þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Nevada | 90-0031917 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
June 30, | December 31, | |||||||
2011 | 2010 | |||||||
(Unaudited) | (Audited) | |||||||
Assets |
||||||||
Current Assets |
||||||||
Cash and cash equivalents |
$ | 14,390,120 | $ | 8,086,200 | ||||
Prepaid expenses and other current assets |
93,665 | | ||||||
Total Current Assets |
14,483,785 | 8,086,200 | ||||||
Equipment and furnishings, less accumulated depreciation of $413,219 and $409,442 |
23,690 | 21,320 | ||||||
Patents, net of amortization of $5,782,817 and $5,447,257, respectively |
5,932,628 | 6,268,188 | ||||||
Other assets |
27,000 | 27,000 | ||||||
$ | 20,467,103 | $ | 14,402,708 | |||||
Liabilities and Stockholders Equity |
||||||||
Current Liabilities |
||||||||
Accounts payable trade |
$ | 373,043 | $ | 418,477 | ||||
Accrued compensation and payroll taxes |
168,537 | 781,262 | ||||||
Accrued consulting expense |
71,000 | 110,000 | ||||||
Other accrued expenses |
40,000 | 40,000 | ||||||
Total Current Liabilities |
652,580 | 1,349,739 | ||||||
Warrant liability |
5,039,950 | 2,353,396 | ||||||
Total Liabilities |
5,692,530 | 3,703,135 | ||||||
Stockholders Equity |
||||||||
Preferred stock; par value $.001 per share; 25,000,000 shares
authorized; 4,218,332 and 5,389,998 shares issued and outstanding,
respectively, liquidation preference (in aggregate $3,227,973 and
$4,122,245, respectively) |
4,218 | 5,390 | ||||||
Common stock; par value $.001 per share; 150,000,000 authorized;
108,659,601 and 91,297,883 shares issued and outstanding, respectively |
108,660 | 91,298 | ||||||
Paid-in capital |
110,551,690 | 96,952,908 | ||||||
Deficit accumulated during the development stage |
(95,889,995 | ) | (86,350,023 | ) | ||||
Total Stockholders Equity |
14,774,573 | 10,699,573 | ||||||
$ | 20,467,103 | $ | 14,402,708 | |||||
1
Cumulative | ||||||||||||||||||||
Three Months | Six Months | Amounts from | ||||||||||||||||||
Ended | Ended | January 17, 2002 | ||||||||||||||||||
Three Months | June 30, 2010 | Six Months | June 30, 2010 | (Inception) | ||||||||||||||||
Ended | (As Restated | Ended | (As Restated | Through | ||||||||||||||||
June 30, 2011 | Note 8) | June 30, 2011 | Note 8) | June 30, 2011 | ||||||||||||||||
Revenues |
||||||||||||||||||||
OTC product revenue |
$ | | $ | | $ | | $ | | $ | 25,648 | ||||||||||
Medical device revenue |
| | | | 14,109 | |||||||||||||||
Total revenues |
| | 39,757 | |||||||||||||||||
Cost of sales |
| | | | 15,216 | |||||||||||||||
Gross profit |
| | | | 24,541 | |||||||||||||||
Operating expenses |
||||||||||||||||||||
Research and development |
2,007,368 | 2,130,349 | 3,529,472 | 2,923,283 | 32,814,970 | |||||||||||||||
General and
administrative |
3,203,814 | 3,223,699 | 5,707,485 | 5,131,052 | 51,270,486 | |||||||||||||||
Amortization |
167,780 | 167,780 | 335,560 | 335,560 | 5,782,817 | |||||||||||||||
Total operating loss |
(5,378,962 | ) | (5,521,828 | ) | (9,572,517 | ) | (8,389,895 | ) | (89,843,732 | ) | ||||||||||
Gain on sale of fixed assets |
| | | | 55,075 | |||||||||||||||
Loss on extinguishment of
debt |
| | | | (825,867 | ) | ||||||||||||||
Investment income |
213 | 268 | 369 | 318 | 650,712 | |||||||||||||||
Gain on change in fair
value of warrant liability |
843,271 | 2,137,746 | 32,176 | 1,502,747 | 2,171,821 | |||||||||||||||
Net interest expense |
| | | | (8,098,004 | ) | ||||||||||||||
Net loss |
(4,535,478 | ) | (3,383,814 | ) | (9,539,972 | ) | (6,886,830 | ) | $ | (95,889,995 | ) | |||||||||
Dividends on preferred stock |
(64,224 | ) | (2,244,392 | ) | (134,158 | ) | (10,216,635 | ) | ||||||||||||
Net loss applicable to
common shareholders |
$ | (4,599,702 | ) | $ | (5,628,206 | ) | $ | (9,674,130 | ) | $ | (17,103,465 | ) | ||||||||
Basic and diluted loss per
common share |
$ | (0.04 | ) | $ | (0.07 | ) | $ | (0.09 | ) | $ | (0.23 | ) | ||||||||
Weighted average number of
common shares outstanding
basic and diluted |
105,794,099 | 78,132,005 | 101,914,292 | 73,580,080 | ||||||||||||||||
2
Preferred Stock | Common Stock | |||||||||||||||||||||||||||
Number of | Number of | Paid in | Accumulated | |||||||||||||||||||||||||
Shares | Par Value | Shares | Par Value | capital | Deficit | Total | ||||||||||||||||||||||
Balance, at January 17, 2002 |
| $ | | | $ | | $ | | $ | | $ | | ||||||||||||||||
Issuance to founding shareholders |
| | 6,000,000 | 6,000 | (6,000 | ) | | | ||||||||||||||||||||
Sale of stock |
| | 50,000 | 50 | 24,950 | | 25,000 | |||||||||||||||||||||
Issuance of stock to employees |
| | 510,000 | 510 | 931,490 | | 932,000 | |||||||||||||||||||||
Issuance of stock for services |
| | 120,000 | 120 | 359,880 | | 360,000 | |||||||||||||||||||||
Net loss for the period from
January 17, 2002 (inception) to
April 23, 2002 (date of reverse
merger) |
| | | | | (1,316,198 | ) | (1,316,198 | ) | |||||||||||||||||||
Balance, at April 23, 2002 |
| $ | | 6,680,000 | $ | 6,680 | $ | 1,310,320 | $ | (1,316,198 | ) | $ | 802 | |||||||||||||||
Shares issued in reverse merger |
| | 265,763 | 266 | (3,911 | ) | | (3,645 | ) | |||||||||||||||||||
Issuance of stock for services |
| | 1,900,000 | 1,900 | 5,142,100 | | 5,144,000 | |||||||||||||||||||||
Purchase and retirement of stock |
| | (400,000 | ) | (400 | ) | (47,600 | ) | | (48,000 | ) | |||||||||||||||||
Stock issued for acquisition of
Valley Pharmaceuticals |
| | 500,007 | 500 | 12,225,820 | | 12,226,320 | |||||||||||||||||||||
Exercise of warrants |
| | 452,919 | 453 | | | 453 | |||||||||||||||||||||
Warrants issued in connection
with convertible debt |
| | | | 126,587 | | 126,587 | |||||||||||||||||||||
Stock and warrants issued for
acquisition of Pure-ific |
| | 25,000 | 25 | 26,975 | | 27,000 | |||||||||||||||||||||
Net loss for the period from
April 23, 2002 (date of
reverse merger) to December 31,2002 |
| | | | | (5,749,937 | ) | (5,749,937 | ) | |||||||||||||||||||
Balance, at December 31, 2002 |
| $ | | 9,423,689 | $ | 9,424 | $ | 18,780,291 | $ | (7,066,135 | ) | $ | 11,723,580 | |||||||||||||||
Issuance of stock for services |
| | 764,000 | 764 | 239,036 | | 239,800 | |||||||||||||||||||||
Issuance of warrants for services |
| | | | 145,479 | | 145,479 | |||||||||||||||||||||
Stock to be issued for services |
| | | | 281,500 | | 281,500 | |||||||||||||||||||||
Employee compensation from stock
options |
| | | | 34,659 | | 34,659 | |||||||||||||||||||||
Issuance of stock pursuant to
Regulation S |
| | 679,820 | 680 | 379,667 | | 380,347 | |||||||||||||||||||||
Beneficial conversion related to
convertible debt |
| | | | 601,000 | | 601,000 | |||||||||||||||||||||
Net loss for the year ended
December 31, 2003 |
| | | | | (3,155,313 | ) | (3,155,313 | ) | |||||||||||||||||||
Balance, at December 31, 2003 |
| $ | | 10,867,509 | $ | 10,868 | $ | 20,461,632 | $ | (10,221,448 | ) | $ | 10,251,052 | |||||||||||||||
Issuance of stock for services |
| | 733,872 | 734 | 449,190 | | 449,923 | |||||||||||||||||||||
Issuance of warrants for services |
| | | | 495,480 | | 495,480 | |||||||||||||||||||||
Exercise of warrants |
| | 132,608 | 133 | 4,867 | | 5,000 | |||||||||||||||||||||
Employee compensation from stock
options |
| | | | 15,612 | | 15,612 | |||||||||||||||||||||
Issuance of stock pursuant to
Regulation S |
| | 2,469,723 | 2,469 | 790,668 | | 793,137 | |||||||||||||||||||||
Issuance of stock and warrants
pursuant to Regulation D |
| | 1,930,164 | 1,930 | 1,286,930 | | 1,288,861 | |||||||||||||||||||||
Beneficial conversion related to
convertible debt |
| | | | 360,256 | | 360,256 | |||||||||||||||||||||
Issuance of convertible debt
with warrants |
| | | | 105,250 | | 105,250 | |||||||||||||||||||||
Repurchase of beneficial
conversion feature |
| | | | (258,345 | ) | | (258,345 | ) | |||||||||||||||||||
Net loss for the year ended
December 31, 2004 |
| | | | | (4,344,525 | ) | (4,344,525 | ) | |||||||||||||||||||
Balance, at December 31, 2004 |
| $ | | 16,133,876 | $ | 16,134 | $ | 23,711,540 | $ | (14,565,973 | ) | $ | 9,161,701 | |||||||||||||||
Issuance of stock for services |
| | 226,733 | 227 | 152,058 | | 152,285 | |||||||||||||||||||||
Issuance of stock for interest
payable |
| | 263,721 | 264 | 195,767 | | 196,031 | |||||||||||||||||||||
Issuance of warrants for services |
| | | | 1,534,405 | | 1,534,405 | |||||||||||||||||||||
Issuance of warrants for
contractual obligations |
| | | | 985,010 | | 985,010 | |||||||||||||||||||||
Exercise of warrants and stock
options |
| | 1,571,849 | 1,572 | 1,438,223 | | 1,439,795 | |||||||||||||||||||||
Employee compensation from stock
options |
| | | | 15,752 | | 15,752 | |||||||||||||||||||||
Issuance of stock and warrants
pursuant to Regulation D |
| | 6,221,257 | 6,221 | 6,506,955 | | 6,513,176 | |||||||||||||||||||||
Debt conversion to common stock |
| | 3,405,541 | 3,405 | 3,045,957 | | 3,049,362 | |||||||||||||||||||||
Issuance of warrants with
convertible debt |
| | | | 1,574,900 | | 1,574,900 | |||||||||||||||||||||
Beneficial conversion related to
convertible debt |
| | | | 1,633,176 | | 1,633,176 | |||||||||||||||||||||
Beneficial conversion related to
interest expense |
| | | | 39,529 | | 39,529 | |||||||||||||||||||||
Repurchase of beneficial
conversion feature |
| | | | (144,128 | ) | | (144,128 | ) | |||||||||||||||||||
Net loss for the year ended 2005 |
| | | | | (11,763,853 | ) | (11,763,853 | ) | |||||||||||||||||||
Balance, at December 31, 2005 |
| $ | | 27,822,977 | $ | 27,823 | $ | 40,689,144 | $ | (26,329,826 | ) | $ | 14,387,141 | |||||||||||||||
Issuance of stock for services |
| | 719,246 | 719 | 676,024 | | 676,743 | |||||||||||||||||||||
Issuance of stock for interest
payable |
| | 194,327 | 195 | 183,401 | | 183,596 | |||||||||||||||||||||
Issuance of warrants for services |
| | | | 370,023 | | 370,023 | |||||||||||||||||||||
Exercise of warrants and stock
options |
| | 1,245,809 | 1,246 | 1,188,570 | | 1,189,816 | |||||||||||||||||||||
Employee compensation from stock
options |
| | | | 1,862,456 | | 1,862,456 | |||||||||||||||||||||
Issuance of stock and warrants
pursuant to Regulation D |
| | 10,092,495 | 10,092 | 4,120,329 | | 4,130,421 | |||||||||||||||||||||
Debt conversion to common stock |
| | 2,377,512 | 2,377 | 1,573,959 | | 1,576,336 | |||||||||||||||||||||
Beneficial conversion related to
interest expense |
| | | | 16,447 | | 16,447 | |||||||||||||||||||||
Net loss for the year ended 2006 |
| | | | | (8,870,579 | ) | (8,870,579 | ) | |||||||||||||||||||
Balance, at December 31, 2006 |
| $ | | 42,452,366 | $ | 42,452 | $ | 50,680,353 | $ | (35,200,405 | ) | $ | 15,522,400 | |||||||||||||||
Issuance of stock for services |
| | 150,000 | 150 | 298,800 | | 298,950 | |||||||||||||||||||||
Issuance of stock for interest
payable |
| | 1,141 | 1 | 1,257 | | 1,258 | |||||||||||||||||||||
Issuance of warrants for services |
| | | | 472,635 | | 472,635 | |||||||||||||||||||||
Exercise of warrants and stock
options |
| | 3,928,957 | 3,929 | 3,981,712 | | 3,985,641 | |||||||||||||||||||||
Employee compensation from stock
options |
| | | | 2,340,619 | | 2,340,619 | |||||||||||||||||||||
Issuance of stock and warrants
pursuant to Regulation D |
| | 2,376,817 | 2,377 | 1,845,761 | | 1,848,138 | |||||||||||||||||||||
Debt conversion to common stock |
| | 490,000 | 490 | 367,010 | | 367,500 | |||||||||||||||||||||
Net loss for the year ended 2007 |
| | | | | (10,005,631 | ) | (10,005,631 | ) | |||||||||||||||||||
Balance, at December 31, 2007 |
| $ | | 49,399,281 | $ | 49,399 | $ | 59,988,147 | $ | (45,206,036 | ) | $ | 14,831,510 | |||||||||||||||
Issuance of stock for services |
| | 350,000 | 350 | 389,650 | | 390,000 | |||||||||||||||||||||
Issuance of warrants for services |
| | | | 517,820 | | 517,820 | |||||||||||||||||||||
Exercise of warrants and stock
options |
| | 3,267,795 | 3,268 | 2,636,443 | | 2,639,711 | |||||||||||||||||||||
Employee compensation from stock
options |
| | | | 1,946,066 | | 1,946,066 | |||||||||||||||||||||
Net loss for the year ended 2008 |
| | | | | (10,269,571 | ) | (10,269,571 | ) | |||||||||||||||||||
Balance, at December 31, 2008 |
| $ | | 53,017,076 | $ | 53,017 | $ | 65,478,126 | $ | (55,475,607 | ) | $ | 10,055,536 | |||||||||||||||
Issuance of stock for services |
| | 796,012 | 796 | 694,204 | | 695,000 | |||||||||||||||||||||
Issuance of warrants for services |
| | | | 1,064,210 | | 1,064,210 | |||||||||||||||||||||
Exercise of warrants and stock
options |
| | 3,480,485 | 3,480 | 2,520,973 | | 2,524,453 | |||||||||||||||||||||
Employee compensation from stock
options |
| | | | 870,937 | | 870,937 | |||||||||||||||||||||
Issuance of stock and warrants
pursuant to Regulation D |
10,116,653 | 10,117 | 6,508,571 | | 6,518,688 | |||||||||||||||||||||||
Net loss for the year ended 2009 |
| | | | | (12,322,314 | ) | (12,322,314 | ) | |||||||||||||||||||
Balance, at December 31, 2009 |
| $ | | 67,410,226 | $ | 67,410 | $ | 77,137,021 | $ | (67,797,921 | ) | $ | 9,406,510 | |||||||||||||||
Issuance of stock for services |
| | 776,250 | 776 | 855,837 | | 856,613 | |||||||||||||||||||||
Issuance of warrants for services |
| | | | 1,141,593 | | 1,141,593 | |||||||||||||||||||||
Exercise of warrants and stock
options |
| | 3,491,014 | 3,491 | 3,100,189 | | 3,103,680 | |||||||||||||||||||||
Issuance of common stock
pursuant to Regulation S |
| | 559,000 | 559 | 418,691 | | 419,250 | |||||||||||||||||||||
Issuance of common stock and
warrants pursuant to Regulation
D |
| | 11,168,067 | 11,169 | 6,335,820 | | 6,346,989 | |||||||||||||||||||||
Issuance of preferred stock
pursuant to Regulation D |
13,283,324 | 13,283 | | | 4,204,107 | | 4,217,390 | |||||||||||||||||||||
Preferred stock conversions into common stock |
(7,893,326 | ) | (7,893 | ) | 7,893,326 | 7,893 | | | | |||||||||||||||||||
Employee compensation from stock
options |
| | | | 3,759,650 | | 3,759,650 | |||||||||||||||||||||
Net loss for the year ended 2010 |
| | | | | (18,552,102 | ) | (18,552,102 | ) | |||||||||||||||||||
Balance, at December 31, 2010 |
5,389,998 | $ | 5,390 | 91,297,883 | $ | 91,298 | $ | 96,952,908 | $ | (86,350,023 | ) | $ | 10,699,573 | |||||||||||||||
Issuance of stock for services |
| | 150,000 | 150 | 147,100 | | 147,250 | |||||||||||||||||||||
Issuance of warrants for services |
| | | | 389,172 | | 389,172 | |||||||||||||||||||||
Exercise of warrants and stock
options |
| | 6,485,522 | 6,485 | 6,304,724 | | 6,311,209 | |||||||||||||||||||||
Issuance of common stock and
warrants pursuant to Regulation
D |
| | 9,554,532 | 9,555 | 6,757,786 | | 6,767,341 | |||||||||||||||||||||
Preferred stock conversions into
common stock |
(1,171,666 | ) | (1,172 | ) | 1,171,664 | 1,172 | | | | |||||||||||||||||||
Net loss for the six months
ended June 30, 2011 |
| | | | | (9,539,972 | ) | (9,539,972 | ) | |||||||||||||||||||
Balance, at June 30, 2011 |
4,218,332 | $ | 4,218 | 108,659,601 | $ | 108,660 | $ | 110,551,690 | $ | (95,889,995 | ) | $ | 14,774,573 | |||||||||||||||
3
Six Months | Cumulative | |||||||||||
Ended | Amounts from | |||||||||||
Six Months | June 30, 2010 | January 17, 2002 | ||||||||||
Ended | (As Restated | (Inception) through | ||||||||||
June 30, 2011 | Note 8) | June 30, 2011 | ||||||||||
Cash Flows From Operating Activities |
||||||||||||
Net loss |
$ | (9,539,972 | ) | $ | (6,886,830 | ) | $ | (95,889,995 | ) | |||
Adjustments to reconcile net loss to net cash used in
operating activities |
||||||||||||
Depreciation |
3,777 | 4,689 | 436,220 | |||||||||
Amortization of patents |
335,560 | 335,560 | 5,782,817 | |||||||||
Amortization of original issue discount |
| | 3,845,721 | |||||||||
Amortization of commitment fee |
| | 310,866 | |||||||||
Amortization of prepaid consultant expense |
| | 1,295,226 | |||||||||
Amortization of deferred loan costs |
| | 2,261,584 | |||||||||
Accretion of United States Treasury Bills |
| | (373,295 | ) | ||||||||
Loss on extinguishment of debt |
| | 825,867 | |||||||||
Loss on exercise of warrants |
| | 236,146 | |||||||||
Beneficial conversion of convertible interest |
| | 55,976 | |||||||||
Convertible interest |
| | 389,950 | |||||||||
Compensation through issuance of stock options |
| 254,149 | 10,845,751 | |||||||||
Compensation through issuance of stock |
| | 932,000 | |||||||||
Issuance of stock for services |
147,250 | 508,113 | 8,411,511 | |||||||||
Issuance of warrants for services |
389,172 | 999,991 | 4,128,599 | |||||||||
Issuance of warrants for contractual obligations |
| | 985,010 | |||||||||
Gain on sale of equipment |
| | (55,075 | ) | ||||||||
Gain on change in fair value of warrant liability |
(32,176 | ) | (1,502,747 | ) | (2,171,821 | ) | ||||||
Change in assets and liabilities |
||||||||||||
Prepaid expenses and other current assets |
(93,665 | ) | (218,044 | ) | (93,665 | ) | ||||||
Accounts payable |
(45,434 | ) | (153,379 | ) | 369,398 | |||||||
Accrued expenses |
(651,725 | ) | 108,922 | 429,167 | ||||||||
Net cash used in operating activities |
(9,487,213 | ) | (6,549,576 | ) | (57,042,042 | ) | ||||||
Cash Flows From Investing Activities |
||||||||||||
Proceeds from sale of fixed assets |
| | 180,075 | |||||||||
Capital expenditures |
(6,147 | ) | | (74,035 | ) | |||||||
Proceeds from sales of investments |
| | 37,010,481 | |||||||||
Purchases of investments |
| | (36,637,186 | ) | ||||||||
Net cash (used in) provided by investing activities |
(6,147 | ) | | 479,335 | ||||||||
Cash Flows From Financing Activities |
||||||||||||
Net proceeds from loans from stockholder |
| | 174,000 | |||||||||
Proceeds from convertible debt |
| | 6,706,795 | |||||||||
Net proceeds from sales of preferred stock and warrants |
| 8,908,131 | 8,908,131 | |||||||||
Net proceeds from sales of common stock and warrants |
9,486,071 | 5,194,589 | 37,750,079 | |||||||||
Proceeds from exercises of warrants and stock options |
6,311,209 | 1,718,150 | 20,765,912 | |||||||||
Cash paid to retire convertible debt |
| | (2,385,959 | ) | ||||||||
Cash paid for deferred loan costs |
| | (747,612 | ) | ||||||||
Premium paid on extinguishments of debt |
| | (170,519 | ) | ||||||||
Purchase and retirement of common stock |
| | (48,000 | ) | ||||||||
Net cash provided by financing activities |
15,797,280 | 15,820,870 | 70,952,827 | |||||||||
4
Six Months | Cumulative | |||||||||||
Ended | Amounts from | |||||||||||
Six Months | June 30, 2010 | January 17, 2002 | ||||||||||
Ended | (As Restated | (Inception) through | ||||||||||
June 30, 2011 | Note 8) | June 30, 2011 | ||||||||||
Net change in cash and cash equivalents |
$ | 6,303,920 | $ | 9,271,294 | $ | 14,390,120 | ||||||
Cash and cash equivalents, at beginning of period |
$ | 8,086,200 | $ | 3,237,178 | $ | | ||||||
Cash and cash equivalents, at end of period |
$ | 14,390,120 | $ | 12,508,472 | $ | 14,390,120 | ||||||
5
6
7
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Derivative instruments: |
||||||||||||||||
Warrant liability at June 30, 2011 |
$ | 5,039,950 | $ | | $ | | $ | 5,039,950 | ||||||||
Warrant liability at December 31, 2010 |
$ | 2,353,396 | $ | | $ | | $ | 2,353,396 |
Balance at January 1, 2011 |
$ | 2,353,396 | ||
Issuance of warrants |
3,204,197 | |||
Net gain included in earnings |
(32,176 | ) | ||
Exercise of warrants |
(485,467 | ) | ||
Balance at June 30, 2011 |
$ | 5,039,950 | ||
8
As Previously Reported | Adjustments | As Restated | ||||||||||
Total operating loss |
$ | (5,521,828 | ) | $ | | $ | (5,521,828 | ) | ||||
Gain on change in fair value of warrant liability |
| 2,137,746 | 2,137,746 | |||||||||
Net loss |
(5,521,560 | ) | 2,137,746 | (3,383,814 | ) | |||||||
Dividends on preferred stock |
(2,590,033 | ) | 345,641 | (2,244,392 | ) | |||||||
Net loss applicable to common shareholders |
(8,111,593 | ) | 2,483,387 | (5,628,206 | ) | |||||||
Basic and diluted loss per common share |
(0.10 | ) | (0.07 | ) |
As Previously Reported | Adjustments | As Restated | ||||||||||
Total operating loss |
$ | (8,389,895 | ) | $ | | $ | (8,389,895 | ) | ||||
Gain on change in fair value of warrant liability |
| 1,502,747 | 1,502,747 | |||||||||
Net loss |
(8,389,577 | ) | 1,502,747 | (6,886,830 | ) | |||||||
Dividends on preferred stock |
(10,947,617 | ) | 730,982 | (10,216,635 | ) | |||||||
Net loss applicable to common shareholders |
(19,337,194 | ) | 2,233,729 | (17,103,465 | ) | |||||||
Basic and diluted loss per common share |
(0.26 | ) | (0.23 | ) |
9
ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
10
| our ability to license our dermatology drug product candidate, PH-10, on the basis of our Phase 2 atopic dermatitis and psoriasis results, which are in the process of being further developed; |
11
| our determination, based on guidance of the FDA, whether to proceed with or without a partner with a Phase 3 trial of PV-10 to treat metastatic melanoma and the costs associated with such a trial; | |
| our determination whether to license our metastatic melanoma drug product candidate, and other solid tumors such as liver cancer, PV-10, if such licensure is appropriate considering the timing and structure of such a license, or to commercialize PV-10 on our own to treat metastatic melanoma and other solid tumors such as liver cancer; and | |
| our ability to raise additional capital if we determine to commercialize PV-10 on our own. |
12
Exhibit | ||
No. | Description | |
31.1
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) (Section 302 Certification). | |
31.2
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) (Section 302 Certification). | |
32
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 (Section 906 Certification). | |
101
|
Interactive Data Files.* |
13
PROVECTUS PHARMACEUTICALS, INC. |
||||
August 9, 2011 | By: | /s/ Peter R. Culpepper | ||
Peter R. Culpepper | ||||
Chief Financial Officer and Chief Operating Officer | ||||
14
Exhibit | ||
No. | Description | |
31.1
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) (Section 302 Certification). | |
31.2
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) (Section 302 Certification). | |
32
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 (Section 906 Certification). | |
101
|
Interactive Data Files. |
1. | I have reviewed this Quarterly Report on Form 10-Q of Provectus Pharmaceuticals, Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(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 registrants 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; | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants 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 registrants internal control over financial reporting. |
Date: August 9, 2011 | By: | /s/ H. Craig Dees | ||
H. Craig Dees, Ph.D. | ||||
Chief Executive Officer |
1. | I have reviewed this Quarterly Report on Form 10-Q of Provectus Pharmaceuticals, Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
(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 registrants 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; | ||
(d) | Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants 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 registrants internal control over financial reporting. |
Date: August 9, 2011 | By: | /s/ Peter R. Culpepper | ||
Peter R. Culpepper | ||||
Chief Financial Officer Chief Operating Officer |
||||
By: | /s/ H. Craig Dees | |||
H. Craig Dees, Ph.D. | ||||
Chief Executive Officer | ||||
By: | /s/ Peter R. Culpepper | |||
Peter R. Culpepper | ||||
Chief Financial Officer Chief Operating Officer |
||||
Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
|
Jun. 30, 2011
|
Dec. 31, 2010
|
---|---|---|
Current Assets | Â | Â |
Accumulated depreciation on equipment and furnishings | $ 413,219 | $ 409,442 |
Amortization on patents | 5,782,817 | 5,447,257 |
Stockholders' Equity | Â | Â |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 4,218,332 | 5,389,998 |
Preferred stock, shares outstanding | 4,218,332 | 5,389,998 |
Aggregate liquidation preference | $ 3,227,973 | $ 4,122,245 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 108,659,601 | 91,297,883 |
Common stock, shares outstanding | 108,659,601 | 91,297,883 |
Condensed Consolidated Statements of Operations (Unaudited) (USD $)
|
3 Months Ended | 6 Months Ended | 115 Months Ended | ||
---|---|---|---|---|---|
Jun. 30, 2011
|
Jun. 30, 2010
|
Jun. 30, 2011
|
Jun. 30, 2010
|
Jun. 30, 2011
|
|
Revenues | Â | Â | Â | Â | Â |
OTC product revenue | Â | Â | Â | Â | $ 25,648 |
Medical device revenue | Â | Â | Â | Â | 14,109 |
Total revenues | Â | Â | Â | Â | 39,757 |
Cost of sales | Â | Â | Â | Â | 15,216 |
Gross profit | Â | Â | Â | Â | 24,541 |
Operating expenses | Â | Â | Â | Â | Â |
Research and development | 2,007,368 | 2,130,349 | 3,529,472 | 2,923,283 | 32,814,970 |
General and administrative | 3,203,814 | 3,223,699 | 5,707,485 | 5,131,052 | 51,270,486 |
Amortization | 167,780 | 167,780 | 335,560 | 335,560 | 5,782,817 |
Total operating loss | (5,378,962) | (5,521,828) | (9,572,517) | (8,389,895) | (89,843,732) |
Gain on sale of fixed assets | Â | Â | Â | Â | 55,075 |
Loss on extinguishment of debt | Â | Â | Â | Â | (825,867) |
Investment income | 213 | 268 | 369 | 318 | 650,712 |
Gain on change in fair value of warrant liability | 843,271 | 2,137,746 | 32,176 | 1,502,747 | 2,171,821 |
Net interest expense | Â | Â | Â | Â | (8,098,004) |
Net loss | (4,535,478) | (3,383,814) | (9,539,972) | (6,886,830) | (95,889,995) |
Dividends on preferred stock | (64,224) | (2,244,392) | (134,158) | (10,216,635) | Â |
Net loss applicable to common shareholders | $ (4,599,702) | $ (5,628,206) | $ (9,674,130) | $ (17,103,465) | Â |
Basic and diluted loss per common share | $ (0.04) | $ (0.07) | $ (0.09) | $ (0.23) | Â |
Weighted average number of common shares outstanding - basic and diluted | 105,794,099 | 78,132,005 | 101,914,292 | 73,580,080 | Â |
Document and Entity Information (USD $)
|
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2011
|
Jul. 18, 2011
|
Jun. 30, 2010
|
|
Entity Registrant Name | PROVECTUS PHARMACEUTICALS INC | Â | Â |
Entity Central Index Key | 0000315545 | Â | Â |
Document Type | 10-Q | Â | Â |
Document Period End Date | Jun. 30, 2011 | Â | Â |
Amendment Flag | false | Â | Â |
Document Fiscal Period Focus | Q2 | Â | Â |
Document Fiscal Year Focus | 2011 | Â | Â |
Current Fiscal Year End Date | --12-31 | Â | Â |
Entity Well-known Seasoned Issuer | No | Â | Â |
Entity Voluntary Filers | No | Â | Â |
Entity Current Reporting Status | Yes | Â | Â |
Entity Filer Category | Accelerated Filer | Â | Â |
Entity Public Float | Â | Â | $ 79,391,581.80 |
Entity Common Stock, Shares Outstanding | Â | 108,659,601 | Â |
8% convertible preferred stock
|
 |  |  |
Entity Common Stock, Shares Outstanding | Â | 4,293,332 | Â |
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Related Party Transaction
|
6 Months Ended |
---|---|
Jun. 30, 2011
|
|
Related Party Transaction [Abstract] | Â |
Related Party Transaction |
6. Related Party Transaction
The Company paid one non-employee member of the board $90,000 for consulting services
performed as of June 30, 2011. The Company paid another non-employee member of the board $12,000
for consulting services performed as of June 30, 2011.
|
Recapitalization and Merger
|
6 Months Ended |
---|---|
Jun. 30, 2011
|
|
Recapitalization and Merger [Abstract] | Â |
Recapitalization and Merger |
2. Recapitalization and Merger
Provectus Pharmaceuticals, Inc., formerly known as “Provectus Pharmaceutical, Inc.” and “SPM Group,
Inc.,” was incorporated under Colorado law on May 1, 1978. SPM Group ceased operations in 1991,
and became a development-stage company effective January 1, 1992, with the new corporate purpose of
seeking out acquisitions of properties, businesses, or merger candidates, without limitation as to
the nature of the business operations or geographic location of the acquisition candidate.
On April 1, 2002, SPM Group changed its name to “Provectus Pharmaceutical, Inc.” and reincorporated
in Nevada in preparation for a transaction with Provectus Pharmaceuticals, Inc., a privately-held
Tennessee corporation (“PPI”). On April 23, 2002, an Agreement and Plan of Reorganization between
Provectus Pharmaceutical and PPI was approved by the written consent of a majority of the
outstanding shares of Provectus Pharmaceutical. As a result, Provectus Pharmaceuticals, Inc.
issued 6,680,000 shares of common stock in exchange for all of the issued and outstanding shares of
PPI. As part of the acquisition, Provectus Pharmaceutical changed its name to “Provectus
Pharmaceuticals, Inc.” and PPI became a wholly-owned subsidiary of Provectus. This transaction was
recorded as a recapitalization of PPI.
On November 19, 2002, the Company acquired Valley Pharmaceuticals, Inc., a privately-held Tennessee
corporation formerly known as Photogen, Inc., by merging PPI with and into Valley and naming the
surviving corporation “Xantech Pharmaceuticals, Inc.” Photogen, Inc. was separated from Photogen
Technologies, Inc. in a non-pro-rata split-off to some of its shareholders. The assets of
Photogen, Inc. consisted primarily of the equipment and intangibles related to its therapeutic
activity and were recorded at their fair value. The majority shareholders of Valley were also the
majority shareholders of Provectus. Valley had no revenues prior to the transaction with the
Company. By acquiring Valley, the Company acquired its intellectual property, including issued
U.S. patents and patentable inventions.
|
Restatement
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2011
|
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Restatements [Abstract] | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restatement |
8. Restatement
Restatement of June 30, 2010
The Company issued warrants to purchase 5,291,654 shares of the Company’s common stock in March
2010 and warrants to purchase 1,350,000 shares of the Company’s common stock in April 2010
(collectively, the “Warrants”). The Warrants have an exercise price of $1.00 per share and expire
five years after their issuance. The Warrants contain certain anti-dilution provisions pursuant to
which future issuances or deemed issuances of warrants, in certain circumstances as defined in the
agreement, without consideration or for consideration per share less than the applicable exercise
price in effect immediately prior to such issue, will result in the exercise price of the Warrants
being reduced to the consideration per share received by the Company for such deemed issue. The
Company originally classified the Warrants as equity in its 2010 quarterly filings.
The Company has determined that the Warrants should be classified as liabilities in accordance
with ASC 815 due to the anti-dilution provisions contained in the Warrants. The Company reflected
the necessary adjustment in the fourth quarter of 2010 and calculated the impact on its quarterly
reports on Form 10-Q for the quarterly periods ending March 31, June 30, and September 30, 2010.
The applicable line items on the Form 10-Q Consolidated Statements of Operations have been restated
below for the three and six month periods ending June 30, 2010.
The Company determined its quantitative valuation of the Warrants using a Monte-Carlo Simulation
model. Management of the Company believes that the Monte-Carlo Simulation model is appropriate
because it is a dynamic model, which accommodates variable inputs.
The impact of the application of ASC 815 on the affected line items of the Company’s quarterly
financial statement is set forth below:
* * * * *
Consolidated Statement of Operations
for the Three Months Ended June 30, 2010
Consolidated Statement of Operations
for the Six Months Ended June 30, 2010
|
Fair Value of Financial Instruments
|
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2011
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value of Financial Instruments [Abstract] | Â | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value of Financial Instruments |
7. Fair Value of Financial Instruments
The FASB’s authoritative guidance on fair value measurements establishes a framework for measuring
fair value, and expands disclosure about fair value measurements. This guidance enables the reader
of the financial statements to assess the inputs used to develop those measurements by establishing
a hierarchy for ranking the quality and reliability of the information used to determine fair
values. Under this guidance, assets and liabilities carried at fair value must be classified and
disclosed in one of the following three categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
In determining the appropriate levels, the Company performs a detailed analysis of the assets and
liabilities that are measured and reported on a fair value basis. At each reporting period, all
assets and liabilities for which the fair value measurement is based on significant unobservable
inputs are classified as Level 3. The fair value of derivative instruments is determined by
management with the assistance of an independent third party valuation specialist. The warrant
liability is a derivative instrument and is classified as Level 3. The Company used the
Monte-Carlo Simulation model to estimate the fair value of the warrants except for the Series B
Warrants. Significant assumptions used at March 31, 2011 for the 2010 warrants include a weighted
average term of 4.0 years, a 5% probability that the warrant exercise price would be reset,
volatility of 70.7% and a risk free interest rate of 2.24%. Significant assumptions used at June
30, 2011 for the 2010 warrants include a weighted average term of 3.7 years, a 5% probability that
the warrant exercise price would be reset, volatility of 67.7% and a risk free interest rate of
1.29%. Significant assumptions used at March 31, 2011 for the 2011 warrants include a weighted
average term of 4.8 years, a 5% probability that the warrant exercise price would be reset, a
volatility range between 70.65% and 70.67% and a risk free interest rate range between 1.99% and
2.24%. Significant assumptions used at June 30, 2011 for the 2011 warrants include a weighted
average term of 4.5 years, a 5% probability that the warrant exercise price would be reset, a
volatility of 67.7% and a risk free interest rate of 1.76%. For the Series B Warrants the
Black-Scholes method was used to estimate the fair value of the warrants resulting in a warrant
liability of $757,542 at March 31, 2011. There was no warrant liability for the Series B Warrants
at June 30, 2011 because they had all been exercised at June 30, 2011.
The warrant liability measured at fair value on a recurring basis is as follows:
A reconciliation of the warranty liability measured at fair value on a recurring basis with
the use of significant unobservable inputs (Level 3) from January 1, 2011 to June 30, 2011 follows:
|
Basic and Diluted Loss Per Common Share
|
6 Months Ended |
---|---|
Jun. 30, 2011
|
|
Basic and Diluted Loss Per Common Share [Abstract] | Â |
Basic and Diluted Loss Per Common Share |
3. Basic and Diluted Loss Per Common Share
Basic and diluted loss per common share is computed based on the weighted average number of common
shares outstanding. Loss per share excludes the impact of outstanding options and warrants and
convertible preferred stock as they are antidilutive. Potential common shares excluded from the
calculation at June 30, 2011 and 2010, respectively, relate to 24,348,302 and 28,170,564 from
warrants, 11,290,956 and 8,715,955 from options, and 4,218,332 and 13,283,324 from convertible
preferred shares. Included in the weighted average number of shares outstanding are 223,214 and
473,567 common shares committed to be issued but not outstanding at June 30, 2011 and 2010,
respectively.
|
Equity Transactions
|
6 Months Ended |
---|---|
Jun. 30, 2011
|
|
Equity Transactions [Abstract] | Â |
Equity Transactions |
4. Equity Transactions
(a) During the three months ended March 31, 2011, the Company issued 75,000 shares of
common stock to consultants in exchange for services. Consulting costs charged to operations were
$67,000. During the three months ended June 30, 2011, the Company issued 75,000 shares of common
stock to consultants in exchange for services. Consulting costs charged to operations were
$80,250.
(b) During the three months ended March 31, 2011, the Company issued 641,500 warrants to
consultants in exchange for services. Consulting costs charged to operations were $389,172.
During the three months ended March 31, 2011, 1,497,328 warrants were exercised for $1,400,001
resulting in 1,497,328 common shares being issued. 2,048,671 warrants were exercised in December
2010 and the corresponding cash of $1,915,509 was received in January 2011 and common shares of
2,048,671 were issued in January 2011. During the three months ended March 31, 2011, 193,333
warrants were forfeited. During the three months ended June 30, 2011, 2,322,857 warrants were
exercised for $2,171,801 resulting in 2,322,857 common shares being issued.
(c) In January 2011, we directed Lincoln Park Capital Fund, LLC to purchase
50,000 shares of our common stock for an aggregate purchase price of $44,665. The Company issued
2,233 common shares to Lincoln Park at a fair market value of $1,995 as commitment shares in
consideration for Lincoln Park to enter into the purchase agreement. In addition to the foregoing
investment, under the purchase agreement, we may, in our sole discretion, direct Lincoln Park to
purchase up to an additional $29,950,000 of our common stock over the 30-month term of the purchase
agreement at no less than $0.75 per share. However, under a securities purchase agreement that we
entered into in January 2011, we have agreed not to draw down on the Lincoln Park purchase
agreement until on or after November 16, 2011. On January 13, 2011, the Company and certain
investors entered into a securities purchase agreement, pursuant to which the Company agreed to
sell in a registered direct public offering an aggregate of 5,454,550 shares of its common stock
and warrants to purchase a total of 7,527,279 shares of its common stock to such investors for
aggregate gross proceeds of $5,100,004. The warrants consist of the following: Series A Warrants
to purchase up to 40% of the shares of common stock, Series B Warrants to purchase up to 70% of the
shares of common stock, and Series C Warrants to purchase up to 28% of the common stock. The
Series A Warrants and the Series C Warrants have an exercise price of $1.12 per share, subject to
adjustment, and expire five years after their issuance. The Series B Warrants have an exercise
price $0.935 per share, subject to adjustment, and expire 150 days after their issuance. The Series
C Warrants are only exercisable to the extent that the Series B Warrants are exercised and only in
the same percentage that the Series B Warrants are exercised. At March 31, 2011, 1,497,328 of the
Series B Warrants were exercised resulting in 598,931 of the Series C Warrants becoming
exercisable. The Series A Warrants and Series C Warrants contain additional anti-dilution
provisions such that, subject to customary exceptions, in the event of an issuance or deemed
issuance by the Company of common stock or securities convertible into common stock at a price per
share less than the then applicable exercise price, the then applicable exercise price will be
reduced to the new issuance price. The Company determined that these warrants should be classified
as liabilities in accordance with Financial Accounting Standards Board Accounting Standards
Codification 815-40-15-5 (“ ASC 815 “), “Determining Whether an Instrument (or Embedded
Feature) Is Indexed to an Entity’s Own Stock”, because the warrants in question contain exercise
price reset features that require the exercise price of the warrants be adjusted if the Company
issues certain other equity related instruments at a lower price per share. The value of the
warrant liability was determined based on the Monte-Carlo Simulation model at the date the warrants
were issued. The Series B Warrants do not contain exercise reset provisions. However, the Series
B Warrants required the Company to deliver registered shares of common stock and if the Company was
not in a position to do so when the shares are exercised, it is assumed they would have to settle
the shares in cash. As a result, the Series B Warrants were recorded as a liability in accordance
with ASC 815 and recorded at fair value on the date of issuance using a Black-Scholes option
pricing model. The warrant liability initially recorded on January 13, 2011 for all three series
of warrants was $3,204,197. During the three months ended March 31, 2011, 1,497,328 of the Series
B Warrants were exercised. The Company determined the fair value of the warrants exercised on the
date of exercise and adjusted
the related warrant liability for this amount, resulting in a gain of
$188,509. The adjusted fair value of the Series B Warrants exercised of $211,569 was reclassified
into additional paid-in capital. At March 31, 2011, the warrant liability for the remaining
warrants was revalued resulting in a loss on change in fair value of warrant liability of $10,306.
During the three months ended June 30, 2011, the remainder of the Series B Warrants were exercised
which was a total of 2,320,857. The Company determined the fair value of the warrants exercised on
the date of exercise and adjusted the related warrant liability for this amount, resulting in a
gain of $272,077. The adjusted fair value of the Series B Warrants exercised of $273,898 was
reclassified into additional paid-in capital. At June 30, 2011, the warrant liability for the
remaining warrants was revalued resulting in a gain on change in fair value of warrant liability of
$138,995.
On April 20, 2011, the Company completed a private offering of common stock and warrants to
accredited investors for gross proceeds of $4,615,300. The Company accepted subscriptions, in the
aggregate, for 4,120,803 shares of common stock, one year warrants to purchase 2,060,402 shares of
common stock, and five year warrants to purchase 2,060,402 shares of common stock. Investors
received one year warrants and five year warrants, in each case, to purchase up to 50% of the
number of shares purchased by the investors in the offering. The warrants have an exercise price of
$1.25 per share. The purchase price for each share of common stock together with the warrants was
$1.12. 223,214 of the 4,120,803 common shares sold were committed to be issued but not outstanding
at June 30, 2011. These shares were subsequently issued in July 2011. The Company intends to use
the proceeds, after deducting offering expenses estimated to be $25,000, for working capital and
other general corporate purposes. Network 1 Financial Securities, Inc. served as placement agent
for the offering. In connection with the offering, the Company issued five year warrants to
purchase 649,518 shares of common stock with an exercise price of $1.12 to Network 1 Financial
Securities, Inc., which represents 20% of the total number of shares of common stock sold to
investors solicited by Network 1 Financial Securities, Inc.
(d) The Company determined that the warrants issued in March and April, 2010 with the 8%
convertible preferred stock should be classified as liabilities in accordance with ASC 815 because
the warrants in question contain exercise price reset features that require the exercise price of
the warrants be adjusted if the Company issues certain other equity related instruments at a lower
price per share. The value of the warrant liability was determined based on the Monte-Carlo
Simulation model at the date the warrants were issued. The warrant liability is then revalued at
each subsequent quarter—end, including at March 31, 2011. At March 31, 2011 there was a loss
recognized from the revaluation of the warrant liability of $989,298. At June 30, 2011 there was a
gain recognized from the revaluation of the warrant liability of $432,199.
Dividends on the 8% Convertible Preferred Stock accrue at an annual rate of 8% of the original
issue price and are payable in either cash or common stock. If the dividend is paid in common
stock, the number of shares of common stock will equal the quotient of the amount of cash dividends
divided by the market price of the stock on the dividend payment date. The dividends are payable
quarterly on the 15th day after the quarter-end. The Company anticipates paying
the dividends in common stock. The Company has a deficit and, as a result, the dividends are
recorded against additional paid-in capital. In January 2011, the Company issued 82,169 shares of
common stock in dividends on preferred stock in lieu of cash dividends due as of January 15, 2011.
At March 31, 2011, the Company recognized dividends of $69,934 which are included in dividends on
preferred stock on the consolidated statement of operations. During the three months ended March
31, 2011 there were 500,001 shares of the Company’s redeemable preferred stock that converted into
499,999 shares of the Company’s common stock. In April 2011, the Company issued 67,991 shares of
common stock in dividends on preferred stock in lieu of cash dividends due as of April 15, 2011.
At June 30, 2011, the Company recognized dividends of $64,224 which are included in dividends on
preferred stock on the consolidated statement of operations. During the three months ended June
30, 2011 there were 671,665 shares of the Company’s redeemable preferred stock that converted into
671,665 shares of the Company’s common stock. In July 2011, the Company issued 63,043 shares of
common stock in dividends on preferred stock in lieu of cash dividends due as of July 15, 2011.
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