines the fair market value of our common stock. Options generally expire between five and ten years from the date of grant and automatically terminate 90 days after such optionee ceases to be an eligible individual under the Plan other than by reason of death or disability.

 

The portion of options granted that is not exercisable on the date the optionee ceases to be an eligible individual under the Plan by reason other than death, shall terminate and be forfeited to the Company on the date of such cessation. An optionee has no right as a stockholder with respect to any shares covered by the options granted to him until a certificate representing such shares is issued to them.

 

Stock Options

 

The following table summarizes information about the number and weighted average of the options that were forfeited or expired under the Plan during 2014 and 2013:

 

  Employee  Non-Employee    
     Weighted     Weighted    
  Number  Average  Number  Average  Combined 
  Of  Exercise  Of  Exercise  Total 
  Options  Price  Options  Price  Options 
Outstanding at December 31, 2012  1,440,916  $0.38   18,180  $1.15   1,459,096 
Granted  135,000   0.25   -   -   135,000 
Exercised  -   -   -   -   - 
Forfeited/Cancelled  (22,925)  1.56   (2,280)  2.50   (25,205)
Outstanding at December 31, 2013  1,552,991  $0.35   15,900  $2.50   1,568,891 
Granted  380,000   0.52   -   -   380,000 
Exercised  -   -   -   -   - 
Forfeited/Cancelled  (225,503)  0.91   (15,900)  2.50   (241,403)
Outstanding at December 31, 2014  1,707,488  $0.31   -  $-   1,707,488 

  

The following table summarizes information about those options that have been forfeited, cancelled or that have expired under the Plan during 2014 and 2013:

 

  Employee  Non-Employee    
     Weighted     Weighted    
  Number  Average  Number  Average  Combined 
  Of  Exercise  Of  Exercise  Total 
  Options  Price  Options  Price  Options 
                
Forfeited/Cancelled during FY 2013  (22,925) $1.56   (2,280) $2.50   (25,205)
                     
Forfeited/Cancelled during FY 2014  (225,503) $0.91   (15,900) $2.50   (241,403)

Valuation Assumptions

 

We value our stock-based payment awards granted using the Black-Scholes model, during the years ended December 31, 2014 and 2013.  The Black-Scholes model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. The Black-Scholes model requires the input of certain assumptions that can vary over time. Our stock options have characteristics significantly different from those of traded options, and changes in the assumptions can materially affect the fair value estimates.

 

The risk-free interest rate is the implied yield currently available on the 5-year U.S. Treasury zero-coupon issues with a remaining term equal to the expected term. The expected term of the options was based on the simplified method outlined in ASC 718. The volatility factors were based on three peer companies selected from the Dow Jones U.S. Medical Equipment Index (^DJUSAM). These peer companies include companies which are the same market categories as the Company, which is the medical equipment and supplies line of business. The peer companies were selected based on similarity of industry characteristics, size and lifecycle characteristics. The calculated volatility value was established by taking the historical daily closing values prior to grant date, over a period equal to the expected term, for each of the peer companies, and then calculating a single average volatility.

 

For the years ended December 31, 2014 and 2013, respectively, the fair value of options granted were estimated at the date of grant using the Black-Scholes model with the following weighted average assumptions:

 

  Equity Incentive
Plans for
Years Ended
December 31,		 
  2014  2013 
       
Expected terms (in years)   5-10    5-10 
Volatility  83.79%  40.45%
Risk-free interest rate   0.82%-1.02%   1.05%-1.74%
Expected dividend rate  0.00%  0.00%

 

The expected term of stock options represents the weighted average period the stock options are expected to remain outstanding. The expected term is based on the observed and expected time to exercise and post-vesting cancellations of options by optionees.  We use historical volatility in deriving our expected volatility assumption because it believes that future volatility over the expected term of the stock options is not likely to differ from the past.

 

The expected dividend assumption is based on our history and expectation of dividend payouts.  The fair value of the shares of common stock underlying the stock options has historically been determined by the board of directors. On or before February 2012, when our common stock commenced trading on the over the counter bulletin board (OTCQB), there has been no public market for our common stock. Consequently, the board of directors has historically determined the fair value of the common stock at the time of grant of the option by considering a number of objective and subjective factors including valuation of comparable companies, operating and financial performance, the lack of liquidity of capital stock and general and industry specific economic outlook, amongst other factors.  

 

FASB ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company only records stock-based compensation expense for awards that are expected to vest. While we generally consider historical forfeitures in its estimates, judgment is also required in estimating the amount of stock-based awards that are expected to be forfeited. The Company’s estimates for forfeitures may differ from actual forfeitures. If actual results differ significantly from these estimates, stock-based compensation expense and its results of operations could be materially impacted when the Company records a true-up for the difference in the period that the awards vest. We adjust stock-based compensation expense based on our actual forfeitures on an annual basis, if necessary.

 

Stock compensation cost, using the graded vesting attribute method in accordance with Codification topic 718, is recognized over the requisite service period, generally 5 years, during which each tranche of shares is earned (zero, one, two, three, and four years).  The value of each tranche is generally amortized on a straight-line basis.  For the years ended December 31, 2014 and 2013, stock based compensation expense was approximately $136,944 and $61,480, respectively, which consisted primarily of stock-based compensation expense related to stock options recognized under GAAP issued to employees.  For the years ended December 31, 2014 and 2013, the number of options exercised was 0 for each year.

 

Compensation expense is recognized only for the portion of stock options that are expected to vest, assuming an expected forfeiture rate in determining stock-based compensation expense, which could affect the stock-based compensation expense recorded if there is a significant difference between actual and estimated forfeiture rates. As of December 31, 2014, total unrecognized compensation cost related to stock-based awards granted to employees and non-employee directors was $105,154. This cost will be amortized on a ratable basis over a weighted-average vesting period of approximately 1.18 years.

 

The following table summarizes information about employee stock options outstanding under the Plan at December 31, 2014:

 

December 31, 2014
  Options Outstanding  Options Exercisable 
Range of Exercise Prices Number 
Outstanding		  Weighted 
average 
remaining 
contractual life		  Weighted 
average 
exercise price		  Number 
exercisable		  Weighted 
average 
remaining 
contractual life		  Weighted 
average 
exercise price		 
$ 0.20 - $0.25  1,507,488   4.66  $0.25   1,417,488   4.66  $0.25 
$ 0.50 - $1.00  200,000   4.57  $0.89   87,500   3.86  $0.74 
   1,707,488           1,504,988         

 

There were no non-employee stock options outstanding or exercisable at December 31, 2014.

 

Warrants.

 

The following table summarizes our warrant activities for the years ended December 31, 2014 and 2013:

 

      Weighted       
   Number  Average       
   Of  Exercise  Estimated  Intrinsic 
   Warrants  Price  Life (Years)  Value 
 Outstanding at December 31, 2012   1,877,034  $0.80   1.65  $1.07 
 Granted   1,576,364  $1.44   4.30  $- 
 Exercised   (438,889)  0.01         
 Forfeited/Cancelled   (47,500)  0.69         
 Exercisable   2,967,009  $1.13   2.81  $0.19 
 Outstanding at December 31, 2013   2,967,009  $1.13   2.81  $0.19 
 Granted   1,467,896  $1.26   3.95  $- 
 Exercised   (436,945)  0.01         
 Forfeited/Cancelled   (468,700)  0.65         
 Exercisable   3,569,260  $1.37   3.18  $- 
 Outstanding at December 31, 2014   3,569,260  $1.37   3.18  $- 
 
XML 71 R23.htm IDEA: XBRL DOCUMENT v2.4.1.9
Organization and Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2014
Organization and Summary of Significant Accounting Policies [Abstract]  
Schedule of inventories

 

  December 31, 
  2014  2013 
Raw materials $133,477  $145,827 
Work in process  41,114   78,809 
Finished goods  102,755   63,030 
         
  $277,346  $287,666 
Summary of property and equipment

 

  December 31, 
  2014  2013 
       
Leasehold Improvements  547,856   547,856 
Machinery and equipment on capital leases  919,736   919,736 
Property, plant and equipment  237,484   196,051 
Furniture and fixtures  34,821   16,254 
Computers and software  55,368   47,288 
         
   1,795,265   1,727,185 
         
Less: accumulated depreciation  (1,703,727)  (1,656,936)
         
   91,537   70,249 
Schedule of stock based compensation expense

  Year ended
December 31,		 
  2014  2013 
       
Common Stock options issued for compensation $108,244  $61,480 
Common Stock options and warrants issued for services  28,700   - 
         
Total $136,944  $61,480 
Schedule of numerator and denominator used in calculation of basic and diluted net loss per share

  Year ended
December 31,		 
  2014  2013 
Historical net loss per share:      
       
Numerator      
Net loss, as reported  (2,753,560)  (712,452)
Less: Effect of amortization of interest expense on convertible notes  -   - 
Net loss attributed to common stockholders (diluted)  (2,753,560)  (712,452)
         
Denominator        
Weighted-average common shares outstanding  26,406,409   23,754,402 
Effect of dilutive securities  -   - 
Denominator for diluted net loss per share  26,406,409   23,754,402 
Basic and diluted net loss per share $(0.10) $(0.03)
XML 72 R19.htm IDEA: XBRL DOCUMENT v2.4.1.9
Going Concern
 12 Months Ended
Dec. 31, 2014
Going Concern [Abstract]  
GOING CONCERN

NOTE 13 – GOING CONCERN

 

Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.  We have been suffering from recurring losses from operations. Our total notes payable has increased to $723,323 at December 31, 2014 from $349,975 at December 31, 2013. Our current notes payable has also increased to $678,839 at December 31, 2014 from $273,903 at December 31, 2013. Our long term notes payable decreased from $76,072 for December 31, 2013 to $44,484 at December 31, 2014.

 

Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow from operations to meet our obligations on a timely basis and/or obtain financing as may be required. For the years ended December 31, 2014 and 2013 we have incurred net losses from operations of $1,099,349 and $860,791, respectively. As of December 31, 2014 and 2013, we have accumulated stockholders’ deficits of $18,041,208 and $15,287,647, respectively, since inception. We had a working capital surplus of $418,734 as of December 31, 2014 and a working capital surplus of $747,473 as of December 31, 2013. While our revenues have increased significantly from 2013 to 2014, we are still in the early stages of the commercialization or our primary product, and we currently operate in a single industry segment.  These factors raise significant doubt about our ability to continue as a going concern.

  

During the next 12 months, our foreseeable cash requirements will relate to continual development of the operations of our business, maintaining our good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with reviewing or investigating any potential business ventures.  We may experience a cash shortfall and may be required to raise additional capital. Historically, we have relied upon internally generated funds and funds from the sale of shares of stock and loans and advances from our shareholders and private investors to finance our operations and growth. We may raise additional capital through future public or private offerings of our stock or through loans from investors, although there can be no assurance that we will be able to obtain such financing.  Our failure to do so could have a material and adverse effect upon us and our shareholders.

 

We have a series of plans to mitigate the going concern:

 

1.   Management is seeking additional sources of equity and/or debt financing on terms that are reasonable for us; however, there is no assurance that any such additional funding will be available.

 

2.   We anticipate that sales during 2015 and 2016 from existing markets will grow, and we believe that we will be able to generate sales from new markets. Existing markets include education customers such as schools, school districts and colleges, and commercial customers such as manufacturing facilities, churches and other commercial venues. New markets will include, but not be limited to, government customers and new international territories and markets.

 

3.   We plan to increase our market penetration through the addition of new distributors, both in the US and outside the US during 2015 and beyond. We also plan to increase the number direct sales territory managers we will appoint in the U.S. to sell our products.

 

4.   We plan to continue to diversify our product range through the addition of complementary products and solutions. Some of these products will be sourced from third party manufacturers and suppliers.

 

5.   We may seek or consider strategic business combinations with other companies to complement our resources and create synergies.
XML 73 R15.htm IDEA: XBRL DOCUMENT v2.4.1.9
Related Party Transactions
 12 Months Ended
Dec. 31, 2014
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 9 – RELATED PARTY TRANSACTIONS

 

A summary of the related party financings and notes payable to related parties as at December 31, 2014 is as follows:

 

  Shareholder advances 
Holder Julian Ross(1)  Other 
Amount $154,850  $- 
Stated interest rate  0%  0%
Maturity  n/a   n/a 

 

A summary of the related party financings and notes payable to related parties as at December 31, 2013 is as follows:

 

  Shareholder advances 
Holder Julian Ross(1)  Other 
Amount $118,627  $- 
Stated interest rate  0%  0%
Maturity  n/a   n/a 

 

(1)Our CEO, Mr. Ross provided us cash and other consideration from time to time to fund to fund working capital. The net amounts outstanding to Mr. Ross were $154,850 and $118,627 as at December 31, 2014 and December 31, 2013, respectively.

 
XML 74 R60.htm IDEA: XBRL DOCUMENT v2.4.1.9
Fair Value Measurements (Details) (USD $)
 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Summary of changes related to derivatives    
Beginning Balance     
Additions related to embedded derivative of convertible notes issued 28,009oxys_InitialValueOfDerivative   
Gain on decrease in value of derivative liabilities 3,001us-gaap_IncreaseDecreaseInDerivativeLiabilities   
Ending Balance $ 31,010us-gaap_DerivativeLiabilities   
XML 75 R13.htm IDEA: XBRL DOCUMENT v2.4.1.9
License and Service Agreements
 12 Months Ended
Dec. 31, 2014
License and Service Agreements [Abstract]  
LICENSE AND SERVICE AGREEMENTS

NOTE 7 – LICENSE AND SERVICE AGREEMENTS

 

There were no material service agreements during 2014.

 
XML 76 R14.htm IDEA: XBRL DOCUMENT v2.4.1.9
Commitments and Contingency
 12 Months Ended
Dec. 31, 2014
Commitments and Contingency [Abstract]  
COMMITMENTS AND CONTINGENCY

NOTE 8 – COMMITMENTS AND CONTINGENCY

 

Leases

 

Operating Lease – During 2007, we entered into a long-term non-cancelable lease for office space, which expired in October 2012. On December 31, 2013 we extended this lease until December 31, 2017.

 

At December 31, 2014, future minimum lease payments under the non-cancelable operating lease for the year ended December 31, 2014 were as follows:

 

2015 $194,400 
2016  210,600 
2017  210,600 
Thereafter  - 
  $615,600 

 

Rental expense for the years ended December 31, 2014 and 2013 was $194,400 and $194,400, respectively.

 

Capital lease – During 2014 we retired our master lease agreement with a VenCore Solutions, LLC (“Vencore”). The Vencore lease had a balance of $307,662 which we settled in full through the payment of $150,000 in cash and 75,000 shares of common stock. The balance on the Vencore lease at December 31, 2014 was $0.

 

Minimum non-cancellable lease payments required under all capital leases as at December 31, 2014 are as follows:

 

2014  149 
Thereafter  - 
  $149 

Legal Proceedings

 

The Company is subject to litigation in the normal course of business, none of which management believes will have a material adverse effect on the Company’s financial statements.

 

On or about December 13 of 2013, Wall Street Buy Sell Hold, Inc., (“WSBSH”) filed a lawsuit against the Company in the New York Supreme Court, Nassau County. The suit seeks damages in the form of money, stock and warrants for breach of a marketing agreement entered into on October 22, 2012 and another entered into on March 11, 2013. We have answered the complaint and filed a counterclaim against WSBSH seeking the return of all moneys and shares we paid or transferred to WSBSH, as well as punitive damages for fraud. We have entered the discovery phase in this matter. Management believes the WSBSH claims have no merit, and we intend to vigorously defend our interests in this matter.

 

Indemnification

 

Under the indemnification provisions of our customer agreements, we routinely agree to indemnify and defend our customers against infringement of any patent, trademark, or copyright of any country or the misappropriation of any trade secret, arising from the customers’ legal use of our products or services. The exposure to us under these indemnification provisions is generally limited to the total amount paid by the customers under pertinent agreements. However, certain indemnification provisions potentially expose us to losses in excess of the aggregate amount received from the customer. To date, there have been no claims against us or our customers pertaining to such indemnification provisions and no amounts have been recorded.
XML 77 R16.htm IDEA: XBRL DOCUMENT v2.4.1.9
Fair Value Measurements
 12 Months Ended
Dec. 31, 2014
Fair Value Measurements [Abstract]  
FAIR VALUE MEASUREMENTS

NOTE 10 – FAIR VALUE MEASUREMENTS

 

Effective January 1, 2009, the Company adopted new fair value accounting guidance. The adoption of the guidance was limited to financial assets and liabilities and did not have a material effect on our financial condition or results of operations.

 

The guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact business and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. The guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The guidance establishes three levels of inputs that may be used to measure fair value:

 

Level 1 — Quoted prices in active markets for identical assets or liabilities.

 

Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 — Unobservable inputs to the valuation methodology that is significant to the measurement of fair value of assets or liabilities.

 

Changes related to derivatives for the year ended December 31, 2014 are as follows:

 

  Derivative 
  Liabilities 
     
Balance as of December 31, 2013 $- 
Additions related to embedded derivative of convertible notes issued  28,009 
Gain on decrease in value of derivative liabilities  3,001 
Balance as of December 31, 2014 $31,010 
 
XML 78 R64.htm IDEA: XBRL DOCUMENT v2.4.1.9
Concentration of Risk in Customer and Supplier Relationships (Details)
 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Knight Aerospace, Inc. [Member]    
Concentration Risk [Line Items]    
Percentage of revenues 58.00%us-gaap_ConcentrationRiskPercentage1
/ us-gaap_ConcentrationRiskByTypeAxis
= oxys_KnightAerospaceMember		 35.00%us-gaap_ConcentrationRiskPercentage1
/ us-gaap_ConcentrationRiskByTypeAxis
= oxys_KnightAerospaceMember
PP Aviation Corporation [Member]    
Concentration Risk [Line Items]    
Percentage of revenues 19.00%us-gaap_ConcentrationRiskPercentage1
/ us-gaap_ConcentrationRiskByTypeAxis
= oxys_PpAviationCorporationMember		 28.00%us-gaap_ConcentrationRiskPercentage1
/ us-gaap_ConcentrationRiskByTypeAxis
= oxys_PpAviationCorporationMember
XML 79 R66.htm IDEA: XBRL DOCUMENT v2.4.1.9
Subsequent Events (Details) (Subsequent Event [Member], USD $)
 0 Months Ended
Jan. 12, 2015
Subsequent Events (Textual)  
Common stock issued for conversion of Series B preferred 318,349us-gaap_ConversionOfStockSharesIssued1
Series B Preferred stock converted into common stock 170us-gaap_ConversionOfStockSharesConverted1
Common stock issued for conversions of convertible notes 602,426us-gaap_DebtConversionConvertedInstrumentSharesIssued1
Stock issued for connection in licensing and marketing agreement 30,000us-gaap_StockIssuedDuringPeriodSharesNewIssues
Stock issued for connection in investment banking agreement 58,000us-gaap_StockIssuedDuringPeriodSharesOther
Julian T.Ross [Member]  
Subsequent Events (Textual)  
Term of agreement 3 years
Basic salary 275,000us-gaap_SalariesWagesAndOfficersCompensation
/ us-gaap_SubsequentEventTypeAxis
= us-gaap_SubsequentEventMember
/ us-gaap_TitleOfIndividualAxis
= us-gaap_ChiefExecutiveOfficerMember
Annual Bonus description 40% of Base Salary, provided that: (i) 30% of the Annual Bonus is subject to achievement of MBOs (Management by Objectives) determined by the Board; (ii) 70% of the Annual Bonus is subject to achievement of financial performance metrics set by the Board (for example, Revenue or Revenue Growth, Stock Price, and so forth).
Stock options value 200,000us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber
/ us-gaap_SubsequentEventTypeAxis
= us-gaap_SubsequentEventMember
/ us-gaap_TitleOfIndividualAxis
= us-gaap_ChiefExecutiveOfficerMember
Restricted stock units description (i) Base Restricted Stock Units ("RSUs"): $100,000 per year; Up to an additional $200,000 per year at the Board's sole and absolute discretion. (ii) Performance Restricted Stock Units: 150,000 units subject to achieving both positive net earnings and positive EBITDA for a 6 month period (one time issuance).
XML 80 R63.htm IDEA: XBRL DOCUMENT v2.4.1.9
Going Concern (Details) (USD $)
 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Going Concern (Textual)    
Notes Payable $ 723,323us-gaap_NotesPayable $ 349,975us-gaap_NotesPayable
Increase in notes payable, current 678,839us-gaap_IncreaseDecreaseInNotesPayableCurrent 273,903us-gaap_IncreaseDecreaseInNotesPayableCurrent
Notes payable, noncurrent 44,484us-gaap_LongTermNotesPayable 76,072us-gaap_LongTermNotesPayable
Accumulated deficit (18,041,208)us-gaap_RetainedEarningsAccumulatedDeficit (15,287,647)us-gaap_RetainedEarningsAccumulatedDeficit
Working capital 418,734oxys_WorkingCapital 747,473oxys_WorkingCapital
NET CASH USED IN OPERATING ACTIVITIES $ (1,099,349)us-gaap_NetCashProvidedByUsedInOperatingActivities $ (860,791)us-gaap_NetCashProvidedByUsedInOperatingActivities
XML 81 R34.htm IDEA: XBRL DOCUMENT v2.4.1.9
Organization and Summary of Significant Accounting Policies (Details 1) (USD $)
Dec. 31, 2014
Dec. 31, 2013
Summary of property and equipment    
Leasehold Improvements $ 547,856us-gaap_LeaseholdImprovementsGross $ 547,856us-gaap_LeaseholdImprovementsGross
Machinery and equipment on capital leases 919,736us-gaap_CapitalLeasedAssetsGross 919,736us-gaap_CapitalLeasedAssetsGross
Property, plant and equipment 237,484us-gaap_PropertyPlantAndEquipmentOther 196,051us-gaap_PropertyPlantAndEquipmentOther
Furniture and fixtures 34,821us-gaap_FurnitureAndFixturesGross 16,254us-gaap_FurnitureAndFixturesGross
Computers and software 55,368us-gaap_CapitalizedComputerSoftwareGross 47,288us-gaap_CapitalizedComputerSoftwareGross
Property and equipment, gross 1,795,265us-gaap_PropertyPlantAndEquipmentGross 1,727,185us-gaap_PropertyPlantAndEquipmentGross
Less: accumulated depreciation (1,703,727)us-gaap_AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment (1,656,936)us-gaap_AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment
Total property and equipment, net $ 91,537us-gaap_PropertyPlantAndEquipmentNet $ 70,249us-gaap_PropertyPlantAndEquipmentNet
XML 82 R51.htm IDEA: XBRL DOCUMENT v2.4.1.9
Stock Options and Warrants (Details Textual) (USD $)
 1 Months Ended 12 Months Ended
Apr. 30, 2004
Dec. 31, 2014
Dec. 31, 2013
Stock option and warrants (Textual)      
Maximum number of shares acquired under voting stock option plan 5,000,000us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized    
Expiration period of option, Maximum 10 years    
Expiration period of option, Minimum 5 years    
Termination period of option for ineligible individual 90 days    
Stock compensation expense recognition requisite service period   5 years  
Unrecognized compensation costs related to non-vested stock option   $ 105,154us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized  
Unrecognized compensation costs will be recognized over the weighted average remaining vesting period   1 year 2 months 5 days  
Stock based compensation expense   $ 136,944us-gaap_ShareBasedCompensation $ 61,480us-gaap_ShareBasedCompensation
Employee Stock Option [Member]      
Stock option and warrants (Textual)      
Stock option/warrant exercised       
XML 83 R21.htm IDEA: XBRL DOCUMENT v2.4.1.9
Subsequent Events
 12 Months Ended
Dec. 31, 2014
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 15 - SUBSEQUENT EVENTS

 

The Company has evaluated events and transactions subsequent to December 31, 2014 through the date of issuance of the Financial Statements. During the period from January 1, 2015 to the date of issuance, we have had the following material subsequent events:

 

Re-appointment of Julian T. Ross as Chairman & CEO:

 

On January 12, 2015, our Board of Directors re-appointed Julian T. Ross as our Chairman and Chief Executive Officer, a position he has held since the Company’s inception. We entered into a third employment agreement (“Agreement”) between us and Mr. Ross. Mr. Ross will also continue to serve as our Chief Financial Officer and Secretary until such time as we completes this hire(s).

 

The Agreement has an effective date of January 1, 2015 and its summary terms include, but are not limited to the following:

 

Term:Three (3) years
Base Salary:

$275,000 per annum payable twice monthly

Annual Bonus:40% of Base Salary, provided that: (i) 30% of the Annual Bonus is subject to achievement of MBOs (Management by Objectives) determined by the Board; (ii) 70% of the Annual Bonus is subject to achievement of financial performance metrics set by the Board (for example, Revenue or Revenue Growth, Stock Price, and so forth).
Stock Options:Stock options valued at $200,000 per annum with exercise price at market price
Restricted Stock Units:(i) Base Restricted Stock Units (“RSUs”): $100,000 per year; Up to an additional $200,000 per year at the Board’s sole and absolute discretion. (ii) Performance Restricted Stock Units: 150,000 units subject to achieving both positive net earnings and positive EBITDA for a 6 month period (one time issuance).

 

Stock issuances:

 

We issued 318,349 shares of common stock pursuant to the cashless conversion of 170 shares of Series B Preferred; we issued 58,000 shares of our common stock in connection with an investment banking agreement; we issued 602,426 shares of common stock pursuant to the cashless, partial conversions of convertible notes; and we issued 30,000 shares of our common stock in connection with a licensing and marketing agreement.
XML 84 R26.htm IDEA: XBRL DOCUMENT v2.4.1.9
Stock Options and Warrants (Tables)
 12 Months Ended
Dec. 31, 2014
Stock Options and Warrants [Abstract]  
Summary of option activity


 

  Employee  Non-Employee    
     Weighted     Weighted    
  Number  Average  Number  Average  Combined 
  Of  Exercise  Of  Exercise  Total 
  Options  Price  Options  Price  Options 
Outstanding at December 31, 2012  1,440,916  $0.38   18,180  $1.15   1,459,096 
Granted  135,000   0.25   -   -   135,000 
Exercised  -   -   -   -   - 
Forfeited/Cancelled  (22,925)  1.56   (2,280)  2.50   (25,205)
Outstanding at December 31, 2013  1,552,991  $0.35   15,900  $2.50   1,568,891 
Granted  380,000   0.52   -   -   380,000 
Exercised  -   -   -   -   - 
Forfeited/Cancelled  (225,503)  0.91   (15,900)  2.50   (241,403)
Outstanding at December 31, 2014  1,707,488  $0.31   -  $-   1,707,488 

 
Summary of options forfeited/cancelled

 

  Employee  Non-Employee    
     Weighted     Weighted    
  Number  Average  Number  Average  Combined 
  Of  Exercise  Of  Exercise  Total 
  Options  Price  Options  Price  Options 
                
Forfeited/Cancelled during FY 2013  (22,925) $1.56   (2,280) $2.50   (25,205)
                     
Forfeited/Cancelled during FY 2014  (225,503) $0.91   (15,900) $2.50   (241,403)
Summary of assumptions to estimate the fair value of options granted

  Equity Incentive
Plans for
Years Ended
December 31,		 
  2014  2013 
       
Expected terms (in years)   5-10    5-10 
Volatility  83.79%  40.45%
Risk-free interest rate   0.82%-1.02%   1.05%-1.74%
Expected dividend rate  0.00%  0.00%

 
Summary of employee stock options outstanding under the Plan


 

December 31, 2014
  Options Outstanding  Options Exercisable 
Range of Exercise Prices Number 
Outstanding		  Weighted 
average 
remaining 
contractual life		  Weighted 
average 
exercise price		  Number 
exercisable		  Weighted 
average 
remaining 
contractual life		  Weighted 
average 
exercise price		 
$ 0.20 - $0.25  1,507,488   4.66  $0.25   1,417,488   4.66  $0.25 
$ 0.50 - $1.00  200,000   4.57  $0.89   87,500   3.86  $0.74 
   1,707,488           1,504,988         

 
Summary of warrant activity

      Weighted       
   Number  Average       
   Of  Exercise  Estimated  Intrinsic 
   Warrants  Price  Life (Years)  Value 
 Outstanding at December 31, 2012   1,877,034  $0.80   1.65  $1.07 
 Granted   1,576,364  $1.44   4.30  $- 
 Exercised   (438,889)  0.01         
 Forfeited/Cancelled   (47,500)  0.69         
 Exercisable   2,967,009  $1.13   2.81  $0.19 
 Outstanding at December 31, 2013   2,967,009  $1.13   2.81  $0.19 
 Granted   1,467,896  $1.26   3.95  $- 
 Exercised   (436,945)  0.01         
 Forfeited/Cancelled   (468,700)  0.65         
 Exercisable   3,569,260  $1.37   3.18  $- 
 Outstanding at December 31, 2014   3,569,260  $1.37   3.18  $- 
 
XML 85 R49.htm IDEA: XBRL DOCUMENT v2.4.1.9
Stock Options and Warrants (Details 3) (Employee Stock Option [Member], USD $)
 12 Months Ended
Dec. 31, 2014
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Beginning of Period [Abstract]  
Number Outstanding 1,707,488us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeNumberOfOutstandingOptions
Number Exercisable 1,504,988us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeNumberOfExercisableOptions
Range One [Member]
  
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Beginning of Period [Abstract]  
Range of Exercise Prices, Lower Range Limit $ 0.20us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeLowerRangeLimit
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember
/ us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansByExercisePriceRangeAxis
= oxys_RangeOneMember
Range of Exercise Prices, Upper Range Limit $ 0.25us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeUpperRangeLimit
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember
/ us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansByExercisePriceRangeAxis
= oxys_RangeOneMember
Number Outstanding 1,507,488us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeNumberOfOutstandingOptions
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember
/ us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansByExercisePriceRangeAxis
= oxys_RangeOneMember
Weighted average remaining contractual life, Options Outstanding 4 years 7 months 28 days
Weighted average exercise price, Options Outstanding $ 0.25us-gaap_SharebasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeOutstandingOptionsWeightedAverageExercisePriceBeginningBalance1
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember
/ us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansByExercisePriceRangeAxis
= oxys_RangeOneMember
Number Exercisable 1,417,488us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeNumberOfExercisableOptions
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember
/ us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansByExercisePriceRangeAxis
= oxys_RangeOneMember
Weighted average remaining contractual life, Options Exercisable 4 years 7 months 28 days
Weighted average exercise price, Options Exercisable $ 0.25us-gaap_SharebasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeExercisableOptionsWeightedAverageExercisePrice1
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember
/ us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansByExercisePriceRangeAxis
= oxys_RangeOneMember
Range Two [Member]
  
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Beginning of Period [Abstract]  
Range of Exercise Prices, Lower Range Limit $ 0.50us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeLowerRangeLimit
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember
/ us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansByExercisePriceRangeAxis
= oxys_RangeTwoMember
Range of Exercise Prices, Upper Range Limit $ 1.00us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeUpperRangeLimit
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember
/ us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansByExercisePriceRangeAxis
= oxys_RangeTwoMember
Number Outstanding 200,000us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeNumberOfOutstandingOptions
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember
/ us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansByExercisePriceRangeAxis
= oxys_RangeTwoMember
Weighted average remaining contractual life, Options Outstanding 4 years 6 months 26 days
Weighted average exercise price, Options Outstanding $ 0.89us-gaap_SharebasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeOutstandingOptionsWeightedAverageExercisePriceBeginningBalance1
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember
/ us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansByExercisePriceRangeAxis
= oxys_RangeTwoMember
Number Exercisable 87,500us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeNumberOfExercisableOptions
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember
/ us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansByExercisePriceRangeAxis
= oxys_RangeTwoMember
Weighted average remaining contractual life, Options Exercisable 3 years 10 months 10 days
Weighted average exercise price, Options Exercisable $ 0.74us-gaap_SharebasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeExercisableOptionsWeightedAverageExercisePrice1
/ us-gaap_AwardTypeAxis
= us-gaap_EmployeeStockOptionMember
/ us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansByExercisePriceRangeAxis
= oxys_RangeTwoMember
XML 86 R41.htm IDEA: XBRL DOCUMENT v2.4.1.9
Notes Payable (Details) (USD $)
Dec. 31, 2014
Summary of future principal payments of Frisco note payable  
2015 $ 718,533us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInNextTwelveMonths
Note payable, Total 718,533us-gaap_LongTermDebt
Frisco Note payable [Member]  
Summary of future principal payments of Frisco note payable  
2015 52,000us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInNextTwelveMonths
/ us-gaap_LongtermDebtTypeAxis
= us-gaap_NotesPayableOtherPayablesMember
2016 52,000us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInYearTwo
/ us-gaap_LongtermDebtTypeAxis
= us-gaap_NotesPayableOtherPayablesMember
Note payable, Total $ 104,000us-gaap_LongTermDebt
/ us-gaap_LongtermDebtTypeAxis
= us-gaap_NotesPayableOtherPayablesMember
XML 87 R5.htm IDEA: XBRL DOCUMENT v2.4.1.9
Statement of Stockholders' Equity (USD $)
Total
Convertible Preferred Stock Series A [Member]
Convertible Preferred Stock Series B [Member]
Common stock
Additional Paid-in Capital
Accumulated Deficit
Beginning Balance at Dec. 31, 2012 $ (916,335)us-gaap_StockholdersEquity $ 409us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= oxys_ConvertiblePreferredStockSeriesAMember		    $ 9,020us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 $ 13,649,431us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember		 $ (14,575,195)us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedDeficitDuringDevelopmentStageMember
Beginning Balance, Shares at Dec. 31, 2012   818,750us-gaap_SharesOutstanding
/ us-gaap_StatementEquityComponentsAxis
= oxys_ConvertiblePreferredStockSeriesAMember		    22,548,678us-gaap_SharesOutstanding
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		    
Common stock issued upon conversion of convertible preferred stock   (38)us-gaap_StockIssuedDuringPeriodValueOther
/ us-gaap_StatementEquityComponentsAxis
= oxys_ConvertiblePreferredStockSeriesAMember		    37us-gaap_StockIssuedDuringPeriodValueOther
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 1us-gaap_StockIssuedDuringPeriodValueOther
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember		  
Common stock issued upon conversion of convertible preferred stock, Shares   (75,000)us-gaap_StockIssuedDuringPeriodSharesOther
/ us-gaap_StatementEquityComponentsAxis
= oxys_ConvertiblePreferredStockSeriesAMember		    91,500us-gaap_StockIssuedDuringPeriodSharesOther
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		    
Series B preferred stock and warrants issued for cash (750,000)us-gaap_StockAndWarrantsIssuedDuringPeriodValuePreferredStockAndWarrants          750,000us-gaap_StockAndWarrantsIssuedDuringPeriodValuePreferredStockAndWarrants
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember		  
Series B preferred stock and warrants issued for cash, Shares     750oxys_StockAndWarrantsIssuedDuringPeriodSharesPreferredStockAndWarrants
/ us-gaap_StatementEquityComponentsAxis
= oxys_ConvertiblePreferredStockSeriesBMember		       
Common stock issued for cash and warrants (216,800)oxys_StockIssuedDuringPeriodValueIssuedForCashAndWarrants       174oxys_StockIssuedDuringPeriodValueIssuedForCashAndWarrants
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 216,626oxys_StockIssuedDuringPeriodValueIssuedForCashAndWarrants
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember		  
Common stock issued for cash and warrants, Shares         435,000oxys_StockIssuedDuringPeriodSharesIssuedForCashAndWarrants
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		    
Common stock issued for cash 347,364us-gaap_StockIssuedDuringPeriodValueIssuedForCash       268us-gaap_StockIssuedDuringPeriodValueIssuedForCash
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 347,096us-gaap_StockIssuedDuringPeriodValueIssuedForCash
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember		   
Common stock issued for cash, Shares         670,947us-gaap_StockIssuedDuringPeriodSharesIssuedForCash
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		    
Common stock issued upon conversion of convertible notes 462,448us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities       193us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 462,255us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember		   
Common stock issued upon conversion of convertible notes, Shares         482,934us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		    
Common stock issued for exercising options and warrants 4,388oxys_StockIssuedDuringPeriodValueStockWarrantsExercised       176oxys_StockIssuedDuringPeriodValueStockWarrantsExercised
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 4,212oxys_StockIssuedDuringPeriodValueStockWarrantsExercised
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember		   
Common stock issued for exercising options and warrants, Shares         438,888oxys_StockIssuedDuringPeriodSharesStockWarrantsExercised
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		    
Common stock issued for services 257,837us-gaap_StockIssuedDuringPeriodValueIssuedForServices       129us-gaap_StockIssuedDuringPeriodValueIssuedForServices
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 257,708us-gaap_StockIssuedDuringPeriodValueIssuedForServices
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember		   
Common stock issued for services, Shares         322,000us-gaap_StockIssuedDuringPeriodSharesIssuedForServices
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		    
Common stock issued for conversion of rent 423,413oxys_StockIssuedDuringPeriodValueConversionOfRent       258oxys_StockIssuedDuringPeriodValueConversionOfRent
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 423,155oxys_StockIssuedDuringPeriodValueConversionOfRent
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember		   
Common stock issued for conversion of rent, Shares         644,347oxys_StockIssuedDuringPeriodSharesConversionOfRent
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		    
Stock Issued During Period Shares Prepaid Rent       220,013oxys_StockIssuedDuringPeriodSharesPrepaidRent
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		    
Stock Issued During Period Value Prepaid Rent 162,810oxys_StockIssuedDuringPeriodValuePrepaidRent     88oxys_StockIssuedDuringPeriodValuePrepaidRent
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 162,722oxys_StockIssuedDuringPeriodValuePrepaidRent
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember		   
Stock based compensation expense 61,480us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationStockOptionsRequisiteServicePeriodRecognition          61,480us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationStockOptionsRequisiteServicePeriodRecognition
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember		   
Beneficial conversion feature 317,609us-gaap_AdjustmentsToAdditionalPaidInCapitalConvertibleDebtWithConversionFeature          317,609us-gaap_AdjustmentsToAdditionalPaidInCapitalConvertibleDebtWithConversionFeature
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember		   
Deferred loan costs 48,012oxys_AdjustmentsToAdditionalPaidInCapitalDeferredLoanCosts        48,012oxys_AdjustmentsToAdditionalPaidInCapitalDeferredLoanCosts
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember		   
Net loss (712,452)us-gaap_NetIncomeLoss           (712,452)us-gaap_NetIncomeLoss
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedDeficitDuringDevelopmentStageMember
Ending Balance at Dec. 31, 2013 1,423,374us-gaap_StockholdersEquity 371us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= oxys_ConvertiblePreferredStockSeriesAMember		    10,343us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 16,700,307us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember		 (15,287,647)us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedDeficitDuringDevelopmentStageMember
Ending Balance, Shares at Dec. 31, 2013   743,750us-gaap_SharesOutstanding
/ us-gaap_StatementEquityComponentsAxis
= oxys_ConvertiblePreferredStockSeriesAMember		 750us-gaap_SharesOutstanding
/ us-gaap_StatementEquityComponentsAxis
= oxys_ConvertiblePreferredStockSeriesBMember		 25,854,307us-gaap_SharesOutstanding
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		    
Common stock issued upon conversion of convertible preferred stock    (75)us-gaap_StockIssuedDuringPeriodValueOther
/ us-gaap_StatementEquityComponentsAxis
= oxys_ConvertiblePreferredStockSeriesAMember		    73us-gaap_StockIssuedDuringPeriodValueOther
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 2us-gaap_StockIssuedDuringPeriodValueOther
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember		   
Common stock issued upon conversion of convertible preferred stock, Shares   (150,000)us-gaap_StockIssuedDuringPeriodSharesOther
/ us-gaap_StatementEquityComponentsAxis
= oxys_ConvertiblePreferredStockSeriesAMember		    183,000us-gaap_StockIssuedDuringPeriodSharesOther
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		    
Series B preferred stock and warrants issued for cash 0us-gaap_StockAndWarrantsIssuedDuringPeriodValuePreferredStockAndWarrants    0us-gaap_StockAndWarrantsIssuedDuringPeriodValuePreferredStockAndWarrants
/ us-gaap_StatementEquityComponentsAxis
= oxys_ConvertiblePreferredStockSeriesBMember		 95us-gaap_StockAndWarrantsIssuedDuringPeriodValuePreferredStockAndWarrants
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 (95)us-gaap_StockAndWarrantsIssuedDuringPeriodValuePreferredStockAndWarrants
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember		   
Series B preferred stock and warrants issued for cash, Shares      (130)oxys_StockAndWarrantsIssuedDuringPeriodSharesPreferredStockAndWarrants
/ us-gaap_StatementEquityComponentsAxis
= oxys_ConvertiblePreferredStockSeriesBMember		 236,364oxys_StockAndWarrantsIssuedDuringPeriodSharesPreferredStockAndWarrants
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		    
Common stock issued for cash and warrants 525,000oxys_StockIssuedDuringPeriodValueIssuedForCashAndWarrants    0oxys_StockIssuedDuringPeriodValueIssuedForCashAndWarrants
/ us-gaap_StatementEquityComponentsAxis
= oxys_ConvertiblePreferredStockSeriesBMember		    525,000oxys_StockIssuedDuringPeriodValueIssuedForCashAndWarrants
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember		   
Common stock issued for cash and warrants, Shares      525oxys_StockIssuedDuringPeriodSharesIssuedForCashAndWarrants
/ us-gaap_StatementEquityComponentsAxis
= oxys_ConvertiblePreferredStockSeriesBMember		      
Common stock issued for cash 29,700us-gaap_StockIssuedDuringPeriodValueIssuedForCash       17us-gaap_StockIssuedDuringPeriodValueIssuedForCash
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 29,683us-gaap_StockIssuedDuringPeriodValueIssuedForCash
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember		   
Common stock issued for cash, Shares         41,580us-gaap_StockIssuedDuringPeriodSharesIssuedForCash
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		    
Common stock issued upon conversion of convertible notes 625,913us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities       612us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 625,301us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember		   
Common stock issued upon conversion of convertible notes, Shares         1,529,734us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		    
Common stock issued for exercising options and warrants 4,370oxys_StockIssuedDuringPeriodValueStockWarrantsExercised       175oxys_StockIssuedDuringPeriodValueStockWarrantsExercised
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 4,195oxys_StockIssuedDuringPeriodValueStockWarrantsExercised
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember		   
Common stock issued for exercising options and warrants, Shares         436,945oxys_StockIssuedDuringPeriodSharesStockWarrantsExercised
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		    
Common stock issued for services 64,874us-gaap_StockIssuedDuringPeriodValueIssuedForServices       32us-gaap_StockIssuedDuringPeriodValueIssuedForServices
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 64,842us-gaap_StockIssuedDuringPeriodValueIssuedForServices
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember		   
Common stock issued for services, Shares 81,500us-gaap_StockIssuedDuringPeriodSharesIssuedForServices       81,500us-gaap_StockIssuedDuringPeriodSharesIssuedForServices
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		    
Common stock issued for conversion of rent                  
Common stock issued for conversion of rent, Shares               
Common stock issued in connection with lease extinguishment 66,750oxys_StockIssuedDuringPeriodValueConnectionLeaseExtinguishment       30oxys_StockIssuedDuringPeriodValueConnectionLeaseExtinguishment
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 66,720oxys_StockIssuedDuringPeriodValueConnectionLeaseExtinguishment
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember		   
Common stock issued in connection of lease extinguishment, Shares         75,000oxys_StockIssuedDuringPeriodShareConnectionLeaseExtinguishment
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		    
Stock based compensation expense 136,944us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationStockOptionsRequisiteServicePeriodRecognition          136,944us-gaap_AdjustmentsToAdditionalPaidInCapitalShareBasedCompensationStockOptionsRequisiteServicePeriodRecognition
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember		   
Beneficial conversion feature 951,423us-gaap_AdjustmentsToAdditionalPaidInCapitalConvertibleDebtWithConversionFeature          951,423us-gaap_AdjustmentsToAdditionalPaidInCapitalConvertibleDebtWithConversionFeature
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember		   
Deferred loan costs             
Net loss (2,753,560)us-gaap_NetIncomeLoss             (2,753,560)us-gaap_NetIncomeLoss
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedDeficitDuringDevelopmentStageMember
Ending Balance at Dec. 31, 2014 $ 1,074,788us-gaap_StockholdersEquity $ 296us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= oxys_ConvertiblePreferredStockSeriesAMember		    $ 11,377us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		 $ 19,104,322us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AdditionalPaidInCapitalMember		 $ (18,041,208)us-gaap_StockholdersEquity
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_AccumulatedDeficitDuringDevelopmentStageMember
Ending Balance, Shares at Dec. 31, 2014   593,750us-gaap_SharesOutstanding
/ us-gaap_StatementEquityComponentsAxis
= oxys_ConvertiblePreferredStockSeriesAMember		 1,145us-gaap_SharesOutstanding
/ us-gaap_StatementEquityComponentsAxis
= oxys_ConvertiblePreferredStockSeriesBMember		 28,438,430us-gaap_SharesOutstanding
/ us-gaap_StatementEquityComponentsAxis
= us-gaap_CommonStockMember		    
XML 88 R10.htm IDEA: XBRL DOCUMENT v2.4.1.9
Shareholders' Equity
 12 Months Ended
Dec. 31, 2014
Shareholders' Equity [Abstract]  
SHAREHOLDERS' EQUITY

NOTE 4 - SHAREHOLDERS’ EQUITY

 

Preferred Shares Rights

 

We have 25,000,000 shares of preferred stock authorized, par value $0.0005 per share.

 

Series A Convertible Preferred Stock: As of December 31, 2014, the Company had authorized the issuance of 3,143,237 shares of preferred stock designated as Series A Convertible Preferred Stock (“Series A Preferred”). The original issue price of the Series A Preferred is $1.00 per share. There were 593,750 and 743,750 Series A Preferred shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively.

 

During the year ended December 31, 2014 approximately 150,000 shares of the Series A Preferred have been converted into approximately 183,000 shares of our common stock in cashless conversions at a conversion ratio of 1.22:1.

 

A summary of the designations and preferences of its Series A Preferred stock is as follows:

 

Ranking – The Series A Preferred ranks senior to common stock.

 

Dividends – Series A Preferred may be entitled to receive a quarterly non-cumulative dividend in the amount of $.01 per share upon approval from the Board of Directors.

 

Liquidation Preference – In the event of any liquidation, dissolution, or winding up of the Company, the holders of Series A Preferred are entitled to receive 100% of the original issue price of $1.00 per share.

 

Conversion Rights – Each share of Series A Preferred is convertible at any time, at the option of the holder into 1.22 shares of common stock, subject to adjustment. Series A Preferred are subject to automatic conversion upon consummation of underwritten offering by the Company of shares of common stock to the public, in which the aggregate cash proceeds are at least $3 million and the price paid per share is at least $5.00.

 

Redemption Rights – All of the Series A Preferred may be called at any time by the Company within ten years, but not prior to two years after issuance. The redemption value is $1.00 per share, plus an amount equal to all unpaid dividends thereon.

 

Voting Rights – The holder of each share of Series A Preferred has the right to one vote for each share of common stock into which such share of Series A Preferred could be converted.

 

Series B Convertible Preferred Stock: On December 19, 2013, the Company’s Board of Directors authorized the issuance of 750 shares of preferred stock designated as Series B Convertible Preferred Stock (“Series B Preferred”). On December 23, 2014 we further increased the authorized shares of the Series B Preferred to 3,500 shares. The original issue price of the Series B Preferred is $1,000 per share. There were 1,145 and 750 Series B Preferred shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively.

 

During the year ended December 31, 2014 we issued 525 shares of the Series B Preferred and 130 shares of Series B Preferred were converted into 236,364 shares of common stock.

 

A summary of the designations and preferences of its Series B Preferred stock is as follows:

 

Ranking – The Series B Preferred ranks senior to Series A Preferred and common stock.

 

Dividends – Series B Preferred accrues an annual dividend of 6 percent payable at the option of the Company, in cash, or in duly authorized, validly issued, fully paid and non-assessable shares of common stock.

 

Liquidation Preference – In the event of any liquidation, dissolution, or winding up of the Company, the holders of Series B Preferred are entitled to receive 100% of the original issue price of $1,000 per share, plus any accrued and unpaid dividends thereon and any other fees or liquidated damages then due and owing.

 

Conversion Rights – The conversion price for the Series B Preferred is equal to $0.55 per share of common stock.

 

Redemption Rights – The Company has no right to require holders of Series B Preferred to surrender their Series B Preferred for redemption.

 

Voting Rights – The holder of each share of Series B Preferred has the right to one vote for each share of common stock into which such share of Series B Preferred could be converted.

  

Common Stock

 

The Company has authorized 100,000,000 shares of $0.0004 par value common stock.

 

During the year ended December 31, 2014:

 

(1) We issued 183,000 shares of common stock pursuant to the cashless conversion of 150,000 shares of Series A Preferred.
(2) We issued 236,364 shares of common stock pursuant to the cashless conversion of 130 shares of Series B Preferred.
(3) We issued 41,580 shares of common stock for $29,700 in cash.
(4) We issued 1,529,734 shares of common stock upon the cashless conversion of convertible notes valued at $625,913.
(5) We issued 436,945 shares of common stock upon conversion of options and warrants valued at $4,370.
(6) We issued 81,500 shares of common stock for services valued at $64,875.
(7) We issued 75,000 shares of common stock valued at $66,750 in connection with a lease extinguishment.
(8) As further discussed under Note 6 – Stock Options and Warrants, we recorded $136,944 for the computed fair value of options issued to employees, non-employee directors, and consultants, net of cancellations and forfeitures.
(9) We recorded $951,423 in connection with beneficial conversion features.

 

During the year ended December 31, 2013:

 

(1) We issued approximately 482,934 shares of common stock pursuant to the conversion of convertible notes valued at $462,448 in cash at an aggregate price of $.96 per share.
(2) We issued approximately 670,947 shares of common stock for $347,364 in cash at an aggregate price of $.52 per share.
(3) We issued approximately 435,000 shares of common stock and warrants for $216,800 in cash at an aggregate price of $.50 per unit.
(4) We received proceeds of approximately $4,388 from the issuance of 438,888 shares of common stock pursuant to the exercise of 438,888 warrants.
(5) We issued approximately 322,000 shares of common stock for services valued at $257,837 at an aggregate price of $.80 per share.
(6) We issued 644,347 shares of common stock for conversion of rent valued at approximately $423,413.
(7) We issued approximately 220,013 shares of common stock in connection with deferred rent valued at approximately $162,810 at an aggregate price of $.66 per share.
(8) We issued approximately 132,000 shares valued at $114,180 in connection with capitalized website development costs and URLs.
(9) We issued 91,500 shares of common stock pursuant to the cashless conversion of 75,000 shares of our Series A Preferred at a conversion ratio of 1.22:1.
(10) As further discussed under Note 6 – Stock Options and Warrants, we recorded $61,480 for the computed fair value of options issued to employees, non-employee directors, and consultants, net of cancellations and forfeitures.
(11) As further discussed under Note 6 – Stock Options and Warrants, we recorded $0 for the computed fair value of warrants issued for services.
(12) As further discussed under Note 6 – Stock Options and Warrants, we recorded $317,609 in connection for beneficial conversion features.
(13) As further discussed under Note 6 – Stock Options and Warrants, we recorded $48,012 for deferred loan costs.

  

As of December 31, 2014 and 2013 we had 28,438,430 and 25,854,307 shares respectively, of common stock issued and outstanding.
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Related Party Transactions (Details) (USD $)
 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Summary of related party financings and notes    
Stated interest rate   12.34%us-gaap_DebtInstrumentInterestRateEffectivePercentage
Julian Ross [Member]    
Summary of related party financings and notes    
Amount $ 154,850us-gaap_NotesPayableRelatedPartiesClassifiedCurrent
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[1] Our CEO, Mr. Ross provided us cash and other consideration from time to time to fund to fund working capital. The net amounts outstanding to Mr. Ross were $154,850 and $118,627 as at December 31, 2014 and December 31, 2013, respectively.
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Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2014
Income Taxes [Abstract]  
Summary of components of net deferred tax assets including valuation allowance

Deferred Tax Assets As of 
December 31, 2014		  As of December 31, 2013 
Net operating loss carry-forwards $5,150,797  $4,129,735 
         
Net deferred tax assets before valuation allowance $5,588,365  $4,733,483 
Less: Valuation Allowance $(5,588,365) $(4,733,483)
Net deferred tax assets  --   -- 
 
Schedule of reconciliation of income tax rate to pre-tax loss

  As of December 31, 2014  As of 
December 31, 2013		 
Statutory federal income tax  34%  34%
Statutory state income tax  (0.22%)  (0.92%)
Change in valuation allowance on deferred tax assets  (33.51%)  (33.69%)
Net effective tax rate  (0.27%)  (0.61%)
 
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Dec. 31, 2014
Dec. 31, 2013
Summary of carrying values of amortized acquired intangible assets    
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Concentration of Risk in Customer and Supplier Relationships
 12 Months Ended
Dec. 31, 2014
Concentration of Risk in Customer and Supplier Relationships [Abstract]  
CONCENTRATION OF RISK IN CUSTOMER AND SUPPLIER RELATIONSHIPS

NOTE 14 – CONCENTRATION OF RISK IN CUSTOMER AND SUPPLIER RELATIONSHIPS

 

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. At times, cash account balances may be in excess of the amounts insured by the Federal Deposit Insurance Corporation (FDIC). However, management believes the risk of loss to be minimal. The Company performs periodic evaluations of the relative credit standing of these institutions and has not experienced any losses on its cash and cash equivalents and short-term investments to date.

 

The relative magnitude and the mix of revenue from our largest customers have varied significantly from quarter to quarter. During the twelve months ended December 31, 2014 and 2013, the following customers have accounted for significant revenues, varying by period, to our company: Knight Aerospace, Inc., and PP Aviation Corporation. For the twelve months ended December 31, 2014 and 2013, the percentages of revenues from our largest two customers are as follows:

 

  Year Ended
December 31,		 
  2014  2013 
       
Knight Aerospace, Inc.  58%  35%
PP Aviation Corporation  19%  28%

 

Over time, as we work to add additional distributors to our network and to grow our distribution business, we anticipate the relative significance to our revenue of any particular customer or distributor will decline.