As filed with the Securities and Exchange Commission on January 22, 2016
Registration No. 333-193869
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-1
ON
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ITUS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 6794 | 11-2622630 |
| (State or other jurisdiction of incorporation or organization) | Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
12100 Wilshire Boulevard, Suite 1275
Los Angeles, CA 90025
Telephone: (310) 484-5200
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
Mr. Robert A. Berman
President and Chief Executive Officer
ITUS Corporation
12100 Wilshire Boulevard, Suite 1275
Los Angeles, CA 90025
Telephone: (310) 484-5200
(Address, including zip code, and telephone number,
1including area code, of agent for service)
Copies to:
Barry I. Grossman, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105
Telephone: (212) 370-1300
Fax Number: (212) 370-7889
Approximate date of proposed sale to public: As soon as practicable on or after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer [ ] | Accelerated filer [ ] |
| Non-accelerated filer [ ] | Smaller reporting company [x] |
| (Do not check if a smaller reporting company) |
|
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to Be Registered |
| Amount to Be Registered (1) |
|
| Proposed Maximum Offering Price per Share |
| Proposed Maximum Aggregate Offering Price |
| Amount of Registration Fee | |||
| Shares of common stock (2) |
| 1,736,006 | (2) |
| $ | (2) |
| $ | (2) |
| $ | (2) |
| Shares of common stock underlying warrants (3) |
| 325,400 | (3) |
| $ | (3) |
| $ | (3) |
| $ | (3) |
| Shares of common stock (4) |
| 100,800 | (4) |
| $ | (4) |
| $ | (4) |
| $ | (4) |
| Shares of common stock underlying Series A Convertible Preferred Stock (5) |
| 739,958 | (5) |
| $ | (5) |
| $ | (5) |
| $ | (5) |
| Shares of common stock underlying warrants (6) |
| 369,979 | (6) |
| $ | (6) |
| $ | (6) |
| $ | (6) |
| Total |
| 3,272,143 |
|
| $ |
|
| $ | - |
| $ | - |
| (1) | Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), the shares of common stock offered hereby also include such presently indeterminate number of shares of the registrant’s common stock as a result of stock splits, stock dividends or similar transactions. All share amounts listed in the table reflect the registrant’s one-for-twenty five reverse stock split. The share amounts listed in this table reflect the number of shares originally registered by the registrant and do not reflect any subsequent sales or the deregistration of any shares. | |
|
| (2) | Represents (a) 375,200 shares of common stock, par value $0.01 per share (“Common Stock”), of the registrant issued in its February 2011 private placement or issuable upon exercise of common stock purchase warrants issued in such private placement, (b) 330,116 shares of Common Stock issued upon conversion of $750,000 principal amount of 8% convertible debentures issued in the registrant’s September 2012 private placement plus accrued interest thereon, (c) 770,690 shares of Common Stock issuable upon conversion of $1,765,000 principal amount of 8% convertible debentures plus accrued interest thereon and exercise of common stock purchase warrants issued in the registrant’s January 2013 private placement, (d) 20,000 shares of Common Stock issuable upon exercise of common stock purchase warrants issued to ZQX Advisors LLC, and (e) 240,000 shares of Common Stock issued to Aspire Capital Fund, LLC. These shares were previously included in Registration Statement No. 333-188096 for which all filing fees were paid. |
|
| (3) | Represents the issuance by the registrant of (a) 320,000 shares of Common Stock upon the exercise of certain outstanding warrants (the “RD Warrants”) issued in the registrant’s registered direct offering that closed on July 15, 2014 (the “Registered Direct Offering”) off of its shelf registration statement on Form S-3 (Registration Statement No. 333-193869) and (b) 5,400 shares of Common Stock issuable upon the exercise of certain outstanding warrants (the “PA Warrants” and together with the RD Warrants, the “Warrants”) issued to the placement agent in the Registered Direct Offering. These shares were previously included in Registration Statement No. 333-193869 for which all filing fees were paid. |
|
| (4) | Represents shares of Common Stock being registered for resale that were issued to the selling stockholder on September 9, 2014 in connection with the conversion of the principal and all accrued but unpaid interest on a convertible debenture (the “Debt Conversion”) originally issued in a private placement on November 11, 2013 (the “November Private Placement”). These shares were previously included in Registration Statement No. 333-200804 for which all filing fees were paid. |
|
| (5) | Represents shares of Common Stock underlying shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) issued in connection with the Debt Conversion. These shares were previously included in Registration Statement No. 333-200804 for which all filing fees were paid. |
|
| (6) | Represents shares of Common Stock issuable upon the exercise of warrants (the “DC Warrants”) issued in the November Private Placement and amended in connection with the Debt Conversion. These shares were previously included in Registration Statement No. 333-193826 for which all filing fees were paid. |
Pursuant to Rule 429 under the Securities Act, the prospectus contained in this Post-Effective Amendment No. 2 to Form S-1 on Form S-3 (the “Registration Statement”) will be used as a combined prospectus in connection with this Registration Statement, Registration Statement No. 333-188096 (the “188096 Registration Statement”), Registration Statement No. 333-200804 (the “200804 Registration Statement”) and Registration Statement No. 333-193826 (the “193826 Registration Statement”). This Registration Statement constitutes Post-Effective Amendment No. 2 to this Registration Statement, Post-Effective Amendment No. 3 to Form S-1 on Form S-3 to the 188096 Registration Statement, Post-Effective Amendment No. 1 to Form S-1 on Form S-3 to the 200804 Registration Statement and Post-Effective Amendment No. 2 to Form S-1 on Form S-3 to the 193826 Registration Statement.
Each of Post-Effective Amendment No. 3 to Form S-1 on Form S-3 to the 188096 Registration Statement, Post-Effective Amendment No. 1 to Form S-1 on Form S-3 to the 200804 Registration Statement and Post-Effective Amendment No. 2 to Form S-1 on Form S-3 to the 193826 Registration Statement will become effective concurrently with the effectiveness of this Registration Statement in accordance with Section 8(c) of the Securities Act.
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a) may determine.
i
EXPLANATORY NOTE
Pursuant to Rule 429 under the Securities Act, the prospectus included in this Registration Statement is a combined prospectus relating to:
i. the issuance by the registrant of 309,400 shares of Common Stock upon exercise of common stock purchase warrants issued to investors and the placement agent in connection with the registrant’s Registered Direct Offering, the issuance of such shares of Common Stock having been previously registered on this Registration Statement.
ii. the resale of 20,000 shares of Common Stock issuable upon exercise of common stock purchase warrants issued to ZQX Advisors, LLC in connection with a consulting agreement the registrant entered into with them in August 2009, the sale of such shares of Common Stock having been previously registered on the 188096 Registration Statement;
iii. the resale of 315,925 shares of Common Stock issued or issuable upon exercise of common stock purchase warrants that were originally issued to 10 accredited investors in the registrant’s February 2011 private placement, the sale of such shares of Common Stock having been previously registered on the 188096 Registration Statement;
iv. the resale of 330,118 shares of Common Stock issued upon conversion of $750,000 principal amount of 8% convertible debentures plus accrued interest thereon issued to five accredited investors in the registrant’s September 2012 private placement, the sale of such shares of Common Stock having been previously registered on the 188096 Registration Statement;
v. the resale of 757,813 shares of Common Stock issuable upon conversion of 8% convertible debentures plus accrued interest thereon and exercise of common stock purchase warrants originally issued to 20 accredited investors and the placement agent in the registrant’s January 2013 private placement, the sale of such shares of Common Stock having been previously registered on the 188096 Registration Statement;
vi. the resale of 57,724 shares of Common Stock issued to Aspire Capital Fund, LLC (“Aspire Capital”) pursuant to a common stock purchase agreement between the registrant and Aspire Capital which was terminated on April 23, 2015, the sale of such shares of Common Stock having been previously registered on the 188096 Registration Statement;
vii. the resale of 100,800 shares of Common Stock issued to Adaptive Capital, LLC (“Adaptive Capital”) in connection with the Debt Conversion, the sale of such shares of Common Stock having been previously registered on the 200804 Registration Statement;
viii. the resale of 739,958 shares of Common Stock underlying our Series A Preferred Stock issued to Adaptive Capital in connection with the Debt Conversion, the sale of such shares of Common Stock having been previously registered on the 200804 Registration Statement; and
ix. the resale of 369,979 shares of Common Stock issuable upon the exercise of DC Warrants which were issued to Adaptive Capital in the November Private Placement, the sale of such shares of Common Stock having been previously registered on the 193826 Registration Statement.
Additionally, in accordance with undertakings made by the registrant in the 188096 Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offerings, the registrant hereby removes from registration 444,800 shares of Common Stock previously issuable to Aspire Capital that remained unsold under the 188096 Registration Statement. The 188096 Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.
This Registration Statement, which is Post-Effective Amendment No. 2 to the Registration Statement, also constitutes Post-Effective Amendment No. 3 to the 188096 Registration Statement, Post-Effective Amendment No. 1 to the 200804 Registration Statement and Post-Effective Amendment No. 2 to the 193826 Registration Statement (collectively, the “Post-Effective Amendments”), and such Post-Effective Amendments shall hereafter become effective concurrently with the effectiveness of this Registration Statement and in accordance with Section 8(c) of the Securities Act.
ii
The information in this prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares our registration statement effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to Completion, dated January 22, 2016
Prospectus
ITUS CORPORATION
3,001,715 Shares of Common Stock
This prospectus relates to the issuance by ITUS Corporation (“we,” “us,” “our,” the “Company,” or “ITUS”) and/or the resale by certain selling stockholders of up to 3,001,715 shares of common stock, par value $0.01 per share, as follows:
· the issuance by the Company of 309,400 shares of common stock upon exercise of common stock purchase warrants (the “RD Warrants”) issued to the investors and the placement agent in our July 2014 registered direct offering (the “Registered Direct Offering”), the issuance of which were previously registered on this Registration Statement No. 333-193869 (this “Registration Statement”);
· the resale of 20,000 shares of common stock issuable upon exercise of common stock purchase warrants issued to ZQX Advisors, LLC (“ZQX”) in connection with a consulting agreement we entered into with them in August 2009 and previously registered on Registration Statement No. 333-188096 (the “188096 Registration Statement”);
· the resale of 315,925 shares of common stock issued or issuable upon exercise of common stock purchase warrants originally issued to 10 accredited investors in our February 2011 private placement and previously registered on the 188096 Registration Statement;
· the resale of 330,118 shares of common stock issued upon conversion of $750,000 principal amount of 8% convertible debentures plus accrued interest thereon issued to five accredited investors in our September 2012 private placement and previously registered on the 188096 Registration Statement;
· the resale of 757,813 shares of common stock issuable upon conversion of 8% convertible debentures plus accrued interest thereon and exercise of common stock purchase warrants originally issued to 20 accredited investors and the placement agent in our January 2013 private placement and previously registered on the 188096 Registration Statement;
· the resale of 57,724 shares of common stock issued to Aspire Capital Fund, LLC (“Aspire Capital”) pursuant to a common stock purchase agreement between the Company and Aspire Capital, dated April 23, 2013 and terminated on April 23, 2015 (the “Stock Purchase Agreement”) and previously registered on the 188096 Registration Statement;
· the resale of 100,800 shares of common stock issued to Adaptive Capital, LLC (“Adaptive Capital”) in connection with the conversion of a 6% convertible debenture (the “Debenture”) held by Adaptive Capital that was originally issued on November 11, 2013 in a private placement (the “November Private Placement”) and previously registered on Registration Statement No. 333-200804 (the “200804 Registration Statement”);
iii
· the resale of 739,958 shares of common stock issuable upon the conversion of 140 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) held by Adaptive Capital that was issued on September 9, 2014 in exchange for 15,978,943 shares of common stock that were issued to Adaptive Capital on September 9, 2014 in connection with the conversion of the Debenture held by Adaptive Capital that was originally issued in the November Private Placement and previously registered on the 200804 Registration Statement; and
· the resale of 369,979 shares of common stock issuable upon the exercise of warrants (the “DC Warrants”) which were issued to Adaptive Capital in the November Private Placement and previously registered on Registration Statement No. 333-193826 (the “193826 Registration Statement” and together with this Registration Statement, the 188096 Registration Statement and the 200804 Registration Statement, the “Selling Stockholder Registration Statements”).
This prospectus also relates to the deregistration of 560,000 shares of common stock previously issuable to Aspire Capital and registered by the Company on the 188096 Registration Statement that are no longer issuable to Aspire Capital. Such deregistration is being undertaken by the Company in accordance with undertakings made by the Company in the 188096 Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offerings.
We will not receive any proceeds from the resale of any of the shares of common stock being registered hereby sold by the selling stockholders. However, we may receive proceeds from the exercise of the warrants held by the selling stockholders exercised other than pursuant to any applicable cashless exercise provisions of the warrants. We will receive proceeds from our issuance of common stock upon exercise of the RD Warrants.
The number of shares available for re-sale under this prospectus may have changed since the Securities and Exchange Commission (the “SEC”) declared our Selling Stockholder Registration Statements effective. See “Selling Stockholders” beginning on page 17 for an updated list of the shares still available for sale under this prospectus to the extent that the Company is aware of any such changes.
Our common stock is listed on the Nasdaq Capital Market under the symbol “ITUS.” On January 19, 2016, the last reported sale price of our common stock on the Nasdaq Capital Market was $3.00 per share.
The selling stockholders may offer all or part of the shares for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. With regard only to the shares it sells for its own behalf, Aspire Capital and Adaptive Capital may each be an “underwriter” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”). The Company has paid all of the registration expenses incurred in connection with the registration of the shares. We will not pay any of the selling commissions, brokerage fees and related expenses.
Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 7 to read about factors you should consider before investing in shares of our common stock.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is _________, 2016.
You should rely only on the information contained in this prospectus. We have not authorized any other person to provide you with information different from or in addition to that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. Page 1 2 7 16 16 17 26 28 31 31 31 31 Disclosure of Commission Position of Indemnification For Securities Act Liabilities 32 In this prospectus, we rely on and refer to information and statistics regarding our industry. We obtained this statistical, market and other industry data and forecasts from publicly available information. While we believe that the statistical data, market data and other industry data and forecasts are reliable, we have not independently verified the data. CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS This prospectus contains forward looking statements that involve risks and uncertainties. All statements other than statements of historical fact contained in this prospectus, including statements regarding future events, our future financial performance, business strategy, and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology. Although we do not make forward looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk Factors” or elsewhere in this prospectus, which may cause our or our industry’s actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a highly regulated, very competitive, and rapidly changing environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short term and long term business operations, and financial needs. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this prospectus, and in particular, the risks discussed below and under the heading “Risk Factors” and those discussed in other documents we file with the SEC. The following discussion should be read in conjunction with the consolidated financial statements for the fiscal years ended October 31, 2015 and 2014 and notes incorporated by reference therein. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statement. You should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this prospectus. You should be aware that the occurrence of the events described in the section entitled “Risk Factors” and elsewhere in this prospectus could negatively affect our business, operating results, financial condition and stock price. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this prospectus to conform our statements to actual results or changed expectations. 1
This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in the common stock. You should carefully read the entire prospectus, including our “Risk Factors” and our public filings incorporated by reference hereto, before making an investment decision.
Unless otherwise indicated, all references in this prospectus to “dollars” or “$” refer to US dollars.
Business Overview
We were incorporated on November 5, 1982 under the laws of the State of Delaware. From inception through October 2012, our primary operations involved the development of patented technologies in the areas of thin-film displays and encryption. In October of 2012 under the leadership of a new management team, the Company undertook a transformation process to recapitalize the Company, unencumber the Company’s assets, seek reparations from a previous joint development partner, change the Company’s name and ticker symbol, relocate the Company’s headquarters and modernize its systems, and monetize patented technologies developed by the Company, or acquired from third parties. In July of 2015, the Company’s stock was accepted for listing and began trading on the NASDAQ Capital Market.
In June of 2015, the Company announced the formation of a new subsidiary, Anixa Diagnostics Corporation (“Anixa”), to develop non-invasive blood tests for the early detection of solid tumor based cancers. In July of 2015, Anixa entered into a collaborative research agreement with The Wistar Institute (“Wistar”), the nation’s first independent biomedical research institute and a leading National Cancer Institute designated cancer research center, for the purpose of validating Anixa’s cancer detection methodologies and establishing protocols for identifying certain biomarkers in the blood stream identified by Anixa and associated with solid tumors. In October of 2015, Anixa and Wistar announced very favorable results from initial testing of a small group of breast cancer patients and healthy controls. One hundred percent (100%) of the blood samples tested from breast cancer patients showed the presence of the biomarkers identified by Anixa, and none of the healthy patient blood samples contained the biomarkers. A more extensive clinical study is currently being conducted.
Based upon and following the results of the more extensive clinical study, Anixa will determine what further studies are necessary and whether and when to begin the process of seeking regulatory approval for a cancer screening test or tests utilizing Anixa’s technology. One manner of seeking regulatory approval is to have a lab certified to run the Anixa cancer screening tests pursuant to the Clinical Laboratory Improvement Act of 1988 (“CLIA”). Among other things, CLIA requires clinical laboratories that perform diagnostic testing to be certified by the state in which the lab is located, as well as the Center for Medicare and Medicaid Services. If Anixa seeks regulatory approval pursuant to CLIA, only those laboratories that are certified under CLIA to run the Anixa diagnostic test would be able to process test samples. CLIA certification may or may not require additional studies. Anixa could seek to establish its own CLIA certified laboratory to run the diagnostic tests, or Anixa could potentially contract with an existing CLIA certified lab, and seek to have that laboratory certified to run the Anixa diagnostic test.
Another manner of obtaining regulatory approval would be to seek to have an Anixa diagnostic test or tests approved by The Food and Drug Administration (“FDA”) pursuant to what are commonly referred to as either the 510(K) process, or the Premarket Application (“PMA”) process. The appropriate pathway for FDA approval would depend upon a variety of factors, including the intended use of the test, and the risks associated with such use. FDA approval can take several years and would entail additional clinical studies.
The decision of whether and when to seek CLIA certification or FDA approval of a diagnostic test or tests utilizing Anixa’s technology will be dependent on a variety of factors, including the results from Anixa’s more extensive clinical study, the capital requirements of each approval process, the landscape for competitive diagnostic testing, and the time and resources required by each approval process. It is possible that Anixa may seek to have one or more diagnostic tests approved via CLIA certification, and other diagnostic test or tests approved by the FDA, or that Anixa may seek simultaneous approval of a particular diagnostic test or tests.
2
Over the next several quarters, we expect Anixa to be the primary focus of the Company. As part of our legacy operations, the Company has outsourced a small development project in connection with one of the Company’s thin-film display technologies, and through certain of its subsidiary companies, the Company remains engaged in limited patent licensing activities in the areas of encryption and advanced materials. We do not expect these activities to be a significant part of the Company’s ongoing operations.
Over the past several quarters, our revenue has been derived from technology licensing and the sale of patented technologies, including in connection with the settlement of litigation. In addition to Anixa, the Company expects to make investments in and form new companies to develop additional emerging technologies.
Transactions with Selling Stockholders
August 2009 Transaction with ZQX
On August 20, 2009, we entered into an Engagement Letter with ZQX pursuant to which they were engaged to evaluate our E-Paper® electrophoretic intellectual property, which engagement was terminated by us on January 21, 2013. In connection with this engagement, we issued to ZQX 32,000 unregistered shares of our common stock together with warrants to purchase an additional 20,000 shares of our common stock in exchange for a 19.5% ownership interest in ZQX. Warrants to purchase 10,000 shares are exercisable at $9.25 per share and warrants to purchase the remaining 10,000 shares are exercisable at $13.88 per share. The warrants are currently exercisable and expire in August 2019.
February 2011 Private Placement
On February 8, 2011, we sold 280,000 shares of our common stock in a private placement to 10 accredited investors, including Denis A. Krusos, our former Chairman and Chief Executive Officer, Henry P. Herms, our Chief Financial Officer and then a director, Lewis H. Titterton, our Chairman of the Board of Directors but then a director, and George P. Larounis, a former director, at a price of $4.47 per share, for proceeds of $1,250,000. In conjunction with the sale of the common stock, we issued the investors warrants to purchase 280,000 shares of our common stock. Each warrant grants the holder the right to purchase one share of our common stock (or 280,000 shares of common stock in the aggregate) at the purchase price of $4.47 per share on or before February 8, 2016. Certain of the investors are officers and/or directors of the Company and the warrants issued to such persons included a “cashless exercise” provision.
September 2012 Private Placement
On September 12, 2012, we completed a private placement to five accredited investors, including Lewis H. Titterton, Jr., our Chairman of the Board of Directors and then Chief Executive Officer, and Bruce Johnson, a director, pursuant to which we sold $750,000 principal amount of 8% Convertible Debentures due 2016. These debentures mature on September 12, 2016, bear interest at the rate of 8% payable quarterly and are convertible into shares of our common stock at a price per share of $2.30. We may prepay these debentures at any time without penalty upon 30 days prior notice. In February 2013, $600,000 principal amount of these debentures were converted into 260,870 shares of our common stock and an additional 2,725 shares were issued in payment of accrued interest. In April 2013, the remaining $150,000 principal amount of these debentures were converted into 65,218 shares of our common stock and an additional 1,305 shares were issued in payment of accrued interest.
3
January 2013 Private Placement
On January 25, 2013, we completed a private placement to 20 accredited investors, including Robert A. Berman, our President, Chief Executive Officer and a director, Dr. Amit Kumar, then a consultant to the Company and director and now Vice Chairman of the Board of Directors and Chief Executive Officer of Anixa, and Bruce Johnson, a director, pursuant to which we sold $1,765,000 principal amount of 8% Convertible Debentures due 2015 (the “January 2013 Debentures”) at an exercise price of $3.75 per share and warrants (the “January 2013 Warrants”) to purchase 235,310 shares of common stock (the “January 2013 Warrant Shares”) at an exercise price of $7.50 per share. The January 2013 Debentures mature on January 25, 2015, bear interest at the rate of 8% payable quarterly and are convertible into shares (the “January 2013 Conversion Shares”) of our common stock at a price per share of $3.75. During June and July 2013, holders of $325,000 of principal of the January 2013 Debentures converted their holdings into an aggregate of 86,671 shares of common stock and an additional 805 shares of common stock were issued in payment of accrued interest. In April, July and October 2013, respectively, 4,715, 4,040 and 5,623 shares of our common stock were issued in payment of interest on the January 2013 Debentures.
If all of the January 2013 Debentures are converted, the Company would issue 267 shares of common stock for each $1,000 principal amount of the January 2013 Debentures or 470,691 shares of its common stock in the aggregate. For each $1,000 principal amount of the January 2013 Debentures, the Company issued a January 2013 Warrant to purchase 134 shares of common stock. Each January 2013 Warrant grants the holder the right to purchase the January 2013 Warrant Shares at the purchase price per share of $7.50 on or before January 25, 2016. If there is not an effective registration statement covering the January 2013 Warrant Shares at the time the warrants are exercised, the January 2013 Warrants may be exercised on a cashless basis.
In connection with the January 2013 offering we paid The Benchmark Company LLC, as placement agent, a cash placement fee of $41,400 (or 6% of the aggregate purchase price from the investors they introduced to us) and issued to them warrants to purchase 11,040 shares of common stock (or 6% of the aggregate number of shares underlying the January 2013 Debentures issued to the investors they introduced to us) upon the same terms as the January 2013 Warrants issued in the offering.
April 2013 Stock Purchase Agreement with Aspire Capital
On April 23, 2013, we entered into the Stock Purchase Agreement with Aspire Capital which provided that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital was committed to purchase up to an aggregate of $10 million of shares of our common stock over the two-year term of the agreement. In consideration for entering into the Stock Purchase Agreement, concurrently with the execution of the Stock Purchase Agreement, we issued to Aspire Capital 140,000 shares of our common stock, or the “Commitment Shares,” with a fair value of $700,000 as a commitment fee. Upon execution of the Stock Purchase Agreement, Aspire Capital purchased 100,000 shares of common stock, or the “Initial Purchase Shares” on April 23, 2013 for $500,000. During the period from July through September 2013, we sold an additional 115,200 shares of our common stock (the “Additional Shares”) to Aspire Capital for approximately $592,000. On April 23, 2015, the Stock Purchase Agreement was terminated.
November 2013 Private Placement and Subsequent Debt Conversion
On November 11, 2013, we entered into a subscription agreement with Adaptive Capital, an institutional investor, pursuant to which we issued a 6% convertible debenture with a principal amount of $3,500,000 and the DC Warrant to purchase 369,979 shares of common stock (the “Adaptive Warrant Shares”). The shares of common stock underlying the Debenture and the Adaptive Warrant Shares were subsequently registered by us pursuant to the 193826 Registration Statement which was declared effective on May 8, 2014. On September 9, 2014, we entered into a debt conversion agreement (the “Debt Conversion Agreement”) with Adaptive Capital pursuant to which we converted the Debenture issued in the November Private Placement into shares of our common stock and Series A Preferred Stock. Specifically, in consideration for the conversion of the outstanding principal and all accrued but unpaid interest on the Debenture, we issued to Adaptive Capital 739,958 shares of our common stock (the “Conversion Shares”), of which Adaptive Capital agreed to exchange 639,158 Conversion Shares into 140 shares of our Series A Preferred Stock. In addition, we agreed to amend the terms of the DC Warrant issued in the November Private Placement to decrease the exercise price from $9.46 to $7.75. The 140 shares of Series A Preferred Stock are convertible into up to 739,958 shares of our common stock. The conversion of the Series A Preferred Stock and the exercise of the DC Warrant are subject to certain beneficial ownership limitations.
For further information regarding the transactions with the aforementioned selling stockholders, see “Selling Stockholders.”
4
Issuance by the Company
July 2014 Registered Direct Offering
On February 11, 2014, we filed with the SEC the Registration Statement on Form S-3. The Registration Statement was declared effective by the SEC on April 25, 2014. On July 15, 2014, we raised $4,000,000 of gross proceeds via a Registered Direct Offering of our common stock to certain investors including Lewis H. Titterton, Jr., the Chairman of our Board of Directors, Amit Kumar, then a consultant to the Company and director and now Vice Chairman of the Board of Directors and Chief Executive Officer of Anixa, and Tisha Stender, our former Chief Operating Officer, off of the Registration Statement. We sold an aggregate of 640,000 shares of common stock and common stock purchase warrants to purchase an aggregate of 320,000 shares of common stock (the “Investor Warrants”). Additionally, we issued Alere Financial Partners, LLC, a division of Summer Street Research Partners, as placement agent (“Alere”), warrants to purchase 5,400 shares of common stock (or 3% of the number of shares of common stock sold in the Registered Direct Offering to investors placed by the placement agent, the “PA Warrants” and together with the Investor Warrants, the “RD Warrants”). The Registration Statement registered for sale by the Company 640,000 shares of common stock, 325,400 common stock purchase warrants representing all of the RD Warrants and 325,400 shares of common stock underlying the RD Warrants.
The RD Warrants have been exercisable since immediately after the date of issuance at an exercise price of $10.00 per share and expire five years from the date of issuance. The exercisability of the RD Warrants is limited if, upon exercise, the holder or any of its affiliates would beneficially own more than 4.99% of our common stock. The holder may elect to increase or decrease this beneficial ownership limitation to any other percentage, but not in excess of 9.99% of the total number of issued and outstanding shares of common stock (including for such purpose the shares of common stock issuable upon such exercise), provided that any such increase or decrease will not be effective until 61 days after such written notice is delivered. A holder of the RD Warrants has the right to exercise its RD Warrants on a cashless basis if the Registration Statement or prospectus contained therein is not available for the issuance of the shares of common stock issuable upon exercise thereof. Additionally, under certain circumstances, we have the right to call for cancellation all or any portion of each RD Warrant for which a notice of exercise has not yet been delivered for consideration equal to $.025 per share.
In connection with the Registered Direct Offering we paid Alere, as placement agent, a cash fee of $143,250 (or 6% of the aggregate purchase price paid by investors placed by the placement agent plus 1.5% of the aggregate purchase price paid by investors that were not placed by the placement agent) and issued to them the PA Warrants upon the same terms as the Investor Warrants.
Where You Can Find Us
Our principal executive offices are located at 12100 Wilshire Boulevard, Suite 1275, Los Angeles, CA 90025, our telephone number is (310) 484-5200, and our Internet website address is http://www.ITUScorp.com. The information on our website is not a part of, or incorporated in, this prospectus.
The Offering
| Common stock outstanding: | 8,724,878 shares as of January 19, 2016
|
| Common stock offered herein: | 3,001,715 shares |
| Common stock outstanding after the offering: | 10,485,767 shares[1] |
| Use of Proceeds:
| We will not receive any proceeds from the sale of the common stock by the selling stockholders. We may receive proceeds upon the exercise of the warrants issued in the January 2013 and February 2011 private placements, the exercise of warrants issued to ZQX, the exercise of the DC Warrants and the exercise of the RD warrants (to the extent the registration statement of which this prospectus is a part is then effective and, if applicable, the “cashless exercise” provision is not utilized by the holder). Any proceeds will be used for general corporate and working capital or for other purposes that the Board of Directors, in their good faith, deems to be in the best interest of the Company. No assurances can be given that any of such warrant will be exercised. See “Use of Proceeds.”
|
| Quotation of common stock: | Our common stock is listed on the Nasdaq Capital Market under the symbol “ITUS.”
|
| Dividend policy: | We currently intend to retain any future earnings to fund the development and growth of our business. Therefore, we do not currently anticipate paying cash dividends on our common stock.
|
| Risk Factors: | An investment in our company is highly speculative and involves a significant degree of risk. See “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our common stock. |
6
An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this prospectus, before making an investment decision with regard to our securities. The statements contained in this prospectus that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.
Risks Related to Our Financial Condition and Operations
We have a history of losses and may incur additional losses in the future.
On a cumulative basis we have sustained substantial losses and negative cash flows from operations since our inception. As of October 31, 2015, our accumulated deficit was approximately $146,149,000. As of October 31, 2015, we had approximately $6,769,000 in cash and cash equivalents and short-term investments, and working capital of approximately $6,302,000. We incurred losses of approximately $1,379,000 in fiscal year 2015. We expect to incur material research and development expenses and to continue incurring significant legal and general and administrative expenses in connection with our operations. As a result, we anticipate that we will incur losses in the future.
We may need additional funding in the future which may not be available on acceptable terms, or at all, and, if available, may result in dilution to our stockholders.
Based on currently available information as of January 19, 2016, we believe that our existing cash, cash equivalents, short-term investments and expected cash flows will be sufficient to enable us to continue our business activities for at least 12 months. However, our projections of future cash needs and cash flows may differ from actual results. If current cash on hand, cash equivalents, short term investments and cash that may be generated from our business operations are insufficient to satisfy our liquidity requirements, we may seek to sell equity securities or obtain loans from various financial institutions where possible. The sale of additional equity securities or convertible debt could result in dilution to our stockholders. Additionally, the sale of equity securities or issuance of debt securities may be subject to certain security holder approvals or may result in the downward adjustment of the exercise or conversion price of our outstanding securities. We can give no assurance that we will generate sufficient cash flows in the future to satisfy our liquidity requirements or sustain future operations, or that other sources of funding, such as sales of equity or debt, would be available or would be approved by our security holders, if needed, on favorable terms or at all. If we cannot obtain such funding if needed or if we cannot sufficiently reduce operating expenses, we would need to curtail or cease some or all of our operations.
If we encounter unforeseen difficulties with our business or operations in the future that require us to obtain additional working capital, and we cannot obtain additional working capital on favorable terms, or at all, our business will suffer.
Our consolidated cash, cash equivalents and short-term investments on hand totaled approximately $6,769,000 and $5,861,000 at October 31, 2015 and 2014, respectively. To date, we have relied primarily upon cash from the public and private sale of equity and debt securities, as well as net proceeds from the December 2014 settlement with AUO Optronics Corporation (“AUO”), to generate the working capital needed to finance our operations.
Although we received an aggregate of $9,000,000 from a Settlement Agreement and Patent Assignment Agreement with AUO, resolving a lawsuit by the Company, we may need substantial additional capital to continue to operate our business.
7
We may encounter unforeseen difficulties with our business or operations in the future that may deplete our capital resources more rapidly than anticipated. As a result, we may be required to obtain additional working capital in the future through bank credit facilities, public or private debt or equity financings, or otherwise. Other than as disclosed in this prospectus, we have not identified other sources for additional funding and cannot be certain that additional funding will be available on acceptable terms, or at all. If we are required to raise additional working capital in the future, such financing may be unavailable to us on favorable terms, if at all, or may be dilutive to our existing stockholders. If we fail to obtain additional working capital as and when needed, such failure could have a material adverse impact on our business, results of operations and financial condition. Furthermore, such lack of funds may inhibit our ability to respond to competitive pressures or unanticipated capital needs, or may force us to reduce operating expenses, which would significantly harm the business and development of operations.
Failure to effectively manage our potential growth could place strains on our managerial, operational and financial resources and could adversely affect our business and operating results.
Our business strategy and potential growth may place a strain on managerial, operational and financial resources and systems. Although we may not grow as we expect, if we fail to manage our growth effectively or to develop and expand our managerial, operational and financial resources and systems, our business and financial results will be materially harmed.
Risks Related to Anixa
Anixa is a pre-revenue biotechnology company and is thus subject to the risks associated with new businesses in that industry.
Since the Company’s primary focus for the foreseeable future will likely be on Anixa, shareholders should understand that Anixa is an early stage biotechnology company with no history of revenue-generating operations, and its only assets consist of certain intellectual property and know-how of its officers. Therefore, this subsidiary is, and expects for the foreseeable future to be, subject to all the risks and uncertainties inherent in a new business, in particular new businesses engaged in the early detection of certain cancers. Anixa still must establish and implement many important functions necessary to operate a business, including securing its intellectual property rights.
Accordingly, you should consider the Company’s prospects in light of the costs, uncertainties, delays and difficulties frequently encountered by companies in their pre-revenue generating stages, particularly those in the biotechnology field. Shareholders should carefully consider the risks and uncertainties that a new subsidiary with no operating history will face. In particular, shareholders should consider that there is a significant risk that Anixa will not be able to:
· demonstrate the effectiveness of its tests:
· implement or execute Anixa’s current business plan, or that Anixa’s business plan is sound;
· raise sufficient funds in the capital markets or otherwise to fully effectuate Anixa’s business plan;
· maintain its management team, including the members of its scientific advisory board;
· determine that the processes and technologies that Anixa has developed or will develop are commercially viable; and/or
· attract, enter into or maintain contracts with potential commercial partners such as licensors of technology and suppliers.
If Anixa cannot execute any one of the foregoing, its business may fail and the Company will be adversely effected. In addition, we expect to encounter unforeseen expenses, difficulties, complications, delays and other known and unknown factors. Anixa will need to transition at some point from a company with a research and development focus to a company capable of supporting commercial activities. Anixa may not be able to reach such point of transaction or make such a transition, which would have a material adverse effect on our Company.
8
We may have difficulty in raising capital for Anixa and may consume resources faster than expected.
Anixa currently does not generate any revenue from its diagnostic technology or otherwise and as of October 31, 2015, the Company only had $6,769,000 in cash. Therefore, we have a limited source of cash to meet Anixa’s future capital requirements, which may include the expensive process of obtaining FDA approval for our technology for each type of cancer for which we desire to launch a diagnostic test. We do not expect Anixa to generate revenues for the foreseeable future, and we may not be able to raise funds for Anixa in the future, which would leave us without resources to continue Anixa’s operations and force us to resort to the Company raising additional capital in the form of equity or debt financings, which may not be available to us. We may have difficulty raising needed capital in the near or longer term as a result of, among other factors, the very early stage of Anixa and Anixa’s lack of revenues as well as the inherent business risks associated with Anixa and present and future market conditions. Also, Anixa may consume available resources more rapidly than currently anticipated, resulting in the need for additional funding sooner than anticipated. Our inability to raise funds for Anixa could lead to decreases in the price of our common stock and the failure of Anixa’s business which would have a material adverse effect on the Company.
While Anixa’s diagnostic technology has shown favorable results from initial testing, we cannot guarantee that these results will be replicated in future testing nor can we guarantee the success of the technology at all.
We have initially used Anixa’s diagnostic technology to test the blood of a small group of individuals consisting of breast cancer patients and healthy patients. While one hundred percent of the blood samples tested from the breast cancer patients showed the presence of the biomarkers identified by Anixa and none of the healthy patient blood samples contained the biomarkers, there is no guarantee that these results will be replicable when we test a larger group of patients or at all. If we are unable to replicate these results, or if we begin to see a high degree of false positives in future testing, Anixa’s diagnostic technology will not have any monetary value and we will be unable to generate any revenue from this product.
Even if we are able to replicate the results from the initial testing of Anixa’s diagnostic technology, our ability to commercialize Anixa’s technology in the future will depend on our ability to provide evidence of clinical utility.
Our ability to successfully commercialize Anixa’s diagnostic technology will depend on numerous factors, including whether health care providers believe that Anixa’s diagnostic tests provide sufficient incremental clinical utility; whether the medical community accepts that Anixa’s diagnostic tests have sufficient sensitivity (there are no or very few false positives), specificity (detects the cancer the test is supposed to detect) and predictive value to be meaningful in patient care and treatment decisions; whether the technology and the cost of a test is reasonably priced and commercially viable; and whether health insurers, government health programs and other third-party payers will cover and pay for Anixa’s diagnostic tests and the amount that they will reimburse for such tests. These factors may present obstacles to commercial acceptance of our diagnostic tests. To the extent these obstacles arise, we will need to devote substantial time and resources to overcome these obstacles, and we might not be successful. Failure to achieve widespread market acceptance of Anixa’s diagnostic tests would materially harm our business, financial condition and results of operations.
We are unable to give any assurance that we will be successful in providing sufficient evidence of clinical utility or any assurance that we will have adequate managerial, technical or financial resources to support the studies necessary to provide sufficient evidence of clinical utility of Anixa’s diagnostic testing or differentiate from other diagnostic products in the manner, timeframe or cost parameters we anticipate, if at all. If we are unable to provide evidence of clinical utility and differentiate Anixa’s diagnostic testing, we will not be able to generate the revenues and market growth that we seek. Our failure to generate revenue from the sale of our products would materially adversely impact our business, financial condition, results of operations and prospects.
9
Diagnostic test development involves a lengthy and complex process, and we may be unable to commercialize on a timely basis, or at all, Anixa’s diagnostic technology.
We have begun to devote considerable resources to research and development for Anixa’s diagnostic technology, however there can be no assurance that Anixa’s technology will be capable of reliably predicting the occurrence or recurrence of any cancers with the sensitivity and specificity necessary to be clinically and commercially useful, or, even if such technology is clinically and commercially useful, that it will result in commercially successful products. In addition, before we can fully develop Anixa’s diagnostic technology and commercialize any new products, we will need to:
· conduct substantial research and development;
· conduct validation studies;
· expend significant funds;
· enter into agreements and maintain relationships with third party vendors to provide third party blood samples;
· obtain regulatory approval (either CLIA, FDA or both); and
· establish or contract with the owner of a CLIA certified laboratory to process test samples.
Accordingly, Anixa’s product development process involves a high degree of risk and may take several years, especially if the Company seeks FDA approval for each of the diagnostic tests. If Anixa’s biomarker technology should fail at the research or development stage, not produce sufficient clinical validation data to support the effectiveness of the product or not gain regulatory approval or if we should run out of cash to devote towards the commercialization of the technology or fail to establish agreements with necessary third party vendors, Anixa’s diagnostic technology will not make it to commercialization and we will not generate any revenue from the product.
If we fail to obtain, or if there are delays in obtaining, required regulatory approvals, we will not be able to commercialize Anixa’s diagnostic technology, and our ability to generate revenue and the viability of Anixa and our Company will be materially impaired.
Commercialization of Anixa’s diagnostic technology will require that we obtain either CLIA certification, FDA approval or both. If we are unable to obtain regulatory approval for Anixa’s diagnostic tests, we will be unable to commercialize and generate revenue from the technology which would have a material adverse effect on our business, financial condition and results of operations.
Unless we obtain FDA approval for Anixa’s biomarker testing, we will be dependent on laboratory contractors for testing of patient samples that are essential to the development and validation of Anixa’s diagnostic tests.
To pursue the development and validation of Anixa’s diagnostic tests, Anixa will require access to test results obtained from patient blood samples. Anixa has currently contracted with Wistar to provide these services. Unless and until Anixa’s biomarker tests receive FDA approval, Anixa may elect to seek CLIA certification for one or more of its biomarker tests. Failure to receive FDA approval or CLIA certification would have a material adverse effect on our ability to develop and validate Anixa’s diagnostic tests.
We will be dependent on third parties for the patient samples that are essential to the development and validation of Anixa’s diagnostic tests.
To pursue our development and validation of Anixa’s diagnostic tests, we are likely to need access, over time, to patient blood samples and such patients will need to consent to the use of their blood. We do not have direct access to a supply of patient samples. As a result, we have made arrangements with Wistar that has given us access to patient samples for the development and validation of Anixa’s diagnostic tests. We may lose access to patient samples provided by third parties, or have that access limited, because the third parties decrease the number of patient samples they provide, due to changes in privacy laws governing the use and disclosure of medical information or due to changes in the laws restricting Anixa’s ability to obtain patient samples and associated information. If Anixa fails to secure and maintain an adequate supply of patient samples, Anixa’s ability to pursue its development efforts may be slowed or halted, which could have a material adverse effect on our business, financial condition and results of operations.
10
Anixa’s business could be harmed from the loss or suspension of a license or imposition of a fine or penalties under, or future changes in, or changing interpretations of, the law or regulations of the Clinical Laboratory Improvement Act of 1967, the Clinical Laboratory Improvement Amendments of 1988, or the FDA or other federal, state or local agencies.
The clinical laboratory testing industry is subject to extensive federal and state regulation, and many of these statutes and regulations have not been interpreted by the courts. The CLIA are federal regulatory standards that apply to virtually all clinical laboratories (regardless of the location, size or type of laboratory), including those operated by physicians in their offices, by requiring that they be certified under federal law. CLIA does not pre-empt state law, which in some cases may be more stringent than federal law and require additional personnel qualifications, quality control, record maintenance and proficiency testing. The sanction for failure to comply with CLIA and state requirements may be suspension, revocation or limitation of a laboratory’s CLIA certificate, which is necessary to conduct business, as well as significant fines and/or criminal penalties. Several states have similar laws and we may be subject to similar penalties. The FDA regulates diagnostic products and periodically inspects and reviews their manufacturing processes and product performance. We may choose to seek FDA approval for Anixa’s biomarker tests. We cannot assure that applicable statutes and regulations will not be interpreted or applied by a prosecutorial, regulatory or judicial authority in a manner that would adversely affect our business. Potential sanctions for violation of these statutes and regulations include significant fines and the suspension or loss of various licenses, certificates and authorizations, which could have a material adverse effect on our business. In addition, compliance with future legislation could impose additional requirements on us, which may be costly, including FDA regulation of laboratory developed tests.
Health insurers and other third-party payers may decide not to reimburse Anixa’s diagnostic testing or may provide inadequate reimbursement, which could jeopardize our commercial prospects and require customers to pay for the tests out of pocket.
In the United States, the regulatory process that allows diagnostic tests to be marketed is independent of any coverage determinations made by third-party payers. For new diagnostic tests, private and government payers decide whether to cover the test, the reimbursement amount for a covered test and the specific conditions for reimbursement. Physicians may order diagnostic tests that are not reimbursed by third-party payers, but coverage determinations and reimbursement levels and conditions are critical to the commercial success of a diagnostic product. Each third-party payer makes its own decision about which tests it will cover and how much it will pay, although many payers will follow the lead of Medicare. As a result, the coverage determination process will be a time-consuming and costly process that requires us to provide scientific, clinical and economic support for the use of Anixa’s diagnostic testing to each payer separately, with no assurance that approval will be obtained. If third-party payers decide not to cover Anixa’s diagnostic tests or if they offer inadequate payment amounts, our ability to generate revenue from Anixa’s diagnostic tests could be limited since patients who want to take the diagnostic tests would have to pay for it out of pocket. Even if one or more third-party payers decide to reimburse for Anixa’s tests, a third-party payer may stop or lower payment at any time, which could reduce revenue. We cannot predict whether third-party payers will cover Anixa’s tests or offer adequate reimbursement. We also cannot predict the timing of such decisions. In addition, physicians or patients may decide not to order Anixa’s tests if third-party payments are inadequate, especially if ordering the test could result in financial liability for the patient.
Whether or not health insurers and other third-party payers decide to reimburse Anixa’s diagnostic testing, the technology may cost patients more than we anticipate.
We believe that Anixa’s diagnostic technology will significantly reduce the cost to patients of screening for certain types of cancer. If, however, the cost to utilize Anixa’s technology is more expensive than we anticipate, many patients and third-party payers may elect not to utilize the technology which would significantly impact our ability to generate revenue on the technology.
We operate in a competitive market and expect to face intense competition, often from companies with greater resources and experience than us.
The clinical diagnostics industry is highly competitive and subject to rapid change. We are aware of many different types of diagnostic tests available to detect cancer that are currently in use or being developed and many more types of diagnostic tests may be developed in the future. If we are able to successfully commercialize our diagnostic technology, all of these tests will compete with our product. If our diagnostic technology is more expensive than and/or does not have sufficient specificity, sensitivity or predictive value to compete with tests that are currently on the market, or if any other diagnostic tests that are under development, once successfully developed and commercialized, have greater specificity, sensitivity or predictive value and/or are cheaper than our technology, we may be unable to compete successfully with such products which would have a material adverse effect on our business, financial condition and results of operations.
11
Furthermore, as the industry continues to expand and evolve, an increasing number of competitors and potential competitors may enter the market. Many of these competitors and potential competitors have substantially greater financial, technological, managerial and research and development resources and experience than we do. Some of these competitors and potential competitors have more experience than we do in the development of diagnostic products, including validation procedures and regulatory matters. In addition, our diagnostic tests will compete with product offerings from large and well established companies that have greater marketing and sales experience and capabilities than we do. If we are unable to compete successfully, we may be unable to sustain and grow our revenue.
If we are unable to obtain and maintain intellectual property protection, Anixa’s competitive position will be harmed.
Anixa’s ability to compete and to achieve sustained profitability will be impacted by its ability to protect its proprietary discoveries and technologies, including its technology for detecting biomarkers. We expect to rely on a combination of patent protection, copyrights, trademarks, trade secrets, know-how, and regulatory approvals to protect Anixa’s technologies. Anixa’s intellectual property strategy is intended to help develop and maintain its competitive position. However, we cannot assure you that Anixa will be able to obtain patent protection for its methods of detecting biomarkers and processing its diagnostic tests, nor can we be certain that the steps we will have taken will prevent the misappropriation and unauthorized use of our technologies. If we are not able to obtain and maintain patent protection over Anixa’s technologies, our competitive position will be harmed.
We are dependent upon a few key personnel and the loss of their services could adversely affect us.
Our future success of developing our cancer diagnostics subsidiary will depend on the efforts of ITUS’s Vice Chairman, and the Executive Chairman of Anixa, Dr. Amit Kumar. We do not maintain “key person” life insurance on Dr. Kumar. The loss of the services of Dr. Kumar could have a material adverse effect on our business and operating results.
Risks Related to Patent Licensing Activities
We may not be able to license our patent portfolios which may have an adverse impact on our future operations.
We may generate revenues and related cash flows from the licensing and enforcement of patents that we currently own, from technologies that we develop and from the rights to license and enforce additional patents we have obtained, and may obtain in the future, from third parties. However, we can give no assurances that we will be able to identify opportunities to exploit such patents or that such opportunities, even if identified, will generate sufficient revenues to sustain future operations.
We, in certain circumstances, rely on representations, warranties and opinions made by third parties that, if determined to be false or inaccurate, may expose us to certain material liabilities.
From time to time, we may rely upon the opinions of purported experts. In certain instances, we may not have the opportunity to independently investigate and verify the facts upon which such opinions are made. By relying on these opinions, we may be exposed to liabilities in connection with the licensing and enforcement of certain patents and patent rights which could have a material adverse effect on our operating results and financial condition.
In connection with patent licensing activities conducted by certain of our subsidiaries, a court that has ruled unfavorably against us may also impose sanctions or award attorney’s fees, exposing us and our operating subsidiaries to certain material liabilities.
In connection with any of our patent licensing activities, it is possible that a court that has ruled against us may also impose sanctions or award attorney’s fees to defendants, exposing us or our operating subsidiaries to material liabilities, which could materially harm our operating results and our financial condition.
12
Our patented technologies have an uncertain market value.
Many of our patents and technologies are in the early stages of adoption in the commercial and consumer markets. Demand for some of these technologies is untested and is subject to fluctuation based upon the rate at which our licensees will adopt our patents and technologies in their products and services.
We may choose to further develop our patented technologies or invest in new patented technologies which are in need of development.
Early stage technologies involve a high degree of risk, and the development of early stage technologies can be capital intensive. Should we decide to further develop our patented technologies, or invest in new patented technologies, we may not have the capital necessary to continually fund the development of the technologies, and the likelihood of achieving commercial success with any early stage technology is highly speculative.
Risks Related to Our Common Stock
The availability of shares for sale in the future could reduce the market price of our common stock.
In the future, we may issue securities to raise cash for operations and acquisitions of patents and/or companies. We have and in the future may issue securities convertible into our common stock. Any of these events may dilute stockholders' ownership interests in our company and have an adverse impact on the price of our common stock.
In addition, sales of a substantial amount of our common stock in the public market, or the perception that these sales may occur, could reduce the market price of our common stock. This could also impair our ability to raise additional capital through the sale of our securities.
Any actual or anticipated sales of shares by our stockholders may cause the trading price of our common stock to decline. The sale of a substantial number of shares of our common stock by our stockholders, or anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.
Delaware law and our charter documents contain provisions that could discourage or prevent a potential takeover of our company that might otherwise result in our stockholders receiving a premium over the market price of their shares.
Provisions of Delaware General Corporation Law (“DGCL”) and our certificate of incorporation, as amended (the “Certificate of Incorporation”) and by-laws (“By-Laws”) could make the acquisition of our company by means of a tender offer, proxy contest or otherwise, and the removal of incumbent officers and directors, more difficult. These provisions include:
· Section 203 of the DGCL, which prohibits a merger with a 15%-or-greater stockholder, such as a party that has completed a successful tender offer, until three years after that party became a 15%-or-greater stockholder;
· The authorization in our Certificate of Incorporation of undesignated preferred stock, which could be issued without stockholder approval in a manner designed to prevent or discourage a takeover; and
· Provisions in our By-Laws regarding stockholders' rights to call a special meeting of stockholders limit such rights to stockholders holding together at least a majority of shares of the Company entitled to vote at the meeting, which could make it more difficult for stockholders to wage a proxy contest for control of our Board of Directors or to vote to repeal any of the anti-takeover provisions contained in our Certificate of Incorporation and By-Laws.
Together, these provisions may make the removal of management more difficult and may discourage transactions that could otherwise involve payment of a premium over prevailing market prices for our common stock.
13
We may fail to meet market expectations because of fluctuations in quarterly operating results, which could cause the price of our common stock to decline.
Our reported revenues and operating results have fluctuated in the past and may continue to fluctuate significantly from quarter to quarter in the future, specifically as we continue to devote more of our resources towards Anixa and our diagnostic technology. It is possible that in future periods, we will have no revenue or, in any event, revenues could fall below the expectations of securities analysts or investors, which could cause the market price of our common stock to decline. The following are among the factors that could cause our operating results to fluctuate significantly from period to period:
· clinical trial results relating to our diagnostic technology;
· progress with regulatory authorities towards the certification/approval of our diagnostic technology;
· commercialization of our diagnostic technology; and
· costs related to acquisitions, alliances and licenses;
Technology company stock prices are especially volatile, and this volatility may depress the price of our common stock.
The stock market has experienced significant price and volume fluctuations, and the market prices of technology companies have been highly volatile. We believe that various factors may cause the market price of our common stock to fluctuate, perhaps substantially, including, among others, the following:
· announcements of developments in the cancer diagnostic testing industry;
· developments in relationships with third party vendors and laboratories;
· announcements of developments in our remaining patent enforcement actions;
· developments or disputes concerning our patents and other intellectual property;
· our or our competitors' technological innovations;
· variations in our quarterly operating results;
· our failure to meet or exceed securities analysts' expectations of our financial results;
· a change in financial estimates or securities analysts' recommendations;
· changes in management's or securities analysts' estimates of our financial performance;
· debt crises affecting several countries in the European Union and concerns about sovereign debt of the United States;
· announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures, capital commitments, new technologies, or patents; and
· the timing of or our failure to complete significant transactions.
In addition, we believe that fluctuations in our stock price during applicable periods can also be impacted by changes in governmental regulations in the diagnostic testing industry and/or court rulings and/or other developments in our remaining patent licensing and enforcement actions. For example, if government regulators no longer allow for the use of diagnostic technology that has not been granted FDA approval (e.g. denying products that have only received CLIA certification), the time and cost to bring our technology to market will increase which will likely have an adverse impact on our stock price.
In the past, companies that have experienced volatility in the market price of their stock have been the objects of securities class action litigation. If our common stock was the object of securities class action litigation, it could result in substantial costs and a diversion of management's attention and resources, which could materially harm our business and financial results.
14
Our common stock is currently listed on NASDAQ Capital Market, however if our common stock is delisted for any reason, it will become subject to the SEC’s penny stock rules which may make our shares more difficult to sell.
If our common stock is delisted from NASDAQ Capital Market, our common stock will then fit the definition of a penny stock and therefore would be subject to the rules adopted by the SEC regulating broker-dealer practices in connection with transactions in penny stocks. The SEC rules may have the effect of reducing trading activity in our common stock making it more difficult for investors to sell their shares. The SEC’s rules require a broker or dealer proposing to effect a transaction in a penny stock to deliver the customer a risk disclosure document that provides certain information prescribed by the SEC, including, but not limited to, the nature and level of risks in the penny stock market. The broker or dealer must also disclose the aggregate amount of any compensation received or receivable by him in connection with such transaction prior to consummating the transaction. In addition, the SEC’s rules also require a broker or dealer to make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction before completion of the transaction. The existence of the SEC’s rules may result in a lower trading volume of our common stock and lower trading prices.
We do not anticipate declaring any cash dividends on our common stock which may adversely impact the market price of our stock.
We have never declared or paid cash dividends on our common stock and do not plan to pay any cash dividends in the near future. Our current policy is to retain all funds and any earnings for use in the operation and expansion of our business. If we do not pay dividends, our stock may be less valuable to you because a return on your investment will only occur if our stock price appreciates.
The securities issued in our private placements and registered direct offering may dilute your percentage ownership interest and may also result in downward pressure on the price of our common stock.
In connection with our private placements in February 2011, January 2013 and November 2013 and our registered direct offering in July 2014, we have outstanding shares of preferred stock (following the conversion of the Debenture issued in November 2013) and warrants which are convertible into or exercisable for an aggregate of 1,768,889 shares of our common stock, at prices ranging from $4.465 to $10.00 per share. In addition, as we have registered these shares for resale by the holders, it is possible that a significant number of shares could be sold at the same time. Because the market for our common stock is thinly traded, the sales and/or the perception that those sales may occur, could adversely affect the market price of our common stock. Furthermore, the mere existence of a significant number of shares of common stock issuable upon conversion of the preferred stock or the exercise of warrants may be perceived by the market as having a potential dilutive effect, which could lead to a decrease in the price of our common stock.
We are registering an aggregate of 3,001,715 shares of common stock and the sale of such shares could depress the market price of our common stock.
We are registering an aggregate of 3,001,715 shares of common stock under the registration statement of which this prospectus forms a part for issuance. Notwithstanding ownership limitations of the selling stockholders, the 3,001,715 shares represent approximately 28.6% of our shares of common stock outstanding immediately after the conversion and exercise rights of the debentures and warrants in our private placements or other transactions at the time the registration statement is filed. If the selling stockholders sell all of their shares, the sale of such shares could depress the market price of our common stock.
15
We will not receive any proceeds from the sale of shares by the selling stockholders. However, we may receive proceeds from the sale of securities upon the exercise of the warrants issued in the January 2013 and February 2011 private placements, the Registered Direct Offering and the November Private Placement and the exercise of warrants issued to ZQX (to the extent the registration statement of which this prospectus is a part is then effective and, if applicable, the “cashless exercise” provision is not utilized by the holder).
Any net proceeds we receive will be used for general corporate and working capital or other purposes that the Board of Directors deems to be in the best interest of the Company. As of the date of this prospectus, we cannot specify with certainty the particular uses for the net proceeds we may receive. Accordingly, we will retain broad discretion over the use of these proceeds, if any.
DETERMINATION OF OFFERING PRICE
The selling stockholders will offer common stock at the prevailing market prices or privately negotiated price as they may determine from time to time.
The offering price of our common stock to be sold by the selling stockholders does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market.
In addition, there is no assurance that our common stock will trade at market prices in excess of the offering price as prices for common stock in any public market will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.
16
August 2009 Transaction with ZQX
On August 20, 2009, we entered into an Engagement Letter with ZQX pursuant to which they were engaged to evaluate our E-Paper® electrophoretic intellectual property, which engagement was terminated by us on January 21, 2013. In connection with this engagement, we issued to ZQX 32,000 unregistered shares of our common stock together with warrants to purchase an additional 20,000 shares of our common stock in exchange for a 19.5% ownership interest in ZQX. Warrants to purchase 10,000 shares are exercisable at $9.25 per share and warrants to purchase the remaining 10,000 shares are exercisable at $13.88 per share. The warrants are currently exercisable and expire in August 2019.
February 2011 Private Placement
On February 8, 2011, we sold 280,000 shares of our common stock in a private placement to 10 accredited investors, including Denis A. Krusos, our former Chairman and Chief Executive Officer, Henry P. Herms, our Chief Financial Officer and then a director, Lewis H. Titterton, our Chairman of the Board of Directors but then a director, and George P. Larounis, a former director, at a price of $4.47 per share, for proceeds of $1,250,000. In conjunction with the sale of the common stock, we issued the investors warrants to purchase 280,000 shares of our common stock. Each warrant grants the holder the right to purchase one share of our common stock (or 280,000 shares of common stock in the aggregate) at the purchase price of $4.47 per share on or before February 8, 2016. Certain of the investors are officers and/or directors of the Company and the warrants issued to such persons included a “cashless exercise” provision.
On May 29, 2013, the Company offered the holders of the warrants issued in our February 2011 private placement the opportunity to exercise the warrants at a reduced exercise price of $4.00 per share (payable in cash) during the period ended July 15, 2013. In connection therewith, Lewis H. Titterton, Jr., the Chairman of the Board of Directors, Bruce Johnson, a director, and Henry P. Herms, the Chief Financial Officer and then a director, exercised warrants to purchase 56,000, 28,000 and 11,200 shares of our common stock and we received gross proceeds of $380,800. On June 17, 2013, Mr. Krusos, our former Chief Executive Officer, exercised the warrants previously issued to him in our February 2011 private placement on a “cashless” basis and received 21,900 shares of our common stock.
September 2012 Private Placement
On September 12, 2012, we completed a private placement to five accredited investors, including Lewis H. Titterton, Jr., our Chairman of the Board of Directors and then Chief Executive Officer, and Bruce Johnson, a director, pursuant to which we sold $750,000 principal amount of 8% Convertible Debentures due 2016. These debentures mature on September 12, 2016, bear interest at the rate of 8% payable quarterly and are convertible into shares of our common stock at a price per share of $2.30. We may prepay these debentures at any time without penalty upon 30 days prior notice. In February 2013, $600,000 principal amount of these debentures were converted into 260,870 shares of our common stock and an additional 2,725 shares were issued in payment of accrued interest. In April 2013, the remaining $150,000 principal amount of these debentures were converted into 65,218 shares of our common stock and an additional 1,305 shares were issued in payment of accrued interest.
January 2013 Private Placement
On January 25, 2013, we completed a private placement to 20 accredited investors, including Robert A. Berman, our President, Chief Executive Officer and a director, Dr. Amit Kumar, then a consultant to the Company and director and now Vice Chairman of the Board of Directors and Chief Executive Officer of Anixa, and Bruce Johnson, a director, pursuant to which we sold $1,765,000 principal amount of 8% Convertible Debentures due 2015 at an exercise price of $3.75 per share and warrants to purchase 235,310 shares of common stock at an exercise price of $7.50 per share. The January 2013 Debentures mature on January 25, 2015, bear interest at the rate of 8% payable quarterly and are convertible into shares of our common stock at a price per share of $3.75. The Company may prepay the January 2013 Debentures at any time without penalty upon 30 days prior notice, but only if the sales price of the common stock on the principal market on which the common stock is primarily listed and quoted for trading is at least $7.50 for 20 trading days in any 30-day trading period ending no more than 15 days before the Company’s prepayment notice. During June and July 2013, holders of $325,000 of principal of the January 2013 Debentures converted their holdings into an aggregate of 86,671 shares of common stock and an additional 805 shares of common stock were issued in payment of accrued interest. In April, July and October 2013, respectively, 4,715, 4,040 and 5,623 shares of our common stock were issued in payment of interest on the January 2013 Debentures.
17
The January 2013 Debentures contain full ratchet anti-dilution protection which means, that, subject to certain exceptions, if the Company sells shares of common stock (or securities convertible or exchangeable into common stock) at an effective price of less than $3.75 per share of common stock, the conversion price of the January 2013 Debentures will be reduce to such lower effective sales price. The January 2013 Debentures also provide for events of default which, if any of them occurs, would permit the principal of and accrued interest on the January 2013 Debentures to become or to be declared due and payable, unless the event of default has been cured or the holder of the January 2013 Debenture has waived in writing the event of default. If all of the January 2013 Debentures are converted, the Company would issue 267 shares of common stock for each $1,000 principal amount of the January 2013 Debentures or 470,691 shares of its common stock in the aggregate. For each $1,000 principal amount of the January 2013 Debentures, the Company issued a January 2013 Warrant to purchase 134 shares of common stock. Each January 2013 Warrant grants the holder the right to purchase the January 2013 Warrant Shares at the purchase price per share of $7.50 on or before January 25, 2016. If there is not an effective registration statement covering the January 2013 Warrant Shares at the time the warrants are exercised, the January 2013 Warrants may be exercised on a cashless basis.
Pursuant to the January 2013 Debentures and January 2013 Warrants, no investor may convert or exercise such investor’s January 2013 Debenture or January 2013 Warrant if such conversion or exercise would result in the Investor beneficially owning in excess of 4.99% of our then issued and outstanding common stock. A holder may, however, increase this limitation (but in no event exceed 9.99% of the number of shares of common stock issued and outstanding) by providing the Company with 61 days’ notice that such holder wishes to increase this limitation.
In connection with this offering, the Company granted each investor registration rights with respect to the January 2013 Conversion Shares and the January 2013 Warrant Shares. The Company was obligated to use its reasonable best efforts to cause a registration statement registering for resale the January 2013 Conversion Shares and the January 2013 Warrant Shares to be filed no later than 90 days from January 25, 2013 and to be declared effective no later than 180 days from January 25, 2013. The registration statement, of which this prospectus forms a part, was declared effective by the SEC on June 19, 2013. The Company is required to use it reasonable best efforts to keep this registration statement effective until the January 2013 Conversion Shares and the January 2013 Warrant Shares can be sold under Rule 144 of the Securities Act or such earlier date when all January 2013 Conversion Shares and the January 2013 Warrant Shares have been sold publicly; provided, however, the Company shall not be required to keep this registration statement effective for more than three years from January 25, 2013.
In connection with the January 2013 offering we paid The Benchmark Company LLC, as placement agent, a cash placement fee of $41,400 (or 6% of the aggregate purchase price from the investors they introduced to us) and issued to them warrants to purchase 11,040 shares of common stock (or 6% of the aggregate number of shares underlying the January 2013 Debentures issued to the investors they introduced to us) upon the same terms as the January 2013 Warrants issued in the offering.
April 2013 Stock Purchase Agreement with Aspire Capital
On April 23, 2013, we entered into the Stock Purchase Agreement, which provided that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital was committed to purchase up to an aggregate of $10 million of shares of our common stock over the two-year term of the Stock Purchase Agreement. In consideration for entering into the Stock Purchase Agreement, concurrently with the execution of the Stock Purchase Agreement, we issued to Aspire Capital the Commitment Shares and Aspire Capital purchased the Initial Purchase Shares. Concurrently with entering into the Stock Purchase Agreement, we also entered into the Registration Rights Agreement, in which we agreed to file one or more registration statements, as permissible and necessary to register under the Securities Act, to register the sale of the shares of our common stock that have been and may be issued to Aspire Capital under the Stock Purchase Agreement. In consideration for entering into the Stock Purchase Agreement, concurrently with the execution of the Stock Purchase Agreement, we issued to Aspire Capital 140,000 shares of our common stock with a fair value of $700,000 as a commitment fee. Upon execution of the Stock Purchase Agreement, Aspire Capital purchased 100,000 shares on April 23, 2013 for $500,000. During the period from July through September 2013, we sold an additional 115,200 shares of our common stock to Aspire Capital for approximately $592,000. On April 23, 2015, the Stock Purchase Agreement terminated.
Pursuant to the Stock Purchase Agreement and the Registration Rights Agreement, we registered under the Securities Act 800,000 shares of our common stock, which includes the Commitment Shares and the Initial Purchase Shares that have already been issued to Aspire Capital, as well as the additional 444,800 shares of common stock that we could have issued to Aspire Capital prior to the termination of the Stock Purchase Agreement. As a result of the termination of the Stock Purchase Agreement, we are deregistering any shares not previously issued to Aspire Capital that were previously registered. Aspire Capital has sold 182,276 shares of common stock and 172,924 shares of common stock are being offered pursuant to this prospectus.
18
November 2013 Private Placement and Subsequent Debt Conversion
The Series A Preferred Stock is convertible into shares of common stock at any time at the option of the holder (subject to certain limitations described below). Each share of Series A Preferred Stock is convertible into approximately 5,285.4 shares of common stock pursuant to the terms of the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (the “Certificate of Designations”). Such ratio is calculated by dividing the stated value of each share of Series A Preferred Stock which is $25,000 by $4.73. In the event that we issue additional shares of common stock and/or any rights, warrants, options or other securities or debt convertible, exercisable or exchangeable for shares of common stock or otherwise entitling any person to acquire shares of common stock in connection with a financing as described in the Certificate of Designations pursuant to which the effective net price to the Company for such securities (the “Effective Price”) is less than 75% of the then conversion price, then subject to certain exceptions set forth in the Certificate of Designations, the conversion price will be reduced to the Effective Price. Upon at least 60 days prior written notice to the Company, on November 11, 2016, the selling stockholder has a one-time right to require us to redeem all or some of its shares of Series A Preferred Stock for cash that is specifically generated from the sale of our equity securities. The redemption price per share is equal to the “stated value.” After November 11, 2016, we have the right to convert any outstanding shares of Series A Preferred Stock into shares of common stock, subject to certain volume restrictions, if the average of the high and low trading price of the common stock for any 10 out of 20 consecutive trading days exceeds the then conversion price.
Pursuant to the Certificate of Designations, the Company will not effect any conversion of the Series A Preferred Stock if after giving effect to such conversion, the holder, together with any affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of the Securities Exchange Act, as amended) on an as-converted basis with the Common Stock in excess of 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. A holder may increase the Maximum Percentage by providing written notice to the Company of its intention to exceed the Maximum Percentage at a time no earlier than 60 days after such notice.
In connection with the Debt Conversion Agreement, we granted Adaptive Capital registration rights with respect to the Conversion Shares and the shares issuable upon conversion of the Series A Preferred Stock. We are obligated to use our reasonable best efforts to cause a registration statement registering for resale the Conversion Shares to be filed no later than December 9, 2014 and to keep the registration statement effective until the Conversion Shares can be sold without restriction under Rule 144 of the Securities Act or such earlier date when all Conversion Shares have been sold; provided, however, we are not required to keep the Registration Statement effective after November 11, 2016.
19
The DC Warrant grants the holder the right to purchase the warrant shares at the purchase price per share of $7.75 on or before November 11, 2016. If there is not an effective registration statement covering the warrant shares, the DC Warrant may be exercised on a cashless basis, otherwise the warrant holder must exercise for cash. If the entire DC Warrant was exercised, the Company would receive approximately $2,867,000 in gross proceeds.
Pursuant to the DC Warrant, Adaptive Capital may not exercise its DC Warrant if such exercise would result in Adaptive Capital beneficially owning in excess of 4.99% of our then issued and outstanding common stock. Adaptive Capital may increase this limitation (but in no event exceed 9.99% of the number of shares of common stock issued and outstanding) by providing us with 61 days’ notice that such holder wishes to increase this limitation.
In connection with the November Private Placement, we granted Adaptive Capital registration rights with respect to the warrant shares. We were obligated to use our reasonable best efforts to cause a registration statement registering for resale the warrant shares to be filed no later than February 9, 2014 and to keep the registration statement effective until the warrant shares can be sold under without restriction under Rule 144 of the Securities Act or such earlier date when all the warrant shares have been sold; provided, however, we are not required to keep the Registration Statement effective after November 11, 2016.
Selling Stockholder Table
The following table sets forth certain information as of January 19, 2016 regarding the selling stockholders and the shares offered by them in this prospectus. In computing the number of shares owned by a person and the percentage ownership of that person in the table below, securities that are currently convertible or exercisable into shares of our common stock that are being offered in this prospectus are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as indicated in the footnotes to the following table, each stockholder named in the table has sole voting and investment power with respect to the shares set forth opposite such stockholder’s name. The percentage of ownership of each selling stockholder in the following table is based upon 8,724,878 shares of common stock outstanding as of January 19, 2016 plus shares the selling stockholders will receive upon exercise of warrants or conversion of debt which are being offered in this offering.
Except as set forth below, no selling stockholder has held a position as an officer or director of the Company, nor has any material relationship of any kind with us or any of our affiliates. All information with respect to share ownership has been furnished by the selling stockholders. The common stock being offered is being registered to permit secondary trading of the shares and the selling stockholders may offer all or part of the common stock owned for resale from time to time. Except as set forth below, none of the selling stockholders have any family relationships with our officers, directors or controlling stockholders. Furthermore, none of the selling stockholders are a registered broker-dealer or an affiliate of a registered broker-dealer.
The term “selling stockholder” also includes any transferees, pledges, donees, or other successors in interest to the selling stockholder named in the table below. To our knowledge, subject to applicable community property laws, each person named in the table has sole voting and investment power with respect to the common stock set forth opposite such person’s name. We will file a supplement to this prospectus (or a post-effective amendment hereto, if necessary) to name successors to any named selling stockholder who is able to use this prospectus to resell the securities registered hereby.
20
|
Name of Selling Stockholder | Number of Shares of Common Stock Owned Prior to Offering | Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus (30) | Number of Shares of Common Stock Owned After Offering Assuming All Shares are Sold (34) | Percentage of Common Stock Owned After Offering Assuming All Shares are Sold (34) |
| Amit Kumar (1) | 787,740 | 43,720 | 744,020 | 7.91% |
| Anne Rotondo (2) | 26,400 | 11,200 | 15,200 | * |
| Anthony R. Campbell (3) | 41,720 | 41,720 | - | - |
| Benjamin Bowen (4) | 284 | 284 | - | - |
| Braden Carlsson (4) | 805 | 805 | - | - |
| Bruce F. Johnson (5) | 458,217 | 163,499 | 294,718 | 3.36% |
| Christopher Titterton (6) | 10,339 | 10,760 | - | - |
| Christopher Uzpen (7) | 6,203 | 6,456 | - | - |
| David W. Richards (8) | 93,899 | 93,899 | - | - |
| George P. Larounis (9) | 37,600 | 11,200 | 26,400 | * |
| Henry P. Herms (10) | 65,625 | 19,125 | 46,500 | * |
| Jamil Aboumeri (4) | 284 | 284 | - | - |
| Jeffery Titterton (11) | 24,735 | 10,760 | 14,396 | * |
| Jeffrey A. Blomberg (12) | 10,129 | 10,129 | - | - |
| John Borer (4) | 284 | 284 | - | - |
| John N. Hatsopoulos (13) | 86,305 | 86,080 | 3,600 | * |
| Jordan Lupu (14) | 10,143 | 10,143 | - | - |
| Leo C. Saenger, Jr. (15) | 90,266 | 66,522 | 23,744 | * |
| Leon Frenkel (16) | 20,677 | 21,520 | - | - |
| Lewis H. Titterton, Jr. (17) | 707,337 | 179,899 | 527,438 | 5.90% |
| Michael N. Emmerman (18) | 81,086 | 81,086 | - | - |
| Peri D. Krusos (19) | 22,400 | 22,400 | - | - |
| Richard H. Morrison (20) | 82,705 | 86,080 | - | - |
| Robert Berman (21) | 722,224 | 20,860 | 701,364 | 7.46% |
| Robert H. Castilini (22) | 116,563 | 64,560 | 54,535 | * |
| Robert J. Gallivan, Jr. (23) | 22,677 | 21,520 | 2,000 | * |
| Robert H. McDonald (24) | 150,652 | 28,000 | 122,652 | 1.40% |
| Steven Lau (25) | 20,258 | 20,258 | - | - |
| Sunny H. Wong (26) | 10,127 | 10,127 | - | - |
| The Benchmark Company LLC (4) | 5,521 | 5,521 | - | - |
| Thomas S. Howland (27) | 34,027 | 32,280 | 3,012 | * |
| Todd Hackett (28) | 276,311 | 136,939 | 141,060 | 1.60% |
| Thomas M. Tann III (31) | 117,117 | 86,080 | 34,412 | * |
| William Odenthal (4) | 3,865 | 3,865 | - | - |
| ZQX Advisors, LLC (29) | 27,206 | 20,000 | 7,206 | * |
| Aspire Capital (32) | 172,924 | 172,924 | - | - |
| Adaptive Capital (33) | 1,210,737 | 1,210,737 | - | - |
_____________________
* Less than 1%.
(1) Consists of 102,408 shares owned directly by Dr. Kumar, 670,000 shares that Dr. Kumar has the right to acquire within 60 days pursuant to his option agreements with the Company, and 15,332 shares that he has the right to acquire upon exercise of warrants purchased by him in the January 2013 private placement and in the July 2014 registered direct offering. The number of shares owned prior to the offering includes 26,668 shares acquired upon conversion of debentures purchased by him in the January 2013 private placement and 1,720 shares issued in payment of interest on the debentures. See “January 2013 Private Placement” above in this section. Dr. Kumar is Vice Chairman of the Board, Executive Chairman and Chief Executive Officer of Anixa.
21
(2) Consists of 11,200 shares owned directly by Ms. Rotondo and 15,200 shares that Ms. Rotondo has the right to acquire within 60 days upon exercise of options granted pursuant to the 2003 Share Incentive Plan and/or the 2010 Share Incentive Plan. The number of shares owned prior to the offering includes 11,200 shares acquired by Ms. Rotondo in our February 2011 private placement.
(3) Consists of 41,720 shares owned directly by Mr. Campbell. The number of shares owned prior to the offering includes 40,000 shares that he acquired upon conversion of the debentures and exercise of the warrants issued in our January 2013 private placement. The number of shares owned prior to the offering includes 1,720 shares issued in payment of interest on the debentures. See “January 2013 Private Placement” above in this section.
(4) Consists of shares issuable upon exercise of the warrants issued to The Benchmark Company LLC, as placement agent, or its designees. See “January 2013 Private Placement” above in this section.
(5) Consists of 404,085 shares owned directly by Mr. Johnson, 40,800 shares that Mr. Johnson has the right to acquire within 60 days pursuant to his option agreements with the Company, 13,332 shares Mr. Johnson has the right to acquire within 60 days upon exercise of warrants purchased by him in the January 2013 private placement. The number of shares owned prior to the offering includes 26,668 shares acquired upon conversion of debentures purchased by him in the January 2013 private placement and 1,600 shares issued in payment of interest on the debentures. The number of shares that may be sold pursuant to this prospectus also includes (a) 65,899 shares that were acquired by Mr. Johnson upon conversion of the debentures issued in our September 2012 private placement (see “September 2012 Private Placement” above in this section) and (b) 28,000 shares that were acquired by Mr. Johnson in our February 2011 private placement and 28,000 shares that he acquired upon exercise of warrants purchased by him in our February 2011 private placement (see “February 2011 Private Placement” above in this section). Mr. Johnson is a director of the Company.
(6) Consists of 339 shares owned directly by Mr. Christopher Titterton and 10,000 shares that he has the right to acquire within 60 days upon conversion of debentures and exercise of warrants purchased by him in the January 2013 private placement. The number of shares owned prior to the offering includes 339 shares issued in payment of interest on the debentures. The number of shares that may be sold pursuant to this prospectus includes shares that were or may have been issued in payment of interest on the debentures through maturity. See “January 2013 Private Placement” above in this section. Mr. Christopher Titterton is the grown son of Mr. Lewis H. Titterton, Jr.
(7) Consists of 203 shares owned directly by Mr. Uzpen and 6,000 shares that he has the right to acquire within 60 days upon conversion of debentures and exercise of warrants purchased by him in the January 2013 private placement. The number of shares owned prior to the offering includes 203 shares issued in payment of interest on the debentures. The number of shares that may be sold pursuant to this prospectus includes shares that were or may have been issued in payment of interest on the debentures through maturity. See “January 2013 Private Placement” above in this section.
(8) Consists of 65,899 shares owns directly by Mr. Richards and 28,000 shares he has the right to acquire within 60 days upon exercise of warrants purchased by him in the February 2011 private placement. The number of shares that may be sold pursuant to this prospectus includes 65,899 shares that were acquired by Mr. Richards upon conversion of the debentures issued in our September 2012 private placement. See “September 2012 Private Placement” above in this section.
(9) Consists of 12,800 shares owned directly by Mr. Larounis, 13,600 shares that he has the right to acquire within 60 days upon exercise of options granted pursuant to the 2003 share Incentive Plan and/or the 2010 Share Incentive Plan and 11,200 shares he has the right to acquire within 60 days upon exercise of warrants purchased by him in the February 2011 private placement.
(10) Consists of 22,125 shares owned directly by Mr. Herms and 43,500 shares that he has the right to acquire within 60 days upon exercise of options granted pursuant to the 2003 share Incentive Plan and/or the 2010 Share Incentive Plan. The number of shares that may be sold pursuant to this prospectus includes 7,925 shares that were acquired by Mr. Herms in our February 2011 private placement and 11,200 shares that he acquired upon exercise of warrants purchased by him in our February 2011 private placement (see “February 2011 Private Placement” above in this section). Mr. Herms is the Chief Financial Officer and Vice President-Finance of the Company.
(11) Consists of 14,735 shares owned directly by Mr. Jeffrey Titterton and 10,000 shares that he has the right to acquire within 60 days upon conversion of debentures and exercise of warrants purchased by him in the January 2013 private placement. The number of shares owned prior to the offering includes 339 shares issued in payment of interest on the debentures. The number of shares that may be sold pursuant to this prospectus includes shares that were or may have been issued in payment of interest on the debentures through maturity. See “January 2013 Private Placement” above in this section. Mr. Jeffrey Titterton is the grown son of Mr. Lewis H. Titterton, Jr. Mr. Titterton is the Chairman of the Board of Directors.
(12) Consists of 6,796 shares owned directly by Mr. Blomberg and 3,333 shares that he has the right to acquire within 60 days upon exercise of warrants purchased by him in the January 2013 private placement. The number of shares owned prior to the offering includes 129 shares issued in payment of interest on the debentures purchased by him in the January 2013 private placement. The number of shares that may be sold pursuant to this prospectus also includes 6,667 shares that were acquired by Mr. Blomberg upon conversion of the debentures issued in our January 2013 private placement. See “January 2013 Private Placement” above in this section.
(13) Consists of 6,305 shares owned directly by Mr. Hatsopoulos and 80,000 shares that he has the right to acquire within 60 days upon conversion of debentures and exercise of warrants purchased by him in the January 2013 private placement. The number of shares owned prior to the offering includes 2,705 shares issued in payment of interest on the debentures. The number of shares that may be sold pursuant to this prospectus includes shares that were or may have been issued in payment of interest on the debentures through maturity. See “January 2013 Private Placement” above in this section.
(14) Consists of 6,810 shares owned directly by Mr. Lupu and 3,333 shares that he has the right to acquire within 60 days upon exercise of warrants purchased by him in the January 2013 private placement. The number of shares owned prior to the offering includes 143 shares issued in payment of interest on the debentures purchased by him in the January 2013 private placement. The number of shares that may be sold pursuant to this prospectus also includes 166,675 shares that were acquired by Mr. Lupu upon conversion of the debentures issued in our January 2013 private placement. See “January 2013 Private Placement” above in this section.
(15) Consists of 90,266 shares owned directly by Mr. Saenger. The number of shares that may be sold pursuant to this prospectus consists of the 66,522 shares that were acquired by Mr. Saenger upon conversion of the debentures issued in our September 2012 private placement. See “September 2012 Private Placement” above in this section.
(16) Consists of 677 shares owned by Periscope Partners L.P. and 20,000 shares that it has the right to acquire within 60 days upon conversion of debentures and exercise of warrants purchased by it in the January 2013 private placement. The number of shares owned prior to the offering includes 677 shares issued in payment of interest on the debentures. The number of shares that may be sold pursuant to this prospectus includes shares that were or may have been issued in payment of interest on the debentures through maturity. See “January 2013 Private Placement” above in this section. Mr. Frenkel is the general partner of Periscope Partners L.P. and has shared voting and investment power with respect to the shares owned by Periscope Partners L.P. Mr. Frenkel disclaims beneficial ownership except to the extent of his pecuniary interest.
(17) Consists of 494,937 shares owned directly by Mr. Lewis H. Titterton, Jr., 210,400 shares that Mr. Titterton has the right to acquire within 60 days pursuant to his option agreements with the Company and 2,000 shares that Mr. Titterton has the right to acquire upon exercise of warrants purchased by Mr. Titterton in the July 2014 registered direct offering. The number of shares that may be sold pursuant to this prospectus also includes (a) 65,899 shares that were acquired by Mr. Titterton upon conversion of the debentures issued in our September 2012 private placement (see “September 2012 Private Placement” above in this section) and (b) 56,000 shares that were acquired by Mr. Titterton in our February 2011 private placement and 56,000 shares that he acquired upon exercise of warrants purchased by him in our February 2011 private placement (see “February 2011 Private Placement” above in this section). Mr. Titterton is Chairman of the Board and the father of Messrs. Christopher and Jeffrey Titterton.
(18) Consists of 54,422 shares owned directly by Mr. Emmerman and 26,664 shares that he has the right to acquire within 60 days upon exercise of warrants purchased by him in the January 2013 private placement. The number of shares owned prior to the offering includes 1,086 shares issued in payment of interest on the debentures purchased by him in the January 2013 private placement. The number of shares that may be sold pursuant to this prospectus also includes 53,336 shares that were acquired by Mr. Emmerman upon conversion of the debentures issued in our January 2013 private placement. See “January 2013 Private Placement” above in this section.
(19) Consists of 22,400 shares owned directly by Ms. Krusos. The number of shares that maybe sold pursuant to this prospectus also includes 11,200 shares that were acquired by Ms. Krusos in our February 2011 private placement and 11,200 shares that she acquired upon exercise of warrants purchased by her in our February 2011 private placement (see “February 2011 Private Placement” above in this section).
(20) Consists of 2,705 shares owns directly by Mr. Morrison and 80,000 shares that he and his wife have the right to acquire within 60 days upon conversion of debentures and exercise of warrants purchased by jointly by them in the January 2013 private placement. The number of shares owned prior to the offering includes 2,705 shares issued in payment of interest on the debentures. The number of shares that may be sold pursuant to this prospectus includes shares that were or may have been issued in payment of interest on the debentures through maturity. See “January 2013 Private Placement” above in this section.
(21) Consists of 45,558 shares owned directly by Mr. Berman, 670,000 shares that Mr. Berman has the right to acquire within 60 days pursuant to his option agreements with the Company, and 6,666 shares that he has the right to acquire within 60 days upon exercise of warrants purchased by him in the January 2013 private placement. The number of shares owned prior to the offering includes 13,334 shares acquired upon conversion of debentures purchased by him in the January 2013 private placement and 860 shares issued in payment of interest on the debentures. See “January 2013 Private Placement” above in this section. Mr. Berman is the Chief Executive Officer and a director of the Company.
(22) Consists of 56,563 shares owned directly by Mr. Castilini and 60,000 shares that he has the right to acquire within 60 days upon conversion of debentures and exercise of warrants purchased by him in the January 2013 private placement. The number of shares owned prior to the offering includes 2,029 shares issued in payment of interest on the debentures. The number of shares that may be sold pursuant to this prospectus includes shares that were or may have been issued in payment of interest on the debentures through maturity. See “January 2013 Private Placement” above in this section.
(23) Consists of 2,677 shares owned by the Robert J. Gallivan, Jr. Sole Proprietorship Defined Benefit Pension Plan and 20,000 shares that it has the right to acquire within 60 days upon conversion of debentures and exercise of warrants purchased by it in the January 2013 private placement. The number of shares owned prior to the offering includes 677 shares issued in payment of interest on the debentures. The number of shares that may be sold pursuant to this prospectus includes shares that were or may have been issued in payment of interest on the debentures through maturity. See “January 2013 Private Placement” above in this section. Mr. Gullivan has sole voting and investment power with respect to the shares owned by the plan.
(24) Consists of 59,100 shares that Mr. McDonald owns directly, 58,000 shares owned by McDonald Lumber Co., Inc., 3,000 shares owned by the McDonald Family Partnership, 320 shares owned by Mr. McDonald’s wife, 200 shares owned by the Booth Family Partnership in which Mr. McDonald’s wife has a 1/3 ownership interest and 2,032 shares owned by Mr. McDonald’s grandchild for whom Mr. McDonald’s wife is custodian. Also includes 14,000 shares that Mr. McDonald has the right to acquire within 60 days upon exercise of warrants purchased by him in the February 2011 private placement and 14,000 shares that McDonald Lumber Co., Inc. has the right to acquire within 60 days upon exercise of warrants purchased by it in the February 2011 private placement. Mr. McDonald has sole voting and investment power over the shares owned by McDonald Lumber Co. Inc. and the McDonald Family Partnership. Mr. McDonald disclaims beneficial ownership over the shares held by his wife as custodian for their grandchild.
(25) Consists of 13,592 owned directly by Mr. Lau and 6,666 shares that he has the right to acquire within 60 days upon exercise of warrants purchased by him in the January 2013 private placement. The number of shares owned prior to the offering includes 258 shares issued in payment of interest on the debentures purchased by him in the January 2013 private placement. The number of shares that may be sold pursuant to this prospectus also includes 13,334 shares that were acquired by Mr. Lau upon conversion of the debentures issued in our January 2013 private placement. See “January 2013 Private Placement” above in this section.
24
(26) Consists of 6,794 shares owned directly by Mr. Wong and 3,333 shares that he has the right to acquire within 60 days upon exercise of warrants purchased by him in the January 2013 private placement. The number of shares owned prior to the offering includes 127 shares issued in payment of interest on the debentures purchased by him in the January 2013 private placement. The number of shares that may be sold pursuant to this prospectus also includes 6,667 shares that were acquired by Mr. Wong upon conversion of the debentures issued in our January 2013 private placement. See “January 2013 Private Placement” above in this section.
(27) Consists of 4,027 shares owned directly by Mr. Howland and 30,000 shares that he has the right to acquire within 60 days upon conversion of debentures and exercise of warrants purchased by him in the January 2013 private placement. The number of shares owned prior to the offering includes 1,015 shares issued in payment of interest on the debentures. The number of shares that may be sold pursuant to this prospectus includes shares that were or may have been issued in payment of interest on the debentures through maturity. See “January 2013 Private Placement” above in this section.
(28) Consists of 67,251 shares owned directly by Mr. Hackett and 141,060 shares that Mr. Hackett owns jointly with his wife, 28,000 shares that he and his wife have the right to acquire within 60 days upon exercise of warrants purchased jointly by them in the February 2011 private placement and 40,000 shares that he has the right to acquire within 60 days upon conversion of debentures and exercise of warrants purchased by him in the January 2013 private placement. The number of shares owned prior to the offering includes 1,353 shares issued in payment of interest on the debentures. The number of shares that may be sold pursuant to this prospectus includes shares that were or may have been issued in payment of interest on the debentures through maturity. See “January 2013 Private Placement” above in this section.
(29) Consists of 7,206 shares owned directly by ZQX Advisors, LLC and 20,000 shares issuable upon exercise of the warrants issued to ZQX Advisors, LLC in August 2009.
(30) Consists of the shares issued or issuable in our Registered Direct Offering, February 2011 Private Placement, September 2012 Private Placement, January 2013 Private Placement, shares issuable upon exercise of warrants issued to ZQX Advisors, LLC and shares that were issued to Aspire Capital and shares that were issued to and are issuable to Adaptive Capital, LLC.
(31) Consists of 37,117 shares owned directly by Mr. Tann III and 80,000 shares that he has the right to acquire within 60 days upon conversion of debentures and exercise of warrants purchased by him in the January 2013 private placement. The number of shares owned prior to the offering includes 2,705 shares issued in payment of interest on debentures. The number of shares that may be sold pursuant to this prospectus includes shares that were or may have been issued in payment of interest on the debentures through maturity. See “January 2013 Private Placement” above in this section.
(32) Consists of 172,924 shares owned by Aspire Capital. Steven G. Martin, Erik J. Brown and Christos Komissopoulos, the principals of Aspire Capital, are deemed to be beneficial owners of all of the shares of common stock owned by Aspire Capital. Although Messrs. Martin, Brown and Komissopoulos are deemed to have shared voting and investment power over the shares being offered under the prospectus filed with the SEC, each disclaims beneficial ownership of these shares except to the extent of their pecuniary interest therein. Aspire Capital is not a licensed broker dealer or an affiliate of a licensed broker dealer.
(33) Consists of (i) 100,800 shares of common stock, (ii) 739,958 shares of common stock underlying 3,500 shares of Series A Preferred Stock and (iii) 369,979 shares of common stock issued or issuable upon exercise of a Warrant. Tahoe Pacific Corp. exercises the voting and investment control for Adaptive Capital pursuant to an asset management agreement. James Brown, the President of Tahoe Pacific Corp., exercises voting and investment control for Tahoe Pacific Corp.
(34) Assumes the sale of all shares offered pursuant to this prospectus.
Selling Stockholders
The common stock held by the selling stockholders may be sold or distributed from time to time by the selling stockholders directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed on any stock exchange, market or trading facility on which the shares are traded or in private transactions. The sale of the selling stockholders’ common stock offered by this prospectus may be effected in one or more of the following methods:
· ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
· transactions involving cross or block trades;
· purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
· an exchange distribution in accordance with the rules of the applicable exchange;
· in privately negotiated transactions;
· short sales after the registration statement, of which this prospectus forms a part, becomes effective;
· broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;
· “at the market” into an existing market for the common stock;
· through the writing of options on the shares;
· a combination of any such methods of sale; and
· any other method permitted pursuant to applicable law.
In order to comply with the securities laws of certain states, if applicable, the shares of each of the selling stockholders may be sold only through registered or licensed brokers or dealers. In addition, in certain states, such shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the registration or qualification requirement is available and complied with.
Aspire Capital, Adaptive Capital and the other selling stockholders may also sell shares of common stock under Rule 144 promulgated under the Securities Act, if available, rather than under this prospectus. In addition, Aspire Capital, Adaptive Capital and the other selling stockholders may transfer the shares of common stock by other means not described in this prospectus.
The selling stockholders may also sell the shares directly to market makers acting as principals and/or broker-dealers acting as agents for themselves or their customers. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as principal or both, which compensation as to a particular broker-dealer might be in excess of customary commissions. Market makers and block purchasers purchasing the shares will do so for their own account and at their own risk. It is possible that a selling stockholder will attempt to sell shares of common stock in block transactions to market makers or other purchasers at a price per share which may be below the then market price. The selling stockholders cannot assure that all or any of the shares offered in this prospectus will be issued to, or sold by, such selling stockholder.
26
Brokers, dealers, underwriters, or agents participating in the distribution of the shares held by the selling stockholders as agents may receive compensation in the form of commissions, discounts, or concessions from the selling stockholders and/or purchasers of the common stock for whom the broker-dealers may act as agent. Aspire Capital and Adaptive Capital have informed us that each such broker-dealer will receive commissions from them which will not exceed customary brokerage commissions. The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act.
Each of the selling stockholders acquired the securities offered hereby in the ordinary course of business and has advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of common stock, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of common stock by any selling stockholder. If we are notified by any selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of common stock, if required, we will file a supplement to this prospectus.
With regard only to the shares it sells for its own behalf, Aspire Capital is an “underwriter” within the meaning of the Securities Act. This offering as it relates to Aspire Capital will terminate on the date that all shares issued to and issuable to Aspire Capital that are offered by this prospectus have been sold by Aspire Capital.
With regard only to the shares it sells for its own behalf, Adaptive Capital may be deemed an “underwriter” within the meaning of the Securities Act. This offering as it relates to Adaptive Capital will terminate on the date that all shares issued to and issuable to Adaptive Capital that are offered by this prospectus have been sold by Adaptive Capital.
We may suspend the sale of shares by the selling stockholders pursuant to this prospectus for certain periods of time for certain reasons, including if the prospectus is required to be supplemented or amended to include additional material information.
If any of the selling stockholders use this prospectus for any sale of the shares of common stock, such selling stockholder will be subject to the prospectus delivery requirements of the Securities Act.
Regulation M
The anti-manipulation rules of Regulation M under the Exchange Act of 1934, as amended (the “Exchange Act”) may apply to sales of our common stock and activities of the selling stockholder.
We have advised the selling stockholders that while it is engaged in a distribution of the shares included in this prospectus it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the selling stockholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the shares offered hereby this prospectus.
Offering by the Company
Upon receipt of proper notice by any of the holders of the RD Warrants that such holders desire to exercise the RD Warrants, the Company will, within the time allotted by the RD Warrant agreement, issue instructions to the Company’s transfer agent to issue to the holder shares of common stock, free of a restrictive legend. Shares of common stock underlying the RD Warrants that are held by affiliates will be issued free of legend but will be deemed control securities.
DESCRIPTION OF SECURITIES TO BE REGISTERED
General
This prospectus describes the general terms of our capital stock. The following description is not complete and may not contain all the information you should consider before investing in our capital stock. For a more detailed description of these securities, you should read the applicable provisions of Delaware law and our Certificate of Incorporation and By-laws.
The total number of shares of capital stock we are authorized to issue is 24,020,000 shares, of which (a) 24,000,000 are common stock and (b) 20,000 are preferred stock.
Common Stock
As of January 19, 2016, there were 8,724,878 shares of common stock issued and outstanding, held of record by approximately 1,011 stockholders. Subject to preferential rights with respect to any outstanding preferred stock, all outstanding shares of common stock are of the same class and have equal rights and attributes.
Dividend Rights
Holders of the common stock may receive dividends when, as and if declared by our Board of Directors out of the assets legally available for that purpose and subject to the preferential dividend rights of any other classes or series of stock of our Company. We have never paid, and have no plans to pay, any dividends on our shares of common stock.
Voting Rights
Holders of the common stock are entitled to one vote per share in all matters as to which holders of common stock are entitled to vote. Holders of not less than a majority of the outstanding shares of common stock entitled to vote at any meeting of stockholders constitute a quorum unless otherwise required by law.
Election of Directors
Directors hold office until the next annual meeting of stockholders and are eligible for re-election at such meeting. Directors are elected by a plurality of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. There is no cumulative voting for directors.
Liquidation
In the event of any liquidation, dissolution or winding up of the Company, holders of the common stock have the right to receive ratably and equally all of the assets remaining after payment of liabilities and liquidation preferences of any preferred stock then outstanding.
Redemption
The common stock is not redeemable or convertible and does not have any sinking fund provisions.
Preemptive Rights
Holders of the common stock do not have preemptive rights.
28
Other Rights
Our common stock is not liable to further calls or to assessment by the registrant and for liabilities of the registrant imposed on its stockholders under state statutes.
Market, Symbol and Transfer Agent
Our common stock is listed for trading on the Nasdaq Capital Market under the symbol “ITUS”. The transfer agent and registrar for our common stock is American Stock Transfer and Trust Company.
Series A Convertible Preferred Stock
Conversion
The Series A preferred stock is convertible into shares of common stock at any time following issuance at the option of the holder (subject to certain limitations described below). Each share of Series A preferred stock is convertible into approximately 5,285.4 shares of common stock pursuant to the terms of the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock, or the Certificate of Designations. Such ratio is calculated by dividing the stated value of each share of Series A preferred stock ($25,000) by $4.73.
Ranking; Dividends
The Company may not, directly or indirectly, incur any indebtedness or create a new class of equity that is expressly senior in right of payment to the Series A preferred stock without prior written consent of at least two-thirds of the outstanding Series A preferred stock holders. The Series A preferred stock holders are not entitled to receive cash dividends. In the event that the Company declares a stock dividend or otherwise makes a distribution to the common stock holders, the terms of the Series A preferred stock will be adjusted proportionately so that the holder after such dividend or distribution will be entitled to receive the aggregate number and kind of shares, evidences, rights, options, warrants or securities which, the holder would have owned if the Series A preferred stock had been converted immediately prior to the time of the distribution.
Subsequent Equity Sales
In the event that the Company issues additional shares of common stock and/or any rights, warrants, options or other securities or debt convertible, exercisable or exchangeable for shares of common stock or otherwise entitling any person to acquire shares of common stock in connection with a financing pursuant to which the effective net price to the Company for such securities, or the Effective Price, is less than 75% of the then conversion price, then subject to certain exceptions set forth in the Certificate of Designations, the conversion price will be reduced to the Effective Price.
Maximum Conversion
The Company will not effect any conversion of the Series A preferred stock if after giving effect to such conversion, the holder, together with any affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act) on an as-converted basis with the common stock in excess of 4.99%, or the Maximum Percentage, of the number of shares of common stock outstanding immediately after giving effect to such conversion. A holder may increase the Maximum Percentage by providing written notice to the Company of its intention to exceed the Maximum Percentage at a time no earlier than 60 days after such notice.
Board and Observer Rights
For so long as any holder of Series A preferred stock beneficially owns at least 80,000 shares of common stock, such holder has the right to designate one representative, reasonably acceptable to the Company as a board observer, to the Company’s Board of Directors. In lieu of the right to designate an observer to the Board of Directors, the holder may designate one representative, reasonably acceptable to the Company, to serve on the Board of Directors.
29
Redemption; Mandatory Conversion
Upon at least 60 days prior written notice to the Company, on November 11, 2016, any holder of Series A preferred stock has a one-time right to require the Company to redeem all or some of its shares of Series A preferred stock for cash that is specifically generated from the sale of the Company’s equity securities. The redemption price per share is equal to the “stated value.”
After November 11, 2016, the Company has the right to convert any outstanding shares of Series A preferred stock into shares of common stock, subject to certain volume restrictions, if the average of the high and low trading price of the common stock for any 10 out of 20 consecutive trading days exceeds the then conversion price.
Liquidation Preference
In the event of a liquidation, dissolution or winding up of the Company, then the holders of the Series A preferred stock are entitled to receive out of the assets of the Company legally available for distribution, prior to and in preference to distributions to the holders of common stock and either in preference to or pari pasu with the holders of any other series of preferred stock that may be issued in the future, an amount equal to the “stated value” of the Series A preferred stock. The remaining assets of the Company will then be distributed to the holders of the Series A preferred stock and the holders of the common stock on an as converted basis.
Other Provisions
This section is a summary and may not describe every aspect of the common stock and Series A preferred stock that may be important to you. We urge you to read applicable Delaware law, our Certificate of Incorporation, including the Certificate of Designations, and By-Laws, because they, and not this description, define your rights as a holder of common stock.
30
The consolidated financial statements of ITUS Corporation and subsidiaries as of October 31, 2014 and 2015, and for each of the years in the two-year period ended October 31, 2015, have been included in the registration statement in reliance upon the report of Haskell & White LLP, independent registered public accounting firm, and upon the authority of said firm as experts in accounting and auditing.
The validity of the common stock being offered pursuant to this Registration Statement, the 200804 Registration Statement and the 193826 Registration Statement have been passed upon for us by Ellenoff Grossman & Schole LLP located at 1345 Avenue of the Americas, New York, NY 10105.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed a registration statement with the Commission relating to the offering of the shares. The registration statement contains information which is not included in this prospectus. You may inspect or copy the registration statement at the Commission’s public reference facilities or its website.
You should rely only on the information contained in this prospectus. We have not authorized any person to provide you with any information that is different.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate by reference” in this prospectus information that we file with them, which means we can disclose important information to you by referring you to other documents that contain that information. The information we incorporate by reference is considered to be part of this prospectus and information we later file with the SEC will automatically update or supersede the information in this prospectus. The following documents filed by us with the SEC pursuant to Section 13 of the Exchange Act and any future filings under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, made before the termination of the offering are incorporated by reference herein:
1. Our Annual Report on Form 10-K for the year ended October 31, 2015, filed with the SEC on December 22, 2015;
2. Our Definitive Proxy Statement on Schedule 14A filed with the SEC on July 16, 2015; and
3. The description of our common stock contained in our Form 8-A filed on July 9, 2015.
All documents that we filed with the SEC pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement that indicates that all securities offered under this prospectus have been sold, or that deregisters all securities then remaining unsold, will be deemed to be incorporated in this registration statement by reference and to be a part hereof from the date of filing of such documents.
31
Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed modified, superseded or replaced for purposes of this prospectus to the extent that a statement contained in this prospectus, or in any subsequently filed document that also is deemed to be incorporated by reference in this prospectus, modifies, supersedes or replaces such statement. Any statement so modified, superseded or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a part of this prospectus. None of the information that we disclose under Items 2.02 or 7.01 of any Current Report on Form 8-K or any corresponding information, either furnished under Item 9.01 or included as an exhibit therein, that we may from time to time furnish to the SEC will be incorporated by reference into, or otherwise included in, this prospectus, except as otherwise expressly set forth in the relevant document. Subject to the foregoing, all information appearing in this prospectus is qualified in its entirety by the information appearing in the documents incorporated by reference.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES LAW VIOLATIONS
Our Certificate of Incorporation, provides that all our directors, officers, employees and agents shall be entitled to be indemnified by us to the fullest extent permitted under the Delaware General Corporation Law, provided that they acted in good faith and that they reasoned their conduct or action was in, or not opposed to, the best interest of our company.
Our By-Laws provide for indemnification of our officers, directors and others who become a party to an action on our behalf by us to the fullest extent not prohibited under the Delaware General Corporation Law.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons, the registrant has been informed that in the opinion of the Securities and Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.
32
You should rely only on the information contained in this document. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.
Additional risks and uncertainties not presently known or that are currently deemed immaterial may also impair our business operations. The risks and uncertainties described in this document and other risks and uncertainties which we may face in the future will have a greater impact on those who purchase our common stock. These purchasers will purchase our common stock at the market price or at a privately negotiated price and will run the risk of losing their entire investment.
ITUS CORPORATION
3,001,715 Shares of
Common Stock
PROSPECTUS
, 2016
33
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The Company is paying all expenses of the offering. No portion of these expenses will be borne by the selling security holder. The selling security holder, however, will pay any other expenses incurred in selling its common stock, including any brokerage commissions or costs of sale. Following is an itemized statement of all expenses in connection with the issuance and distribution of the securities to be registered. All of the amounts shown are estimates, except for the SEC Registration Fees.
| SEC Registration Fee |
| $ | - |
| Accounting Fees and Expenses |
| $ | 7,000.00 |
| Legal Fees and Expenses |
| $ | 20,000.00 |
| Miscellaneous Fees and Expenses |
| $ | 1,500.00 |
| Total |
| $ | 28,500.00 |
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Under Section 145 of the DGCL, a corporation may indemnify its directors, officers, employees and agents and its former directors, officers, employees and agents and those who serve, at the corporation's request, in such capacities with another enterprise, against expenses (including attorney's fees), as well as judgments, fines and settlements, actually and reasonably incurred in connection with the defense of any action, suit or proceeding (other than an action by or in the right of the corporation) in which they or any of them were or are made parties or are threatened to be made parties by reason of their serving or having served in such capacity. The DGCL provides, however, that such person must have acted in good faith and in a manner he or she reasonably believed to be in (or not opposed to) the best interests of the corporation and, in the case of a criminal action, such person must have had no reasonable cause to believe his or her conduct was unlawful. In addition, the DGCL does not permit indemnification in an action or suit by or in the right of the corporation, where such person has been adjudged liable to the corporation for negligence or misconduct in the performance of his/her duty to the corporation, unless, and only to the extent that, a court determines that such person fairly and reasonably is entitled to indemnity for costs the court deems proper in light of liability adjudication. Indemnity is mandatory to the extent a claim, issue or matter has been successfully defended.
Section 102(b)(7) of the DGCL permits a corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL (relating to unlawful payment of dividends and unlawful stock purchase or redemption) or (iv) for any transaction from which the director derived an improper personal benefit.
Article XIII of the By-Laws of the Company contains provisions which are designed to provide mandatory indemnification of directors and officers of the Company to the full extent permitted by law, as now in effect or later amended. The By-Laws further provide that, if and to the extent required by the DGCL, an advance payment of expenses to a director or officer of the Company that is entitled to indemnification will only be made upon delivery to the Company of an undertaking, by or on behalf of the director or officer, to repay all amounts so advanced if it is ultimately determined that such director is not entitled to indemnification.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following exhibits are filed with this registration statement.
| 3.1 | Certificate of Incorporation, as amended. (Incorporated by reference to Form 10-Q for the fiscal quarter ended July 31, 1992 and Form S-3, dated February 11, 2014.) |
| 3.2 | Amendment to the Certificate of Incorporation. (Incorporated by reference to Form 10-K for the fiscal year ended October 31, 2013.) |
| 3.3 | Certificate of Amendment to the Certificate of Incorporation. (Incorporated by reference to Exhibit 3.1 on Form 8-K, dated September 4, 2014.) |
| 3.4 | Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock. (Incorporated by reference to Exhibit 3.1 of our Form 8-K, dated September 10, 2014.) |
| 3.5 | Amended and Restated By-laws. (Incorporated by reference to Exhibit 3.1 to our Form 8-K dated, November 8, 2012.) |
| 3.6 | Certificate of Amendment to the Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 on Form 8-K, dated June 25, 2015.) |
| 4.1 | Registration Rights Agreement, dated as of April 23, 2013, by and between the Company and Aspire Capital Fund, LLC. (Incorporated by reference to Exhibit 4.3 to our Form S-1, dated April 24, 2013.) |
| 5.1 | Opinion of Duane Morris LLP covering 2,296,006 shares of common stock (Incorporated by reference to our Form S-1 dated June 14, 2013) |
| 5.2 | Opinion of Ellenoff Grossman & Schole LLP covering 325,400 shares of common stock. (Incorporated by reference to Exhibit 5.1 on our Form 8-K dated July 15, 2014.) |
| 5.3 | Opinion of Ellenoff Grossman & Schole LLP covering 9,249,472 shares of common stock issuable upon exercise of a warrant. (Incorporated by reference to Exhibit 5.1 to our Form S-3 filed February 7, 2014.) |
| 5.4 | Opinion of Ellenoff Grossman & Schole LLP covering 2,520,000 shares of common stock and 18,498,943 shares of common stock issuable upon conversion of shares of Series A Convertible Preferred Stock. (Incorporated by reference to Exhibit 5.2 to our Form S-1 filed December 8, 2014.) |
| 10.1 | 2003 Share Incentive Plan. (Incorporated by reference to Exhibit 4 to our Form S-8 dated May 5, 2003.) |
| 10.2 | Amendment No. 1 to the 2003 Share Incentive Plan. (Incorporated by reference to Exhibit 4(e) to our Form S-8 dated November 9, 2004.) |
| 10.3 | Amendment No. 2 to the 2003 Share Incentive Plan. (Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2006.) |
| 10.4 | Amendment No. 3 to the 2003 Share Incentive Plan. (Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2006.) |
| 10.5 | Amendment No. 4 to the 2003 Share Incentive Plan. (Incorporated by reference to Exhibit 4(g) to our Form S-8 dated September 21, 2007.) |
| 10.6 | Amendment No. 5 to the 2003 Share Incentive Plan. (Incorporated by reference to Exhibit 4(g) to our Form S-8 dated January 21, 2009.) |
| 10.7 | Amendment No. 6 to the 2003 Share Incentive Plan. (Incorporated by reference to Exhibit 10.5 to our Form 8-K, dated July 20, 2010.) |
| 10.8 | 2010 Share Incentive Plan. (Incorporated by reference to Exhibit 10.1 to our Form 8-K, dated July 20, 2010.) |
| 10.9 | Amendment No. 1 to the 2010 Share Incentive Plan. (Incorporated by reference to Exhibit 10.1 to our Form 8-K, dated July 7, 2011.) |
| 10.10 | Amendment No. 2 to the 2010 Share Incentive Plan. (Incorporated by reference to Exhibit 10.1 to our Form 8-K, dated September 5, 2012.) |
| 10.11 | Amendment No. 3 to the 2010 Share Incentive Plan (Incorporated by reference to Exhibit 10.1 to our Form 10-Q for the fiscal quarter ended January 31, 2014.) |
| 10.12 | Loan and Pledge Agreement, dated November 2, 2007, by and between Mars Overseas Limited and CopyTele International Ltd. (Incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2008.) |
| 10.13 | Loan and Pledge Agreement, dated November 2, 2007, by and between CopyTele International Ltd. and Mars Overseas Limited. (Incorporated by reference to Exhibit 10.6 to our Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2008.) |
| 10.14 | Employment Agreement, dated as of September 19, 2012, between the Company and Robert Berman. (Incorporated by reference to Exhibit 10.35 to our Form 10-K for the fiscal year ended October 31, 2012.) (Portions of Section 4 of this exhibit have been redacted and filed separately with the Commission in accordance with a request for, and related Order by the Commission, dated May 3, 2013, File No. 0-11254-CF#29240, granting confidential treatment for portions of Section 4 of this exhibit to pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.) |
| 10.15 | Employment Agreement, dated as of September 19, 2012, between the Company and John Roop. (Incorporated by reference to Exhibit 10.36 to our Form 10-K for the fiscal year ended October 31, 2012.) (Portions of Section 4 of this exhibit have been redacted and filed separately with the Commission in accordance with a request for, and related Order by the Commission, dated May 3, 2013, File No. 0-11254-CF#29240, granting confidential treatment for portions of Section 4 of this exhibit to pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.) |
| 10.16 | Consulting Agreement, dated as of September 19, 2012, between the Company and Amit Kumar. (Incorporated by reference to Exhibit 10.37 to our Form 10-K for the fiscal year ended October 31, 2012.) (Portions of Section 4 of this exhibit have been redacted and filed separately with the Commission in accordance with a request for, and related Order by the Commission, dated May 3, 2013, File No. 0-11254-CF#29240, granting confidential treatment for portions of Section 4 of this exhibit to pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.) |
| 10.17 | Securities Purchase Agreement, dated July 15, 2014, between the Company and the Purchasers named therein in connection with the Company’s registered direct offering. (Incorporated by reference to Exhibit 10.1 to Form 8-K, dated July 15, 2014.) |
| 10.18 | Form of Warrant issued to investors in connection with the Company’s registered direct offering. (Incorporated by reference to Exhibit 4.1 to Form 8-K, dated July 15, 2014). |
| 10.19 | Termination Agreements, each dated August 29, 2014, relating to the Company’s transaction with Videocon Industries Limited. (Incorporated by reference to Exhibit 10.20 to our Form S-1 dated December 8, 2014.) |
| 10.20 | Debt Conversion Agreement, dated September 9, 2014, between the Company and Adaptive Capital, LLC. (Incorporated by reference to Exhibit 10.21 to our Form S-1 dated December 8, 2014.) |
| 10.21 | Warrant issued to Adaptive Capital, LLC. (Incorporated by reference to Exhibit 10.22 to our Form S-1 dated December 8, 2014.) |
| 10.22 | At Market Issuance Sales Agreement, dated October 2, 2015, between the Company and National Securities Corporation (Incorporated by reference to Exhibit 10.1 to Form 8-K, dated October 2, 2015.) |
| 21.1 | Subsidiaries of ITUS Corporation. (Filed herewith.) |
| 23.1 | Consent of Haskell & White LLP. (Filed herewith.) |
| 23.2 | Consent of Ellenoff Grossman & Schole LLP. (Included in Exhibits 5.2, 5.3 and 5.4) |
| 101.ins | Instance Document. (Filed herewith.) |
| 101.def | XBRL Taxonomy Extension Definition Linkbase Document. (Filed herewith.) |
| 101.sch | XBRL Taxonomy Extension Schema Document. (Filed herewith.) |
| 101.cal | XBRL Taxonomy Extension Calculation Linkbase Document. (Filed herewith.) |
| 101.lab | XBRL Taxonomy Extension Label Linkbase Document. (Filed herewith.) |
| 101.pre | XBRL Taxonomy Extension Presentation Linkbase Document. (Filed herewith.) |
35
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) If the registrant is relying on Rule 430B:
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
(ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
36
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
37
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California on this 22nd day of January, 2016.
|
| ITUS CORPORATION | |
|
|
|
|
|
| By: | /s/ Robert A. Berman |
|
|
| Name: Robert A. Berman |
|
|
| Title: President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert Berman his true and lawful attorney-in-fact, 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 including post-effective amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
By: /s/ Robert A. Berman January 22, 2016
Robert A. Berman
President, Chief Executive Officer
and Director (Principal Executive Officer)
By: /s/ Henry P. Herms January 22, 2016
Henry P. Herms
Vice President – Finance and
Chief Financial Officer
(Principal Financial and Accounting Officer)
By: /s/ Lewis H. Titterton Jr. January 22, 2016
Lewis H. Titterton Jr.
Chairman of the Board
By: /s/ Dr. Amit Kumar January 22, 2016
Dr. Amit Kumar
Vice Chairman of the Board
By: /s/ Bruce F. Johson January 22, 2016
Bruce F. Johnson
Director
By: /s/ Dale Fox January 22, 2016
Dale Fox
Director
38
Exhibit 21.1
| SUBSIDIARIES OF ITUS CORPORATION | ||
| Name of Company and Name Doing Business |
| Jurisdiction of Organization |
| CopyTele International Ltd. |
| British Virgin Islands |
| CopyTele Marketing Inc. |
| British Virgin Islands |
| ITUS Patent Acquisition Corporation |
| State of Delaware |
| J-Channel Industries Corporation |
| State of Delaware |
| Loyalty Conversion Systems Corporation |
| State of Delaware |
| Secure Web Conference Corporation |
| State of Delaware |
| Encrypted Cellular Communications Corporation | State of Delaware | |
| Auction Acceleration Corp. | State of Delaware | |
| Cyber Instruments Technologies Corporation. | State of Delaware | |
| Anixa Diagnostics Corporation |
| State of Delaware |
| VPN Multicasting Technologies LLC | State of Texas | |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the inclusion in this Post-Effective Amendment No. 2 to Form S-1 on the Registration Statement on Form S-3 (Registration No. 333-193869) of ITUS Corporation (the “Company”) of our report dated December 22, 2015, relating to our audits of the Company’s consolidated financial statements as of October 31, 2015 and 2014, and for each of the years ended October 31, 2015 and 2014, included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2015. We also consent to the reference to us under the heading “Experts” in this Registration Statement.
/s/ Haskell & White LLP
HASKELL & WHITE LLP
Irvine, California
January 22, 2016
Document And Entity Information - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Oct. 31, 2015 |
Jan. 19, 2016 |
Apr. 30, 2015 |
|
| Document and Entity Information [Abstract] | |||
| Entity Registrant Name | ITUS CORPORATION | ||
| Document Type | POS AM | ||
| Current Fiscal Year End Date | --10-31 | ||
| Entity Common Stock, Shares Outstanding | 8,724,878 | ||
| Entity Public Float | $ 23,589,150 | ||
| Amendment Flag | false | ||
| Entity Central Index Key | 0000715446 | ||
| Entity Current Reporting Status | Yes | ||
| Entity Voluntary Filers | No | ||
| Entity Filer Category | Smaller Reporting Company | ||
| Entity Well-known Seasoned Issuer | No | ||
| Document Period End Date | Oct. 31, 2015 | ||
| Document Fiscal Year Focus | 2015 | ||
| Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) |
Oct. 31, 2015 |
Oct. 31, 2014 |
|---|---|---|
| Patents, accumulated amortization (in Dollars) | $ 639,744 | $ 314,453 |
| Property and equipment, accumulated depreciation (in Dollars) | $ 13,617 | $ 48,842 |
| Common stock par value (in Dollars per share) | $ 0.01 | $ 0.01 |
| Common stock, shares authorized | 24,000,000 | 24,000,000 |
| Common stock, shares issued | 8,724,878 | 8,788,176 |
| Common stock, shares outstanding | 8,724,878 | 8,788,176 |
| Preferred Stock [Member] | ||
| Preferred stock par value (in Dollars per share) | $ 100 | $ 100 |
| Preferred stock, shares authorized | 19,860 | 19,860 |
| Preferred stock, shares issued | ||
| Preferred stock, shares outstanding | ||
| Series A Preferred Stock [Member] | ||
| Preferred stock par value (in Dollars per share) | $ 100 | $ 100 |
| Preferred stock, shares issued | 140 | 140 |
| Preferred stock, shares outstanding | 140 | 140 |
CONSOLIDATED STATEMENTS OF OPERATIONS (Parentheticals) - USD ($) |
12 Months Ended | |
|---|---|---|
Oct. 31, 2015 |
Oct. 31, 2014 |
|
| Non-cash Stock Option Compensation Expenses | $ 2,676,309 | $ 3,149,799 |
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS` EQUITY (Parentheticals) - shares |
12 Months Ended | |
|---|---|---|
Oct. 31, 2015 |
Oct. 31, 2014 |
|
| Treasury Stock, Shares, Acquired | 92,232 | |
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 16,000 | |
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parentheticals) - shares |
12 Months Ended | |
|---|---|---|
Oct. 31, 2015 |
Oct. 31, 2014 |
|
| Number of Common Stock Acquired | 92,232 | |
| Number Of Warrants Cancelled | 16,000 | |
| Non-cash acquisition of common shares | 20,000,000 | |
BUSINESS AND FUNDING |
12 Months Ended |
|---|---|
Oct. 31, 2015 | |
| Accounting Policies [Abstract] | |
| Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] |
Description of Business As used herein, “we,” “us,” “our,” the “Company” or “ITUS” means ITUS Corporation and its wholly-owned subsidiaries. From inception through October 2012, our primary operations involved the development of patented technologies in the areas of thin-film displays and encryption. In October of 2012 under the leadership of a new management team, the Company undertook a transformation process to recapitalize the Company, unencumber the Company’s assets, seek reparations from a previous joint development partner, change the Company’s name and ticker symbol, relocate the Company’s headquarters and modernize its systems, and monetize patented technologies developed by the Company, or acquired from third parties. In July of 2015, the Company’s stock was accepted for listing and began trading on the NASDAQ Capital Market. In June of 2015, the Company announced the formation of a new subsidiary, Anixa Diagnostics Corporation, to develop non-invasive blood tests for the early detection of solid tumor based cancers. In July of 2015, Anixa entered into a collaborative research agreement with The Wistar Institute, the nation’s first independent biomedical research institute and a leading National Cancer Institute designated cancer research center, for the purpose of validating Anixa’s cancer detection methodologies and establishing protocols for identifying certain biomarkers in the blood stream identified by Anixa and associated with solid tumors. In October of 2015, Anixa and Wistar announced very favorable results from initial testing of a small group of breast cancer patients and healthy controls. One hundred percent (100%) of the blood samples tested from breast cancer patients showed the presence of the biomarkers identified by Anixa, and none of the healthy patient blood samples contained the biomarkers. A more extensive clinical study is currently being conducted. Over the next several quarters, we expect Anixa to be the primary focus of the Company. As part of our legacy operations, the Company has outsourced a small development project in connection with one of the Company’s thin-film display technologies, and through certain of its subsidiary companies, the Company remains engaged in limited patent licensing activities in the areas of encryption, and advanced materials. We do not expect these activities to be a significant part of the Company’s ongoing operations. Over the past several quarters, our revenue has been derived from technology licensing and the sale of patented technologies, including in connection with the settlement of litigation. In addition to Anixa, the Company expects to make investments in and form new companies to develop additional emerging technologies. AUO Lawsuit and Settlement On December 29, 2014, the Company and AUO Optronics Corporation (“AUO”) entered into a Settlement Agreement (the “Settlement Agreement”) and a Patent Assignment Agreement (the “Patent Assignment Agreement” and together with the Settlement Agreement, the “Agreements”) pursuant to which the Company received an aggregate of $9,000,000 from AUO. The Agreements were entered into to resolve a lawsuit filed by the Company against AUO, relating to the Company’s patented ePaper® Electrophoretic Display, and Nano Field Emission Display (“nFED”) technologies. Background In May 2011, the Company entered into an Exclusive License Agreement (the “EPD License Agreement”) and a License Agreement (the “Nano Display License Agreement”) with AUO (together the “AUO License Agreements”). Under the EPD License Agreement, the Company provided AUO with an exclusive, non-transferable, worldwide license to its ePaper® Electrophoretic Display (“EPD”) patents and technology, in connection with AUO jointly developing EPD products with the Company. Under the Nano Display License Agreement, the Company provided AUO with a non-exclusive, non-transferable, worldwide license to its Nano Field Emission Display patents and technology, in connection with AUO jointly developing nFED products with the Company. On January 28, 2013, the Company terminated the AUO License Agreements due to numerous alleged material and continual breaches of the agreements by AUO. On January 28, 2013, the Company also filed a lawsuit in the United States District Court for the Northern District of California against AUO and E Ink Corporation in connection with the AUO License Agreements, alleging breach of contract, breach of the implied covenant of good faith and fair dealing, fraudulent inducement, unjust enrichment, unfair business practices, and other charges (the “AUO/E Ink Lawsuit”). In June 2013, the Company and AUO agreed to arbitrate the charges (the case against E Ink Corporation had been dismissed without prejudice) (the “AUO/E Ink Arbitration”). The Agreements Pursuant to the Settlement Agreement, AUO paid the Company $2,000,000 in U.S. currency, net of any Taiwanese withholding taxes. The Settlement Agreement further provides that: ● the Company will dismiss the AUO/E Ink Lawsuit and AUO/E Ink Arbitration, with prejudice; ● the AUO License Agreements are terminated; ● AUO gives up all rights to the nFED Technology; ● for a period of two years, the Company agrees not to initiate (whether on its own or through a third party) any patent infringement lawsuits against AUO or its affiliates alleging infringement by AUO’s or AUO’s affiliates products or services, for patents owned or controlled by the Company as of the date of the Settlement Agreement. Any potential damages for patent infringement will toll uninterrupted during this two year period. The prohibition does not apply to patents acquired by the Company after the date of the Settlement Agreement; and ● each of AUO and the Company mutually released each other from all claims that either may have against the other in connection with the AUO License Agreements, including any claims relating to the ePaper® Electrophoretic Display and nFED patents and technologies. Pursuant to the Patent Assignment Agreement, AUO paid the Company $7,000,000 in U.S. currency, net of any Taiwanese withholding taxes in exchange for the Company’s ePaper® Electrophoretic Display patent portfolio for which AUO was previously the exclusive licensee, consisting of: ● 10 active U.S. patents and 1 U.S. pending patent application; and ● 103 expired and/or abandoned U.S. and foreign patents and/or patent applications. In connection with the lawsuit and settlement, the Company incurred a total of approximately $3,604,000 of legal fees and litigation costs. Unwinding of Business Relationship and Interests with Videocon On August 29, 2014, the Company and CopyTele International Ltd., a wholly-owned subsidiary of the Company (the “Subsidiary”), terminated their business relationship (the “Business Relationship”) with Videocon Industries Limited (“Videocon”) and Mars Overseas Limited, an affiliate of Videocon (“Mars” and together with the Company, the Subsidiary and Videocon, the “Parties”). The Business Relationship began in November 2007 and related to a proposed joint development effort between the Company and Videocon to develop a certain Nano Field Emission Display technology (the “Technology”). In connection with the proposed joint venture, (i) the Company granted a non-transferable, worldwide license to Videocon for the Technology (the “License”), (ii) the Subsidiary made a $5 million dollar loan to Mars (the “Subsidiary Loan”), (iii) Mars made an identical $5 million dollar loan to the Subsidiary (the “Mars Loan” and together with the Subsidiary Loan, the “Loans”), (iv) the Company sold to Mars 800,000 shares of the Company’s common stock (the “Shares”) and (v) Global EPC Ventures Limited sold to the Company 1,495,845 global depository receipts of Videocon (the “GDRs”). The Shares and GDRs were subsequently used to secure the Loans. Because Videocon was unable to continue with its joint development responsibilities, the Technology was not jointly developed by the Parties. Accordingly, the Company and Videocon agreed to terminate the Business Relationship. In order to terminate the Business Relationship, the Parties entered into several agreements whereby: (i) the License was terminated, (ii) both of the Loans were canceled and (iii) the Shares and GDRs were exchanged for each other (collectively, the “Termination Transactions”). The result of these Termination Transactions was to undo the initial transactions between the Parties that set forth the Business Relationship. Aside from this business relationship there is no other material relationship between the Parties. In accounting for the unwinding of this business relationship, the Company offset the two loans and then recorded its repurchased shares of common stock at the then current fair value of the GDRs and then retired and cancelled those shares. Funding In November 2013, the Company completed a private placement with a single institutional investor, pursuant to which the Company issued a $3,500,000 principal amount 6% convertible debenture due November 11, 2016. On September 9, 2014, the Company and the holder of the Convertible Debenture agreed to a transaction resulting in the conversion of the principal and accrued interest of the Convertible Debenture into 739,958 shares of the Company’s common stock, and the concurrent conversion of 639,159 of such shares of common stock into 3,500 shares of Series A Convertible Preferred Stock. For further details of this transaction see Note 5 “Convertible Debentures” herein. In July 2014, the Company completed the sale of 640,000 shares of its common stock at the offering price of $6.25 per share. The net proceeds from this sale totaled approximately $3,673,000. See Note 6, “Shareholders’ Equity – Sale of Common Stock” for additional information regarding this transaction. In October 2015, the “Company entered into an At Market Issuance Sales Agreement (the “Agreement”) with National Securities Corporation (“National”) to create an at-the-market equity program under which it may sell up to $10,000,000 worth of its common stock (the “Shares”) from time to time through National, as sales agent. The Company has no obligation to sell any of the Shares, and may at any time suspend offers under the Agreement or terminate the Agreement. The Shares will be issued pursuant to the Company’s previously filed registration statement that was declared effective by the Securities and Exchange Commission (the "SEC") on September 18, 2015. As of October 31, 2015, no Shares have been sold under the Agreement. During the year ended October 31, 2015, cash provided by operating activities was approximately $1,363,000. Cash provided by investing activities was approximately $45,000, which resulted from the proceeds on maturity of certificates of deposit totaling $3,000,000 which was offset by the purchase of certificates of deposit totaling $2,900,000 and the purchase of property and equipment of approximately $55,000. Our cash used in financing activities was approximately $401,000, which resulted from approximately $445,000 for the repurchase of 92,232 shares of our common stock and the cancellation of warrants to purchase 16,000 shares of our common stock, offset by the proceeds from exercise of stock options of approximately $45,000. As a result, our cash, cash equivalents, and short-term investments at October 31, 2015 increased approximately $908,000 to approximately $6,769,000 from approximately $5,861,000 at the end of fiscal year 2014. Based on currently available information as of December 21, 2015, we believe that our existing cash, cash equivalents, short-term investments and expected cash flows will be sufficient to enable us to continue our business activities for at least 12 months. However, our projections of future cash needs and cash flows may differ from actual results. If current cash on hand, cash equivalents, short term investments and cash that may be generated from our business operations are insufficient to satisfy our liquidity requirements, we may seek to sell equity securities or obtain loans from various financial institutions where possible. The sale of additional equity securities or convertible debt could result in dilution to our stockholders. Additionally, the sale of equity securities or issuance of debt securities may be subject to certain security holder approvals or may result in the downward adjustment of the exercise or conversion price of our outstanding securities. We can give no assurance that we will generate sufficient cash flows in the future to satisfy our liquidity requirements or sustain future operations, or that other sources of funding, such as sales of equity or debt, would be available or would be approved by our security holders, if needed, on favorable terms or at all. If we cannot obtain such funding if needed or if we cannot sufficiently reduce operating expenses, we would need to curtail or cease some or all of our operations. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Significant Accounting Policies [Text Block] |
Basis of Presentation The consolidated financial statements include the accounts of ITUS Corporation and its wholly owned subsidiaries. All intercompany transactions have been eliminated. Revenue Recognition Revenue is recognized when (i) persuasive evidence of an arrangement exists, (ii) all obligations have been substantially performed pursuant to the terms of the arrangement, (iii) amounts are fixed or determinable, and (iv) the collectability of amounts is reasonably assured. Patent Licensing In certain instances, our past revenue arrangements have provided for the payment of contractually determined fees in settlement of litigation and in consideration for the grant of certain intellectual property rights for patented technologies owned or controlled by the Company. These arrangements typically include some combination of the following: (i) the grant of a non-exclusive, retroactive and future license to manufacture and/or sell products covered by patented technologies owned or controlled by the Company, (ii) a covenant-not-to-sue, (iii) the release of the licensee from certain claims, and (iv) the dismissal of any pending litigation. In such instances, the intellectual property rights granted have been perpetual in nature, extending until the expiration of the related patents. Pursuant to the terms of these agreements, we had no further obligations. As such, the earnings process was complete and revenue has been recognized upon the execution of the agreement, when collectability was reasonably assured, and when all other revenue recognition criteria were met. Display Technology Development and License Fees We assessed the revenue guidance of Accounting Standards Codification (“ASC”) 605-25 “Multiple-Element Arrangements” (“ASC 605-25”) to determine whether multiple deliverables in our arrangements with AUO represent separate units of accounting. Under the AUO License Agreements, we received initial development and license fees of $3 million, of aggregate development and license fees of up to $10 million. The additional $7 million in development and license fees were to be payable upon completion of certain conditions for the respective technologies. We determined that the transfer of the licensed patents and technology and the effort involved in completion of the conditions for the respective technologies represent a single unit of accounting for each technology. Accordingly, using a proportional performance method, during the third quarter of fiscal year 2011 we began recognizing the $3 million initial development and license fees over the estimated periods that we expected to complete the conditions for the respective technologies. Each of the license agreements also provided for the basis for royalty payments on future production, if any, by AUO to the Company, which we have determined represent separate units of accounting. We did not recognize any portion of the $7 million of additional development and license fees or any royalty income under the AUO License Agreements. As a result of the AUO/E Ink Lawsuit described above we did not record any display technology development and license fee revenue during the period from the fourth quarter of fiscal 2012 through the second quarter of fiscal year 2014 due to uncertainty as to our remaining performance obligations, if any. Based on our assessment performed for the third quarter of fiscal 2014, we determined that we have no further performance obligations under the AUO License Agreements and accordingly we recognized display technology development and license fee revenue of approximately $1,187,000, representing the balance of the initial $3 million payment received from AUO. On December 29, 2014, we settled our lawsuit against AUO and received gross proceeds of $9 million which was recognized as revenue in the first quarter of fiscal 2015 (see Note 1 “Business and Funding – Description of Business - AUO Lawsuit and Settlement “). Inventor Royalties and Contingent Legal Fees Inventor royalties and contingent legal fees are expensed in the consolidated statements of operations in the period that the related revenues are recognized. Anixa Development Expenses Anixa development expenses are expensed in the consolidated statements of operations in the period incurred. Fair Value Measurements ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, establishes a framework for measuring fair value under GAAP, and expands disclosures about fair value measurements. In accordance with ASC 820, we have categorized our financial assets and liabilities, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below. If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. Financial assets and liabilities recorded in the accompanying consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows: Level 1 - Financial instruments whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market which we have the ability to access at the measurement date. Level 2 - Financial instruments whose values are based on quoted market prices in markets where trading occurs infrequently or whose values are based on quoted prices of instruments with similar attributes in active markets. Level 3 – Financial instruments whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the instrument. The following table presents the hierarchy for our financial assets measured at fair value on a recurring basis as of October 31, 2015:
The following table presents the hierarchy for our financial assets measured at fair value on a recurring basis as of October 31, 2014:
The following table presents the hierarchy for our financial liabilities measured at fair value on the transaction date and then adjusted for the subsequent accretion of interest, as of October 31, 2015:
The following table presents the hierarchy for our financial liabilities measured at fair value on the transaction date and then adjusted for the subsequent accretion of interest, as of October 31, 2014:
The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis:
Our non-financial assets that are measured on a non-recurring basis include our property and equipment which are measured using fair value techniques whenever events or changes in circumstances indicate a condition of impairment exists. The estimated fair value of prepaid expenses, accounts payable and accrued expenses approximates their individual carrying amounts due to the short term nature of these measurements. Cash and cash equivalents are stated at carrying value which approximates fair value. Cash and Cash Equivalents Cash equivalents consists of highly liquid, short term investments with original maturities of three months or less when purchased. Short-term Investments At October 31, 2015 and 2014, we had certificates of deposit with maturities greater than 90 days when acquired of $2,400,000 and $2,500,000, respectively, that were classified as short-term investments and reported at fair value. Patents Our only identifiable intangible assets are patents and patent rights. We capitalize patent and patent rights acquisition costs and amortize the cost over the estimated economic useful life. Patent acquisition costs capitalized during the years ended October 31, 2015 and 2014, was approximately $-0- and $3,036,000, respectively. We recorded patent amortization expense of approximately $325,000 and $314,000 during the years ended October 31, 2015 and 2014, respectively. Investment Securities We classify our investment securities as available-for-sale. Available-for-sale securities are recorded at fair value. Unrealized gains and losses, net of the related tax effect, on available-for-sale securities are excluded from earnings and are reported as a component of accumulated other comprehensive income (loss) until realized. Realized gains and losses from the sale of available-for-sale securities are determined on a specific identification basis. Dividend and interest income are recognized when earned. We monitor the value of our investments for indicators of impairment, including changes in market conditions and the operating results of the underlying investment that may result in the inability to recover the carrying value of the investment. Convertible Instruments The Company accounts for hybrid contracts that feature conversion options in accordance with applicable generally accepted accounting principles (“GAAP”). ASC 815 “Derivatives and Hedging Activities,” (“ASC 815”) requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument. The Company accounts for convertible instruments, when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, in accordance with ASC 470-20 “Debt with Conversion and Other Options” (“ASC 470-20”). Under ASC 470-20, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. The Company accounts for convertible instruments (when the Company has determined that the embedded conversion options should be bifurcated from their host instruments) in accordance with ASC 815. Under ASC 815, a portion of the proceeds received upon the issuance of the hybrid contract are allocated to the fair value of the derivative. The derivative is subsequently marked to market at each reporting date based on current fair value, with the changes in fair value reported in results of operations. The conversion features of the convertible debentures issued in January 2013 and November 2013 qualified as embedded derivative instruments and were bifurcated from the host convertible debentures. Derivative liabilities are initially recorded at fair value and are then re-valued at each reporting date, with changes in fair value recognized in earnings during the reporting period. Common Stock Purchase Warrants The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provides a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company's own stock as defined in ASC 815-40 "Contracts in Entity's Own Equity". The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of common stock purchase warrants and other free standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities or equity is required. Income Taxes We recognize deferred tax assets and liabilities for the estimated future tax effects of events that have been recognized in our financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Stock-Based Compensation We maintain stock equity incentive plans under which we may grant non-qualified stock options, incentive stock options, stock appreciation rights, stock awards, performance and performance-based awards, or stock units to employees, non-employee directors and consultants. Stock Option Compensation Expense We account for stock options granted to employees and directors using the accounting guidance in ASC 718 “Stock Compensation” (“ASC 718”). In accordance with ASC 718, we estimate the fair value of service based options and performance based options on the date of grant, using the Black-Scholes pricing model. For options vesting if the trading price of the Company’s common stock achieves a defined target, we use a Monte Carlo simulation in estimating the fair value at grant date. We recognize compensation expense for stock option awards over the requisite or implied service period of the grant. With respect to performance based awards, compensation expense is recognized when the performance target is deemed probable. We recorded stock-based compensation expense, related to stock options granted to employees and directors, of approximately $2,192,000 and $2,128,000, during the years ended October 31, 2015 and 2014, respectively. Included in stock-based compensation cost for employees and directors during the years ended October 31, 2015 and 2014 was approximately $2,092,781 and $1,426,000, respectively, related to the amortization of compensation cost for stock options granted in prior periods but not yet vested. As of October 31, 2015, there was unrecognized compensation cost related to non-vested stock options granted to employees and directors, related to service based options of approximately $432,000 which will be recognized over a weighted-average period of 1.1 years. We account for stock options granted to consultants using the accounting guidance included in ASC 505-50 “Equity-Based Payments to Non-Employees” (“ASC 505-50”). In accordance with ASC 505-50, we estimate the fair value of service based stock options and performance based options at each reporting period, using the Black-Scholes pricing model. For options vesting if the trading price of the Company’s common stock achieves a defined target we estimate the fair value at each reporting period using a Monte Carlo simulation. We recognize compensation expense for service based stock options and options subject to market conditions over the requisite or implied service period of the grant. For performance based awards, compensation expense is recognized when the performance target is achieved. We recorded consulting expense, related to stock options granted to consultants, during the years ended October 31, 2015 and 2014 of approximately $484,000 and $1,022,000, respectively. Stock-based consulting expense for the years ended October 31, 2015 and 2014 includes approximately $484,000 and $964,000, respectively, related to the amortization of compensation cost for stock options granted in prior periods but vested in the current period. As of October 31, 2015, there was no unrecognized consulting expense related to non-vested stock options granted to consultants. Fair Value Determination We use the Black-Scholes pricing model in estimating the fair value of stock options which vest over a specific period of time or upon achieving performance targets. To determine the weighted average fair value of stock options on the date of grant, employees and directors are included in a single group. The fair value of stock options granted to consultants is determined on an individual basis. The stock options we granted during the year ended October 31, 2015 consisted of awards with 10-year terms that vest over one year, options with 10-year terms that vest over 36 months. The stock options we granted during the year ended October 31, 2014 consisted of awards with 10-year terms that vest over one year, options with 10-year terms that vest over 36 months, options with 5-year terms which vest immediately and options with 10-year terms which vest upon achievement of performance milestones. The following weighted average assumptions were used in estimating the fair value of stock options granted during the years ended October 31, 2015 and 2014:
The expected term of stock options represents the weighted average period the stock options are expected to remain outstanding. We use the simplified method to determine expected term. The simplified method was adopted since we do not believe that historical experience is representative of future performance because of the impact of the changes in our operations and the change in terms from historical options which vested immediately to terms including vesting periods of up to three years. Under the Black-Scholes pricing model, we estimated the expected volatility of our shares of common stock based upon the historical volatility of our share price over a period of time equal to the expected term of the options. We estimated the risk-free interest rate based on the implied yield available on the applicable grant date of a U.S. Treasury note with a term equal to the expected term of the underlying grants. We made the dividend yield assumption based on our history of not paying dividends and our expectation not to pay dividends in the future. Under ASC 718, the amount of stock-based compensation expense recognized is based on the portion of the awards that are ultimately expected to vest. Accordingly, if deemed necessary, we reduce the fair value of the stock option awards for expected forfeitures, which are forfeitures of the unvested portion of surrendered options. Based on our historical experience and future expectations, we have not reduced the amount of stock-based compensation expenses for anticipated forfeitures. We will reconsider use of the Black-Scholes pricing model if additional information becomes available in the future that indicates another model would be more appropriate. If factors change and we employ different assumptions in the application of ASC 718 in future periods, the compensation expense that we record under ASC 718 may differ significantly from what we have recorded in the current period. Net Loss Per Share of Common Stock In accordance with ASC 260, “Earnings Per Share”, basic net loss per common share (“Basic EPS”) is computed by dividing net loss by the weighted average number of common shares outstanding. Diluted net loss per common share (“Diluted EPS”) is computed by dividing net loss by the weighted average number of common shares and dilutive common share equivalents and convertible securities then outstanding. Diluted EPS for all years presented is the same as Basic EPS, as the inclusion of the effect of common share equivalents then outstanding would be anti-dilutive. For this reason, excluded from the calculation of Diluted EPS for the years ended October 31, 2015 and 2014, were options to purchase 2,672,471 and 3,002,550 shares, respectively, warrants to purchase 1,028,931 shares and 1,044,931 shares, respectively, preferred stock convertible into 739,958 shares. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are used for, but not limited to, determining stock-based compensation, asset impairment evaluations, tax assets and liabilities, license fee revenue, the allowance for doubtful accounts, depreciation lives and other contingencies. Actual results could differ from those estimates. Effect of Recently Issued Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers. This amendment updates addressing revenue from contracts with customers, which clarifies existing accounting literature relating to how and when a company recognizes revenue. Under the standard, a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. This standard update is effective for interim and annual reporting periods beginning after December 15, 2016, and are to be applied retrospectively or the cumulative effect as of the date of adoption, with early application not permitted. In July 2015, a one year deferral of the effective date of the new guidance was approved. We are currently evaluating the impact ASU 2014-09 will have on our consolidated financial statements and related disclosures. In June 2014, the FASB issued Accounting Standards Update 2014-12 (“ASU 2014-12”), Compensation – Stock Compensation. This amendment requires that a performance target that affects vesting and could be achieved after the requisite service period shall be treated as a performance condition. Adoption of this standard is required for annual periods beginning after December 15, 2015. Early adoption is permitted. We are currently evaluating the impact ASU 2014-12 will have on our consolidated financial statements and related disclosures. In August 2014, the FASB issued Accounting Standards Update 2014-15 (“ASU 2014-15”). This amendment requires management to assess an entity’s ability to continue as a going concern every reporting period including interim periods, and to provide related footnote disclosure in certain circumstances. Adoption of this standard is required for annual periods beginning after December 15, 2016 and are to be applied retrospectively or the cumulative effect as of the date of adoption. We do not expect this update to have a significant impact on our consolidated financial statements. In April 2015, the FASB issued Accounting Standards Update 2015-03 (“ASU 2015-03”) to simplify the presentation of debt issuance costs. This amendment requires debt issuance costs be presented on the balance sheet as a direct reduction from the carrying amount of the debt liability, consistent with debt discounts or premiums. Adoption of this standard is required for interim and annual periods beginning after December 15, 2015 and is to be applied retrospectively. We are currently evaluating the impact ASU 2015-03 will have on our consolidated financial statements and related disclosures. In November 2015, the FASB issued Accounting Standards Update 2015-17 (“ASU 2015-17”) to simplify the presentation of deferred taxes. This amendment requires that all deferred tax assets and liabilities, along with any related valuation allowances, be classified as noncurrent on the balance sheet. Adoption of this standard is required for annual periods beginning after December 15, 2016. We are currently evaluating the impact ASU 2015-17 will have on our consolidated financial statements and related disclosures. Concentration of Credit Risks Financial instruments that potentially subject us to concentrations of credit risk are cash equivalents, short-term investments and accounts receivable. Cash equivalents are primarily highly rated money market funds. Short-term investments are certificates of deposit within federally insured limits. Where applicable, management reviews our accounts receivable and other receivables for potential doubtful accounts and maintains an allowance for estimated uncollectible amounts. Our policy is to write-off uncollectable amounts at the time it is determined that collection will not occur. Three licensees accounted for 53%, 37% and 10%, respectively, of revenues from patent licensing activities during fiscal year 2015. Four licensees accounted for 22%, 16%, 14% and 10%, respectively, of revenues from patent licensing activities during fiscal year 2014. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INVESTMENTS |
12 Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 31, 2015 | ||||||||||||||||
| Investments Schedule [Abstract] | ||||||||||||||||
| Investment [Text Block] |
Short-term Investments At October 31, 2015 and October 31, 2014, we had of certificates of deposit totaling $2,400,000 and $2,500,000, respectively. Terms of the certificates of deposit generally range from greater than three months to nine months. Investment in Videocon Our investment in Videocon was classified as an "available-for-sale security" and reported at fair value, with unrealized gains and losses excluded from operations and reported as component of accumulated other comprehensive income (loss) in shareholders’ equity. The original cost basis of $16,200,000 was determined using the specific identification method. The fair value of the Videocon GDRs is based on the price on the Luxembourg Stock Exchange, which price is based on the underlying price of Videocon’s equity shares which are traded on stock exchanges in India with prices quoted in rupees. ASC 320 “Investments-Debt and Equity Securities” (“ASC 320”) and SEC guidance on other than temporary impairments of certain investments in equity securities requires an evaluation to determine if the decline in fair value of an investment is either temporary or other than temporary. Unless evidence exists to support a realizable value equal to or greater than the carrying cost of the investment, an other than temporary impairment should be recorded. At each reporting period we assessed our investment in Videocon to determine if a decline that is other than temporary has occurred. In evaluating our investment in Videocon during fiscal year 2014, we determined that based on both the duration and the continuing magnitude of the market price decline compared to the carrying cost, a write-down of the investment of approximately $63,000 should be recorded and a new cost basis of approximately $4,135,000 should be established. On August 29, 2014, we exchanged the Videocon GDRs for 800,000 shares of our common stock, see Note 1 “Business and Funding – Description of Business – Unwinding of Business Relationship and Interest with Videocon”. On a cumulative basis, we have recorded other than temporary impairments in our investment in Videocon GDRs of approximately $12,065,000. The fair value of the Videocon GDRs on August 29, 2014, the date of disposition, was follows:
|
|||||||||||||||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Payables and Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||
| Accounts Payable and Accrued Liabilities Disclosure [Text Block] |
Accounts payable and accrued liabilities consist of the following as of:
|
||||||||||||||||||||||||||||||||||||||||||||||||
CONVERTIBLE DEBENTURES |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Text Block] |
Convertible Debenture due January 2015 In January 2013, the Company received aggregate gross proceeds of $1,765,000 from the issuance of 8% convertible debentures due January 25, 2015 (“Convertible Debenture due January 2015”), of which $250,000 was received from our current President, Chief Executive Officer and director, and two other directors of the Company. The debentures paid interest quarterly and were convertible into shares of our common stock at a conversion price of $3.75 per share on or before January 25, 2015. The embedded conversion feature had certain weighted average anti-dilution protection provisions which would be triggered if the Company issues its common stock, or certain common stock equivalents, (as defined) at a price below $3.75 per share. The Company had the option to pay any interest on the debentures in common stock based on the average of the closing prices of our common stock for the 10 trading days immediately preceding the interest payment date. The Company also had the option to pay any interest on the debentures with additional debentures. The Company had the right to prepay the debentures at any time without penalty upon 30 days prior notice but only if the sales price of the common stock is at least $7.50 for 20 trading days in any 30-day trading period ending no more than 15 days before the Company’s prepayment notice. In conjunction with the issuance of the debentures, the Company issued warrants (the “Convertible Debenture Warrant”) to purchase 235,310 shares of its common stock. Each warrant grants the holder the right to purchase one share of the Company’s common stock at the purchase price of $7.50 per share on or before January 25, 2016. The Convertible Debenture Warrant may be exercised on a cashless basis only if there is not an effective registration statement covering such shares. The Company determined, based upon authoritative guidance, that the conversion feature embedded within the Convertible Debenture due January 2015 should be valued separately and bifurcated from the host instrument and accounted for as a free-standing derivative liability and that the Convertible Debenture Warrant should also be valued and accounted for separately as an equity instrument. The Company determined the fair value of each of the three elements included within the Convertible Debenture due January 2015. The debenture portion (without the conversion feature) bearing interest at 8% was determined to be a debt instrument with a fair value of $1,490,000. The embedded conversion feature was determined to be a derivative liability with a fair value of $1,180,000. The Convertible Debenture Warrant was determined to be an equity instrument with a fair value of $370,000. The Company determined the fair value of each of these instruments based upon the assumptions and methodologies as discussed below. Since the Convertible Debenture Warrant was determined to be an equity instrument, the Company first computed the relative fair value of the Convertible Debenture due January 2015 (including the value of its conversion feature) with a fair value of $2,670,000 and the Convertible Debenture Warrant with a fair value of $370,000. Accordingly, the relative fair value of the Convertible Debenture Warrant and the Convertible Debenture due January 2015 (including the value of its conversion feature) was determined to be $214,819 and $1,550,181, respectively. Then, from the relative fair value of the Convertible Debenture due January 2015, the Company deducted in full the fair value of the embedded conversion feature of $1,180,000. The discount of $1,394,819 applied to the face value of the Convertible Debenture due January 2015 consists of the sum of the relative fair value of the Convertible Debenture Warrant of $214,819 and the full value of the bifurcated conversion option derivative liability of $1,180,000. The Convertible Debenture due January 2015 was recorded at a net value of $370,181, representing its face value of $1,765,000, less aggregate discounts for the derivative liability and warrant of $1,394,819, as summarized in the table below.
Accordingly, the Company accounted for the full amount of the discount as an offset to the Convertible Debenture due January 2015, amortizable under the effective interest method over the term of the debenture. The Company calculated the fair value of the embedded conversion feature of the Convertible Debenture due January 2015 using a Monte Carlo simulation, with the observable assumptions as provided in the table below. The significant unobservable inputs used in the fair value measurement of the reporting entity’s embedded conversion feature are expected stock prices, levels of trading and liquidity of the Company stock, probability of default of the host instrument, and loss severity in the event of such default. Significant increases in the expected stock prices and expected liquidity would result in a significantly higher fair value measurement. Significant increases in either the probability or severity of default of the host instrument would result in a significantly lower fair value measurement.
The Company calculated the fair value of the Convertible Debenture Warrant issued on January 25, 2013 using the Black-Scholes option pricing model with the following assumptions:
The Company determined the fair value of the Convertible Debenture due January 2015 by preparing an analysis of discounted cash flows, using a discount rate of 18.6%, which the Company deemed appropriate given the Company’s current risk scenarios. In connection with the Convertible Debenture due January 2015, the Company provided compensation to the placement agent consisting of a cash fee of $41,400 and a warrant for the purchase of 11,041 shares of the Company’s common stock (“Placement Agent Warrant”). The terms of the Placement Agent Warrant are identical to the terms of the Convertible Debenture Warrant, and using Black-Scholes, upon issuance, was determined to have a fair value of $17,360. Assumptions for the valuation of the Placement Agent Warrant were identical to those provided above for the Convertible Debenture Warrant. In addition, issuance costs included legal fees of approximately $25,000. The sum of the issuance costs was $83,760, and this cost was allocated as provided below:
In connection with the issuance of the Convertible Debenture due January 2015, on April 24, 2013, the Company prepared and filed a registration statement registering for resale the shares of its common stock which may be issued upon the conversion of the debenture consistent with the terms and conditions of the registration rights agreement the Company entered into with the holders of the registrable shares listed above. The registration statement was declared effective by the SEC on June 19, 2013. The Company has agreed to maintain the effectiveness of the registration statement through the earlier of three years from the date of the issuance of the Convertible Debenture due January 2015 or until Rule 144 of the Securities Act is available to the holders to allow them to sell all of their registrable securities thereunder. The derivative liability related to the embedded conversion feature was revalued at each reporting period as well as on the date of all conversions, as discussed, below. As of October 31, 2013, the Company determined the fair value of the derivative liability to be $540,000, and accordingly, during the year ended October 31, 2013, the Company recorded a gain on the change in the fair value of the derivative liability of approximately $475,000. As of October 31, 2014, the Company determined the fair value of the derivative liability to be $-0-, as the full value of the Convertible Debenture due January 2015 was converted and/or repaid in full during the year ended October 31, 2014 and accordingly, during the year ended October 31, 2014, the Company recorded a loss on the change in the fair value of the derivative of approximately $1,131,000. As of October 31, 2013, the Company calculated the fair value of the embedded conversion feature of the Convertible Debenture due January 2015 using a Monte Carlo simulation, with the observable assumptions as provided in the table below. The significant unobservable inputs used in the fair value measurement of the reporting entity’s embedded conversion feature are expected stock prices, levels of trading and liquidity of the Company stock, probability of default of the host instrument, and loss severity in the event of such default. Significant increases in the expected stock prices and expected liquidity would result in a significantly higher fair value measurement. Significant increases in either the probability or severity of default of the host instrument would result in a significantly lower fair value measurement.
The fair value of the derivative liability associated with the conversions and repayments of the Convertible Debenture due January 2015 was approximately $1,671,000 immediately prior to the conversions and repayments. As of April 30, 2014, the Convertible Debenture due January 2015 was extinguished in full. However, the Company needed to determine the fair value of the derivative liability for the embedded conversion feature immediately prior to the conversion, in order to determine the change in the fair value of the derivative for the period. The Company determined to measure the derivative immediately prior to the conversion at its intrinsic value, since this method most fairly measured the value of the derivative liability. The intrinsic value computation is provided below.
The amortization of debt discount related to the Convertible Debenture due January 2015 was approximately $-0- and $233,000, for the years ended October 31, 2015 and 2014, respectively. During the year ended October 31, 2013, holders of $325,000 and $5,878 of principal and interest, respectively, of the Convertible Debenture due January 2015, converted their holdings into an aggregate of 86,671 and 805 shares of Common Stock. During the year ended October 31, 2014, holders of $1,240,000 and $9,000 of principal and interest, respectively, of the Convertible Debenture due January 2015, converted their holdings into an aggregate of 330,683 and 1,185 shares of common stock and holders of $200,000 of principal of the Convertible Debenture due January 2015 consented to prepayment (without conversion) of obligations to them under the instrument’s prepayment provisions. During the year ended October 31, 2014, in connection with these conversions and prepayments, the Company recorded losses on extinguishment of debt in the amount of $482,915. These losses represent the excess of the fair value of Common Stock on the date of conversion over the net book value of the debt on the date of conversion. Since the conversion feature on the Convertible Debenture due January 2015 was determined to be a derivative liability, the net book value includes both the value of the debt, net of discount, and the portion of the derivative liability related to its conversion feature. The loss on extinguishment of debt was calculated as follows:
Convertible Debenture due November 2016 In November 2013, the Company received aggregate gross proceeds of $3,500,000 from the issuance of 6% convertible debentures due November 11, 2016 (“Convertible Debenture due November 2016”). The debentures paid interest annually and were convertible into shares of our common stock at a conversion price of $4.73 per share on or before November 11, 2016. The embedded conversion feature had certain weighted average anti-dilution protection provisions which would be triggered if the Company issues its common stock, or certain common stock equivalents, (as defined) at a price below $3.55 per share. The Company had the option to pay any interest on the debentures in common stock based on 90% of the volume weighted average closing sales price of our common stock for the 30 trading days immediately preceding the interest payment date. In conjunction with the issuance of the debentures, the Company issued warrants (the “Convertible Debenture Warrant”) to purchase 369,979 shares of its common stock. Each warrant granted the holder the right to purchase one share of the Company’s common stock at an initial fixed purchase price of $9.46 per share (see discussion below of amendment to warrant exercise price) on or before November 11, 2016. The Convertible Debenture Warrant may be exercised on a cashless basis only if there is not an effective registration statement covering such shares. The Company determined, based upon authoritative guidance, that the conversion feature embedded within the Convertible Debenture due November 2016 should be valued separately and bifurcated from the host instrument and accounted for as a free-standing derivative liability and that the Convertible Debenture Warrant should also be valued and accounted for separately as an equity instrument. The Company determined the fair value of each of the three elements included within the Convertible Debenture due November 2016. The debenture portion (without the conversion feature) bearing interest at 6% was determined to be a debt instrument with a fair value of $2,710,000. The embedded conversion feature was determined to be a derivative liability with a fair value of $1,570,000. The Convertible Debenture Warrant was determined to be an equity instrument with a fair value of $740,000. The Company determined the fair value of each of these instruments based upon the assumptions and methodologies as discussed below. Since the Convertible Debenture Warrant was determined to be an equity instrument, the Company first computed the relative fair value of the Convertible Debenture due November 2016 (including the value of its conversion feature) with a fair value of $4,280,000 and the Convertible Debenture Warrant with a fair value of $740,000. Accordingly, the relative fair value of the Convertible Debenture Warrant and the Convertible Debenture due November 2016 (including the value of its conversion feature) was determined to be $515,936 and $2,984,064, respectively. Then, from the relative fair value of the Convertible Debenture due November 2016, the Company deducted in full the fair value of the embedded conversion feature of $1,570,000. The discount of $2,085,936 applied to the face value of the Convertible Debenture due November 2016 consists of the sum of the relative fair value of the Convertible Debenture Warrant of $515,936 and the full value of the bifurcated conversion option derivative liability of $1,570,000. The Convertible Debenture due November 2016 was recorded at a net value of $1,414,064, representing its face value of $3,500,000, less aggregate discounts for the derivative liability and warrant of $2,085,936, as summarized in the table below.
Accordingly, the Company accounted for the full amount of the discount as an offset to the Convertible Debenture due November 2016, amortizable under the effective interest method over the term of the debenture. The Company calculated the fair value of the embedded conversion feature of the Convertible Debenture due November 2016 using a Monte Carlo simulation, with the observable assumptions as provided in the table below. The significant unobservable inputs used in the fair value measurement of the reporting entity’s embedded conversion feature are expected stock prices, levels of trading and liquidity of the Company stock, probability of default of the host instrument, and loss severity in the event of such default. Significant increases in the expected stock prices and expected liquidity would result in a significantly higher fair value measurement. Significant increases in either the probability or severity of default of the host instrument would result in a significantly lower fair value measurement.
The Company calculated the fair value of the Convertible Debenture Warrant issued on November 11, 2013 using a Black Scholes Model, with the observable assumptions as provided in the table below. The significant unobservable inputs used in the fair value measurement of the reporting entity’s warrant value are expected stock prices, levels of trading and liquidity of the Company stock, probability of default of the host instrument, and loss severity in the event of such default. Significant increases in the expected stock prices and expected liquidity would result in a significantly higher fair value measurement. Significant increases in either the probability or severity of default of the host instrument would result in a significantly lower fair value measurement:
The Company determined the fair value of the Convertible Debenture due November 2016 by preparing an analysis of discounted cash flows, using a discount rate of 16.0%, which the Company deemed appropriate given the Company’s current risk scenarios. In connection with the issuance of the Convertible Debenture due November 2016, the Company incurred legal costs which were allocated as provided below:
In connection with the issuance of the Convertible Debenture due November 2016, on February 7, 2014, the Company prepared and filed a registration statement registering for resale the shares of its common stock which may be issued upon the conversion of the debenture and exercise of the warrant consistent with the terms and conditions of the debenture agreement the Company entered into with the holders of the registrable shares listed above. The Company has agreed to maintain the effectiveness of the registration statement through the earlier of three years from the date of the issuance of the Convertible Debenture due November 2016 or until Rule 144 of the Securities Act is available to the holders to allow them to sell all of their registrable securities thereunder. On September 9, 2014, holders of $3,500,000 and approximately $173,000 of principal and interest, respectively, of the Convertible Debenture due November 2016, converted their holdings into an aggregate of 739,958 shares of common stock the (“Conversion Common Stock”). In addition, the Company exchanged and reissued the warrant for the purchase of 369,979 shares of common stock, and upon the reissuance, lowered the exercise price to $7.75 per share. There was no change to the term of the warrant. Immediately after the conversion, the holders exchanged 639,158 shares of the Conversion Common Stock into 3,500 shares of Series A Convertible Preferred Stock. Shortly thereafter, the Company retired and cancelled the 639,158 shares of common stock received in the exchange. In connection with this conversion, the Company recorded a loss on conversion/exchange of approximately $2,216,000, as summarized below. This loss represents the excess of the fair value of the common stock issued, net of the shares of common stock exchanged for the issuance of 3,500 shares of Series A Convertible Preferred Stock, plus the fair value of the Series A Convertible Preferred Stock, on the date of the conversion, over the net book value of the debt on the date of conversion. Since the conversion feature on the Convertible Debenture due November 2016 was determined to be a derivative liability, the net book value includes the value of the debt, net of debt discount and deferred issuance costs, plus accrued interest and the derivative liability related to the conversion feature (after being marked to market) on the conversion date, and the change in the fair value of the warrant on the date of the conversion. Because the conversion rate of the Series A Convertible Preferred Stock of $4.73 per share was less than the Company’s closing stock price on the date of this transaction, the Company determined that the Series A Convertible Preferred Stock contained a beneficial conversion feature. The beneficial conversion feature was recorded in additional paid-in-capital as a result of the Company’s accumulated deficit. The loss on extinguishment of debt was determined as follows:
On September 9, 2014, the Convertible Debenture due November 2016 was extinguished in full. The Company needed to determine the fair value of the derivative liability for the embedded conversion feature immediately prior to the conversion, in order to determine the change in the fair value of the derivative for the period. The Company determined to measure the derivative immediately prior to the conversion at its intrinsic value, since this method most fairly measured the value of the derivative liability. The intrinsic value computation is provided below.
The derivative liability related to the embedded conversion feature was revalued at each reporting period as well as on the date of all conversions. The value of the derivative liability associated with the conversion of the Convertible Debenture due November 2016 during the year ended October 31, 2014 was approximately $1,032,000. As of October 31, 2014, the Company determined the fair value of the derivative liability to be $-0-, as the full value of the Convertible Debenture due November 2016 was converted in full during the year ended October 31, 2014. During the year ended October 31, 2014, the Company recorded gains on the change in fair value of the derivative liability of approximately $538,000. The Company calculated the fair value of the embedded conversion feature of the Convertible Debenture due November 2016 using a Monte Carlo simulation. The significant unobservable inputs used in the fair value measurement of the reporting entity’s embedded conversion feature are expected stock prices, levels of trading and liquidity of the Company stock, probability of default of the host instrument, and loss severity in the event of such default. Significant increases in the expected stock prices and expected liquidity would result in a significantly higher fair value measurement. Significant increases in either the probability or severity of default of the host instrument would result in a significantly lower fair value measurement. The amortization of debt discount related to the Convertible Debenture due November 2016 for the years ended October 31, 2015 and 2014 was approximately $-0- and $401,000, respectively. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SHAREHOLDERS' EQUITY |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stockholders' Equity Note [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stockholders' Equity Note Disclosure [Text Block] |
Sale of Common Stock On July 15, 2014, the Company, raised $4,000,000 of gross proceeds via a registered direct offering of its common stock to certain investors (the “Investors”) (the “Offering”). The Company sold an aggregate of 640,000 shares of common stock and warrants to purchase an aggregate of 320,000 shares of common stock. The purchase price of one share of common stock and a warrant to purchase ½ of a share of common stock was $6.25. The warrants are exercisable immediately as of the date of issuance at an exercise price of $10.00 per share and expire five years from the date of issuance. The exercise price of the warrants is subject to customary adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions. Under certain circumstances, the Company has the right to call for cancellation of warrants for which a notice of exercise has not yet been delivered for consideration equal to $.025 per share. The Offering was effected as a takedown off the Company’s shelf registration statement on Form S-3, which became effective on April 25, 2014, pursuant to a prospectus supplement filed with the SEC. Reverse Stock Split On June 26, 2015, we effected a 1-for-25 reverse stock split (the “Stock Split”) of our issued common stock and preferred stock. Each shareholders’ percentage ownership and proportional voting power remained unchanged as a result of the Stock Split. All applicable share data, per share amounts and related information in the consolidated financial statements and notes thereto have been adjusted retroactively to give effect to the Stock Split. As a result of the Stock Split, the number of shares of our common stock and preferred stock authorized was also decreased by the same proportion as the outstanding shares. Common Stock Issuances During the years ended October 31, 2015 and 2014, we issued 11,600 shares and 12,400 shares, respectively, of common stock to consultants for services rendered, pursuant to the 2010 Share Plan. We recorded consulting expense for the years ended October 31, 2015 and 2014 of approximately $46,000 and $85,000, respectively, for shares of common stock issued to consultants. Stock Option Plans As of October 31, 2015, we have two stock option plans: the 2003 Share Plan and the 2010 Share Plan which were adopted by our Board of Directors on April 21, 2003 and July 14, 2010, respectively. The 2003 Share Plan provides for the grant of nonqualified stock options, stock appreciation rights, stock awards, performance awards and stock units to key employees and consultants. The maximum number of shares of common stock in the 2003 Share Plan was 2,800,000 shares. The 2003 Share Plan was administered by the Stock Option Committee through June 2004, from June 2004 through July 2010, by the Board of Directors, from July 2010 through August 2012, by the Stock Option Committee, from August 2012 through November 2012, by the Executive Committee of the Board of Directors and since November 2012, by the Board of Directors, which determined the option price, term and provisions of each option. The exercise price with respect to all of the options granted under the 2003 Share Plan since its inception was equal to the fair market value of the underlying common stock at the grant date. In accordance with the provisions of the 2003 Share Plan, the plan terminated with respect to the grant of future options on April 21, 2013. Information regarding the 2003 Share Plan for the two years ended October 31, 2015 is as follows:
The following table summarizes information about stock options outstanding and exercisable under the 2003 Share Plan as of October 31, 2015:
The 2010 Share Plan provides for the grant of nonqualified stock options, stock appreciation rights, stock awards, performance awards and stock units to key employees and consultants. The maximum number of shares of common stock in the 2010 Share Plan was initially 600,000 shares. On July 6, 2011, the 2010 Share Plan was amended by our Board of Directors to increase the maximum number of shares of common stock in the plan to 1,080,000 shares and on August 29, 2012, the maximum number of shares in the plan was further increased to 1,200,000 shares. On November 8, 2013, the Board of Directors approved an amendment to provide that effective November 8, 2013, the maximum aggregate number of shares available for future issuance will be 800,000 shares and that on the first business day in 2014 and on the first business day of each calendar year thereafter the maximum aggregate number of shares available for future issuance shall be replenished such that 800,000 shares will be available. Accordingly, on November 8, 2013, January 2, 2014 and January 2, 2015, the number of shares in the 2010 Share Plan was increased to 1,956,999 shares, 2,225,399 shares and 2,569,399 shares, respectively. In addition, on November 8, 2013, the 2010 Share Plan was amended to provide that on January 2nd of each year commencing on January 2, 2014, each non-employee director of the Company at that time shall automatically be granted a 10 year stock option to purchase 12,000 shares of common stock (16,000 for the Chairman) that will vest in four equal quarterly installments. The 2010 Share Plan was administered by the Stock Option Committee through August 2012, from August 2012 through November 2012, by the Executive Committee of the Board of Directors and since November 2012, by the Board of Directors, which determines the option price, term and provisions of each option. The exercise price with respect to all of the options granted under the 2010 Share Plan was equal to the fair market value of the underlying common stock at the grant date. As of October 31, 2015, the 2010 Share Plan had 988,995 shares available for future grants. Information regarding the 2010 Share Plan as of October 31, 2015 is as follows:
The following table summarizes information about stock options outstanding under the 2010 Share Plan as of October 31, 2015:
In addition to options granted under the 2003 Share Plan and the 2010 Share Plan, in September 2012, the Board of Directors approved the grant of stock options to purchase 1,660,000 shares and, during the year ended October 31, 2013, the Board of Directors approved the grant of stock options to purchase 120,000 shares. Of the stock options granted in September 2012, nonqualified options to purchase 1,600,000 shares were issued to our new executive team, consisting of 640,000 stock options issued to our new President and Chief Executive Officer, 320,000 stock options issued to our new Senior Vice President of Engineering and 640,000 stock options issued to a new strategic advisor to the Company who was also a Director. These stock options had an exercise price of $5.44 (the average of the high and the low sales price of the common stock on the trading day immediately preceding the approval of such options by the Board of Directors) and have a term of ten years. Half of these stock options vest in 36 equal monthly installments commencing on October 31, 2012, provided that if the grantees are terminated by the Company without cause, an additional 12 months of vesting will be accelerated and such accelerated options will become immediately exercisable. The balance of the stock options will vest in three equal installments upon achievement of a cash milestone, which was satisfied in the fourth quarter of fiscal 2013, and two stock price targets, which were not achieved in fiscal 2013. In November 2013, in light of the cost and expense of revaluing the unvested portion of the performance-based stock options on a quarterly basis for financial reporting purposes, the Board of Directors approved an amendment to the performance-based stock options awarded on September 19, 2012 to the President and Chief Executive Officer, Senior Vice President of Engineering and the strategic advisor. The amendment modifies the option award’s vesting conditions to provide that the unvested portion of the stock options vest in 23 consecutive monthly installments commencing November 30, 2013. The fair value of these options was recalculated to reflect the change to service based options as of November 8, 2013 and the unrecognized compensation amount was adjusted to reflect the increase in fair value. As of October 31, 2015, the options to purchase 1,600,000 shares were exercisable and had an intrinsic value of $1,832,000, based on our closing share price on October 31, 2015 of $3.72. These stock options otherwise have the same terms and conditions as options granted under the Company’s 2010 Share Incentive Plan. The remaining nonqualified stock options granted in September 2012 to purchase 60,000 shares consisted of grants of 30,000 stock options to our Chairman in compensation for his service as interim Chief Executive Officer of the Company and as compensation for his prior service as a director, and 30,000 stock options to a director in compensation for his service in recruiting the Company’s new management team. These stock options had an exercise price of $5.56 (the average of the high and low sales price on September 21, 2012). The options vest in 3 equal annual installments commencing on September 21, 2012 and have a term of ten years. As of October 31, 2015, these options were exercisable and had an intrinsic value of approximately $34,000, based on our closing share price on October 31, 2015 of $3.72. These stock options otherwise have the same terms and conditions as options granted under the Company’s 2010 Share Incentive Plan. During the year ended October 31, 2013, nonqualified stock options to purchase 120,000 shares were granted to our outside directors for service rendered to our Company. Of these options, (a) In November 2012, nonqualified stock options to purchase 40,000 shares were issued to one of our directors as additional compensation for service in recruiting the Company’s new management team. These options have an exercise price of $5.28 (the average of the high and low sales price on date of grant) and vested 13,334 shares upon grant and 13,333 shares in two annual installments commencing November 30, 2013. (b) In February 2013, nonqualified stock options to purchase 40,000 shares were issued to the Chairman of the Board. These stock options had an exercise price of $5.88 (the average of the high and low sales price on date of grant) and vest 13,334 shares upon grant and 13,333 shares in two annual installments commencing February 15, 2014. (c) In March 2013, nonqualified stock options to purchase an aggregate of 40,000 shares were granted to the Company’s three outside directors. Each of these stock options had an exercise price of $4.88 (the average of the high and low sales price on date of grant) and vest in four equal quarterly installments commencing March 31, 2013. As of October 31, 2015, the options to purchase 120,000 shares were exercisable and had an intrinsic value of approximately $92,000, based on our closing share price on October 31, 2015 of $3.72. These options otherwise have the same terms and conditions as options granted under the Company’s 2010 Share Incentive Plan. The following table summarizes information about the above outstanding and exercisable stock options that were not granted under the 2003 Share Plan or the 2010 Share Plan as of October 31, 2015:
On January 28, 2015, the Board of Directors authorized management of the Company to re-price issued and outstanding stock options for all of the officers, directors and employees of the Company, at any time prior to February 16, 2015. On February 5, 2015, management acted to re-price 2,184,125 issued and outstanding stock options (the “Re-Priced Options”) pursuant to the authority granted by the Board of Directors. The new exercise price of the Re-Priced Options is $2.575, the closing sales price of the Company’s common stock on February 5, 2015. All other terms of the previously granted Re-Priced Options remain the same. The Company recorded additional stock-based compensation of approximately $297,000, as of February 5, 2015, related to this re-pricing. This amount was determined to be the incremental value of the fair value of the Re-Priced Options compared to the fair value of the original option immediately before the re-pricing. Preferred Stock In May 1986, our shareholders authorized 200,000 shares of preferred stock with a par value of $100 per share. The shares of preferred stock may be issued in series at the direction of the Board of Directors, and the relative rights, preferences and limitations of such shares will all be determined by the Board of Directors. Series A Convertible Preferred Stock On September 9, 2014, the Company designated 140 shares of the preferred stock as Series A Convertible Preferred Stock, par value $100 per share, in accordance with the Certificate of Designation of Series A Convertible Preferred Stock filed with the Secretary of State of the State of Delaware on September 9, 2014 (the “Series A Convertible Preferred Stock”). On September 9, 2014, 140 shares of Series A Convertible Preferred Stock were issued in connection with the conversion of the Convertible Debenture due November 2016, as discussed further, in Note 5, “Convertible Debentures” herein. Ranking The Series A Convertible Preferred Stock ranks senior to the Company’s common stock, to all series of any other classes of equity which may be issued and to any indebtedness, unless the Company has obtained the prior written consent of the Series A Convertible Preferred Stock holder. Optional Conversion Holders of the Series A Convertible Preferred Stock may at any time convert their shares of Series A Convertible Preferred Stock into such number of shares of the Company’s common stock in such an amount equal to (a) the stated value (initially $1,000) of the shares of Series A Convertible Preferred Stock being converted (the “Stated Value”), divided by the conversion price (initially $4.73) ( the “Series A Conversion Price”), multiplied by (b) the number of shares of Series A Preferred Stock being converted. In the event the Series A Convertible Preferred Stock is converted in part, the Company shall deliver a new certificate of like tenor in the amount equal to the remaining balance of the Series A Convertible Preferred Stock after giving effect to such partial conversion. The holder shall not have the right to convert any portion of the Series A Convertible Preferred Stock if after giving effect to such conversion, the holder, together with any affiliate thereof, would beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to such conversion. The embedded conversion option has certain anti-dilution protection provisions which would be triggered if the Company issues its common stock, or certain common stock equivalents, (as defined) at a price below $3.55 per share. Mandatory Conversion At any time after November 11, 2016, if and only if the average of the high and low trading prices of the Company’s common stock for any 10 out of 20 consecutive trading days (the “Measurement Period,”) exceeds the then Series A Conversion Price, as adjusted, the Company may convert any then outstanding shares of Series A Convertible Preferred Stock into shares of common stock (a “Mandatory Conversion”), provided, however, that any such Mandatory Conversion shall not require a holder to convert a number of shares of Series A Convertible Preferred Stock into an amount of Common Stock that would exceed 50% of the daily average trading volume of the common stock during the Measurement Period. Following November 11, 2016 and subject to the price and volume limitations set forth above, the Company may require such number of successive Mandatory Conversions as are necessary to convert all then outstanding Series A Convertible Preferred Stock. Redemption At any time on or after November 11, 2016 (the “Redemption Date”), and upon at least 60 days prior written notice to the Company (a “Redemption Notice”), any holder of the Series A Convertible Preferred Stock shall have a one-time right to require the Company to redeem all or some of its shares of Series A Convertible Preferred Stock (a “Redemption”), for cash generated from a subsequent sale of the Company’s equity securities. The redemption price shall be equal to the Stated Value for each share of Series A Convertible Preferred Stock (the “Redemption Purchase Price”). Upon receipt of a Redemption Notice, the Company shall complete a sale or sales of its equity securities for the purpose of accumulating net proceeds sufficient to pay the Redemption Purchase Price (it being understood by the holder of the Series A Convertible Preferred Stock that the Company may only redeem shares of Series A Convertible Preferred Stock with the proceeds from the sale of the Company’s equity securities). Board and Observer Rights Each holder of Series A Convertible Preferred Stock shall have the right, upon 10 days' prior written notice, to designate one representative, reasonably acceptable to the Company, who shall be entitled to attend and observe meetings of the Company’s Board of Directors in a non-voting observer capacity (the “Observer”). Accounting for the Series A Convertible Preferred Stock The Company determined that the economic characteristics and risks of the conversion feature and the preferred stock instrument were clearly and closely related as equity instruments and accordingly, the conversion feature would not require separate accounting. In addition, the redemption feature is contingent upon Series A Convertible Preferred Stock not being converted into common stock and upon the holders delivering a redemption notice to the Company. Further, the redemption purchase price may only be paid from the proceeds of a subsequent sale of equity securities. Accordingly, the Series A Convertible Preferred Stock was accounted for as an equity instrument. Further, because the conversion rate of the Series A Convertible Preferred Stock of $4.73 per share was less than the Company’s closing stock price on the date of this transaction, the Company determined that the Series A Convertible Preferred Stock contained a beneficial conversion feature. The beneficial conversion feature was recorded in additional paid-in-capital as a result of the Company’s accumulated deficit. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES |
12 Months Ended |
|---|---|
Oct. 31, 2015 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments and Contingencies Disclosure [Text Block] |
Patent Acquisition Obligations As of October 31, 2015, we have incurred obligations due no later than November 2017 related to the acquisition of patents, which have a discounted present value of approximately $3,688,000, and which amount will be reduced by royalties paid during the period, if any. The payment due in November 2017 is payable at the option of the Company in cash or common stock. We recorded interest expense of approximately $452,000 and $386,000, respectively, for the years ended October 31, 2015 and 2014, for the accretion of interest on patent acquisition obligations. Leases We lease approximately 3,000 square feet of office space in Los Angeles, California pursuant to a lease that expires March 30, 2016. As of October 31, 2015, our non-cancelable operating lease commitments for the year ending October 31, 2016 was approximately $44,000. Rent expense for the years ended October 31, 2015 and 2014, was approximately $100,000 and $109,000, respectively. Litigation Matters On December 29, 2014, we settled our lawsuit against AUO which had been filed on January 28, 2013. For a more detailed description of the settlement with AUO see Note 1, “Business and Funding - Description of Business - AUO Lawsuit and Settlement”. Other than suits we bring to enforce our patent rights we are not a party to any material pending legal proceedings other than that which arise in the ordinary course of business. We believe that any liability that may ultimately result from the resolution of these matters will not, individually or in the aggregate, have a material adverse effect on our financial position or results of operations. |
INCOME TAXES |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Text Block] |
Income tax provision (benefit) consists of the following:
The tax effects of temporary differences that give rise to significant portions of the deferred tax asset, net, at October 31, 2015 and 2014, are as follows:
As of October 31, 2015, we had tax net operating loss and tax credit carryforwards of approximately $75,642,000 and $1,110,000, respectively, available within statutory limits (expiring at various dates between 2016 and 2035), to offset any future regular Federal corporate taxable income and taxes payable. If the tax benefits relating to deductions of option holders’ income are ultimately realized, those benefits will be credited directly to additional paid-in capital. Certain changes in stock ownership can result in a limitation on the amount of net operating loss and tax credit carryovers that can be utilized each year. As of October 31, 2015, management has not determined the extent of any such limitations, if any. We had New York State tax net operating loss and tax credit carryforwards of approximately $72,505,000 and $11,000, respectively, and California tax net operating loss carryforward of approximately $2,803,000, as of October 31, 2015, available within statutory limits (expiring at various dates between 2016 and 2035), to offset future corporate taxable income and taxes payable, if any, under certain computations of such taxes. We have provided a valuation allowance against our deferred tax asset due to our current and historical pre-tax losses and the uncertainty regarding their realizability. The primary differences from the Federal statutory rate of 34% and the effective rate of 0% is attributable to certain permanent differences and a change in the valuation allowance. The following is a reconciliation of income taxes at the Federal statutory tax rate to income tax expense (benefit):
During the two fiscal years ended October 31, 2015, we incurred no Federal and no State income taxes. We have no unrecognized tax benefits as of October 31, 2015 and 2014 and we account for interest and penalties related to income tax matters in marketing, general and administrative expenses. Tax years to which our net operating losses relate remain open to examination by Federal authorities and other jurisdictions to the extent which the net operating losses have yet to be utilized. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies, by Policy (Policies) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounting Policies, by Policy (Policies) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basis of Presentation and Significant Accounting Policies [Text Block] | Basis of Presentation The consolidated financial statements include the accounts of ITUS Corporation and its wholly owned subsidiaries. All intercompany transactions have been eliminated. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Revenue is recognized when (i) persuasive evidence of an arrangement exists, (ii) all obligations have been substantially performed pursuant to the terms of the arrangement, (iii) amounts are fixed or determinable, and (iv) the collectability of amounts is reasonably assured. Patent Licensing In certain instances, our past revenue arrangements have provided for the payment of contractually determined fees in settlement of litigation and in consideration for the grant of certain intellectual property rights for patented technologies owned or controlled by the Company. These arrangements typically include some combination of the following: (i) the grant of a non-exclusive, retroactive and future license to manufacture and/or sell products covered by patented technologies owned or controlled by the Company, (ii) a covenant-not-to-sue, (iii) the release of the licensee from certain claims, and (iv) the dismissal of any pending litigation. In such instances, the intellectual property rights granted have been perpetual in nature, extending until the expiration of the related patents. Pursuant to the terms of these agreements, we had no further obligations. As such, the earnings process was complete and revenue has been recognized upon the execution of the agreement, when collectability was reasonably assured, and when all other revenue recognition criteria were met. Display Technology Development and License Fees We assessed the revenue guidance of Accounting Standards Codification (“ASC”) 605-25 “Multiple-Element Arrangements” (“ASC 605-25”) to determine whether multiple deliverables in our arrangements with AUO represent separate units of accounting. Under the AUO License Agreements, we received initial development and license fees of $3 million, of aggregate development and license fees of up to $10 million. The additional $7 million in development and license fees were to be payable upon completion of certain conditions for the respective technologies. We determined that the transfer of the licensed patents and technology and the effort involved in completion of the conditions for the respective technologies represent a single unit of accounting for each technology. Accordingly, using a proportional performance method, during the third quarter of fiscal year 2011 we began recognizing the $3 million initial development and license fees over the estimated periods that we expected to complete the conditions for the respective technologies. Each of the license agreements also provided for the basis for royalty payments on future production, if any, by AUO to the Company, which we have determined represent separate units of accounting. We did not recognize any portion of the $7 million of additional development and license fees or any royalty income under the AUO License Agreements. As a result of the AUO/E Ink Lawsuit described above we did not record any display technology development and license fee revenue during the period from the fourth quarter of fiscal 2012 through the second quarter of fiscal year 2014 due to uncertainty as to our remaining performance obligations, if any. Based on our assessment performed for the third quarter of fiscal 2014, we determined that we have no further performance obligations under the AUO License Agreements and accordingly we recognized display technology development and license fee revenue of approximately $1,187,000, representing the balance of the initial $3 million payment received from AUO. On December 29, 2014, we settled our lawsuit against AUO and received gross proceeds of $9 million which was recognized as revenue in the first quarter of fiscal 2015 (see Note 1 “Business and Funding – Description of Business - AUO Lawsuit and Settlement “). Inventor Royalties and Contingent Legal Fees Inventor royalties and contingent legal fees are expensed in the consolidated statements of operations in the period that the related revenues are recognized. Anixa Development Expenses Anixa development expenses are expensed in the consolidated statements of operations in the period incurred. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) defines fair value, establishes a framework for measuring fair value under GAAP, and expands disclosures about fair value measurements. In accordance with ASC 820, we have categorized our financial assets and liabilities, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below. If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. Financial assets and liabilities recorded in the accompanying consolidated balance sheets are categorized based on the inputs to the valuation techniques as follows: Level 1 - Financial instruments whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market which we have the ability to access at the measurement date. Level 2 - Financial instruments whose values are based on quoted market prices in markets where trading occurs infrequently or whose values are based on quoted prices of instruments with similar attributes in active markets. Level 3 – Financial instruments whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the instrument. The following table presents the hierarchy for our financial assets measured at fair value on a recurring basis as of October 31, 2015:
The following table presents the hierarchy for our financial assets measured at fair value on a recurring basis as of October 31, 2014:
The following table presents the hierarchy for our financial liabilities measured at fair value on the transaction date and then adjusted for the subsequent accretion of interest, as of October 31, 2015:
The following table presents the hierarchy for our financial liabilities measured at fair value on the transaction date and then adjusted for the subsequent accretion of interest, as of October 31, 2014:
The following table sets forth a summary of the changes in the fair value of the Company’s Level 3 financial liabilities that are measured at fair value on a recurring basis:
Our non-financial assets that are measured on a non-recurring basis include our property and equipment which are measured using fair value techniques whenever events or changes in circumstances indicate a condition of impairment exists. The estimated fair value of prepaid expenses, accounts payable and accrued expenses approximates their individual carrying amounts due to the short term nature of these measurements. Cash and cash equivalents are stated at carrying value which approximates fair value. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents Cash equivalents consists of highly liquid, short term investments with original maturities of three months or less when purchased. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investment, Policy [Policy Text Block] | Short-term Investments At October 31, 2015 and 2014, we had certificates of deposit with maturities greater than 90 days when acquired of $2,400,000 and $2,500,000, respectively, that were classified as short-term investments and reported at fair value. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Marketable Securities, Policy [Policy Text Block] | Investment Securities We classify our investment securities as available-for-sale. Available-for-sale securities are recorded at fair value. Unrealized gains and losses, net of the related tax effect, on available-for-sale securities are excluded from earnings and are reported as a component of accumulated other comprehensive income (loss) until realized. Realized gains and losses from the sale of available-for-sale securities are determined on a specific identification basis. Dividend and interest income are recognized when earned. We monitor the value of our investments for indicators of impairment, including changes in market conditions and the operating results of the underlying investment that may result in the inability to recover the carrying value of the investment. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Convertible Instruments Policy [Policy Text Block] | Convertible Instruments The Company accounts for hybrid contracts that feature conversion options in accordance with applicable generally accepted accounting principles (“GAAP”). ASC 815 “Derivatives and Hedging Activities,” (“ASC 815”) requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument. The Company accounts for convertible instruments, when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, in accordance with ASC 470-20 “Debt with Conversion and Other Options” (“ASC 470-20”). Under ASC 470-20, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. The Company accounts for convertible instruments (when the Company has determined that the embedded conversion options should be bifurcated from their host instruments) in accordance with ASC 815. Under ASC 815, a portion of the proceeds received upon the issuance of the hybrid contract are allocated to the fair value of the derivative. The derivative is subsequently marked to market at each reporting date based on current fair value, with the changes in fair value reported in results of operations. The conversion features of the convertible debentures issued in January 2013 and November 2013 qualified as embedded derivative instruments and were bifurcated from the host convertible debentures. Derivative liabilities are initially recorded at fair value and are then re-valued at each reporting date, with changes in fair value recognized in earnings during the reporting period. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stockholders' Equity, Policy [Policy Text Block] | Common Stock Purchase Warrants The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provides a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company's own stock as defined in ASC 815-40 "Contracts in Entity's Own Equity". The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of common stock purchase warrants and other free standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities or equity is required. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax, Policy [Policy Text Block] | Income Taxes We recognize deferred tax assets and liabilities for the estimated future tax effects of events that have been recognized in our financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount expected to be realized. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation We maintain stock equity incentive plans under which we may grant non-qualified stock options, incentive stock options, stock appreciation rights, stock awards, performance and performance-based awards, or stock units to employees, non-employee directors and consultants. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Compensation Related Costs, Policy [Policy Text Block] | Stock Option Compensation Expense We account for stock options granted to employees and directors using the accounting guidance in ASC 718 “Stock Compensation” (“ASC 718”). In accordance with ASC 718, we estimate the fair value of service based options and performance based options on the date of grant, using the Black-Scholes pricing model. For options vesting if the trading price of the Company’s common stock achieves a defined target, we use a Monte Carlo simulation in estimating the fair value at grant date. We recognize compensation expense for stock option awards over the requisite or implied service period of the grant. With respect to performance based awards, compensation expense is recognized when the performance target is deemed probable. We recorded stock-based compensation expense, related to stock options granted to employees and directors, of approximately $2,192,000 and $2,128,000, during the years ended October 31, 2015 and 2014, respectively. Included in stock-based compensation cost for employees and directors during the years ended October 31, 2015 and 2014 was approximately $2,092,781 and $1,426,000, respectively, related to the amortization of compensation cost for stock options granted in prior periods but not yet vested. As of October 31, 2015, there was unrecognized compensation cost related to non-vested stock options granted to employees and directors, related to service based options of approximately $432,000 which will be recognized over a weighted-average period of 1.1 years. We account for stock options granted to consultants using the accounting guidance included in ASC 505-50 “Equity-Based Payments to Non-Employees” (“ASC 505-50”). In accordance with ASC 505-50, we estimate the fair value of service based stock options and performance based options at each reporting period, using the Black-Scholes pricing model. For options vesting if the trading price of the Company’s common stock achieves a defined target we estimate the fair value at each reporting period using a Monte Carlo simulation. We recognize compensation expense for service based stock options and options subject to market conditions over the requisite or implied service period of the grant. For performance based awards, compensation expense is recognized when the performance target is achieved. We recorded consulting expense, related to stock options granted to consultants, during the years ended October 31, 2015 and 2014 of approximately $484,000 and $1,022,000, respectively. Stock-based consulting expense for the years ended October 31, 2015 and 2014 includes approximately $484,000 and $964,000, respectively, related to the amortization of compensation cost for stock options granted in prior periods but vested in the current period. As of October 31, 2015, there was no unrecognized consulting expense related to non-vested stock options granted to consultants. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value Determination We use the Black-Scholes pricing model in estimating the fair value of stock options which vest over a specific period of time or upon achieving performance targets. To determine the weighted average fair value of stock options on the date of grant, employees and directors are included in a single group. The fair value of stock options granted to consultants is determined on an individual basis. The stock options we granted during the year ended October 31, 2015 consisted of awards with 10-year terms that vest over one year, options with 10-year terms that vest over 36 months. The stock options we granted during the year ended October 31, 2014 consisted of awards with 10-year terms that vest over one year, options with 10-year terms that vest over 36 months, options with 5-year terms which vest immediately and options with 10-year terms which vest upon achievement of performance milestones. The following weighted average assumptions were used in estimating the fair value of stock options granted during the years ended October 31, 2015 and 2014:
The expected term of stock options represents the weighted average period the stock options are expected to remain outstanding. We use the simplified method to determine expected term. The simplified method was adopted since we do not believe that historical experience is representative of future performance because of the impact of the changes in our operations and the change in terms from historical options which vested immediately to terms including vesting periods of up to three years. Under the Black-Scholes pricing model, we estimated the expected volatility of our shares of common stock based upon the historical volatility of our share price over a period of time equal to the expected term of the options. We estimated the risk-free interest rate based on the implied yield available on the applicable grant date of a U.S. Treasury note with a term equal to the expected term of the underlying grants. We made the dividend yield assumption based on our history of not paying dividends and our expectation not to pay dividends in the future. Under ASC 718, the amount of stock-based compensation expense recognized is based on the portion of the awards that are ultimately expected to vest. Accordingly, if deemed necessary, we reduce the fair value of the stock option awards for expected forfeitures, which are forfeitures of the unvested portion of surrendered options. Based on our historical experience and future expectations, we have not reduced the amount of stock-based compensation expenses for anticipated forfeitures. We will reconsider use of the Black-Scholes pricing model if additional information becomes available in the future that indicates another model would be more appropriate. If factors change and we employ different assumptions in the application of ASC 718 in future periods, the compensation expense that we record under ASC 718 may differ significantly from what we have recorded in the current period. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Earnings Per Share, Policy [Policy Text Block] | Net Loss Per Share of Common Stock In accordance with ASC 260, “Earnings Per Share”, basic net loss per common share (“Basic EPS”) is computed by dividing net loss by the weighted average number of common shares outstanding. Diluted net loss per common share (“Diluted EPS”) is computed by dividing net loss by the weighted average number of common shares and dilutive common share equivalents and convertible securities then outstanding. Diluted EPS for all years presented is the same as Basic EPS, as the inclusion of the effect of common share equivalents then outstanding would be anti-dilutive. For this reason, excluded from the calculation of Diluted EPS for the years ended October 31, 2015 and 2014, were options to purchase 2,672,471 and 3,002,550 shares, respectively, warrants to purchase 1,028,931 shares and 1,044,931 shares, respectively, preferred stock convertible into 739,958 shares. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are used for, but not limited to, determining stock-based compensation, asset impairment evaluations, tax assets and liabilities, license fee revenue, the allowance for doubtful accounts, depreciation lives and other contingencies. Actual results could differ from those estimates. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| New Accounting Pronouncements, Policy [Policy Text Block] | Effect of Recently Issued Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers. This amendment updates addressing revenue from contracts with customers, which clarifies existing accounting literature relating to how and when a company recognizes revenue. Under the standard, a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods and services. This standard update is effective for interim and annual reporting periods beginning after December 15, 2016, and are to be applied retrospectively or the cumulative effect as of the date of adoption, with early application not permitted. In July 2015, a one year deferral of the effective date of the new guidance was approved. We are currently evaluating the impact ASU 2014-09 will have on our consolidated financial statements and related disclosures. In June 2014, the FASB issued Accounting Standards Update 2014-12 (“ASU 2014-12”), Compensation – Stock Compensation. This amendment requires that a performance target that affects vesting and could be achieved after the requisite service period shall be treated as a performance condition. Adoption of this standard is required for annual periods beginning after December 15, 2015. Early adoption is permitted. We are currently evaluating the impact ASU 2014-12 will have on our consolidated financial statements and related disclosures. In August 2014, the FASB issued Accounting Standards Update 2014-15 (“ASU 2014-15”). This amendment requires management to assess an entity’s ability to continue as a going concern every reporting period including interim periods, and to provide related footnote disclosure in certain circumstances. Adoption of this standard is required for annual periods beginning after December 15, 2016 and are to be applied retrospectively or the cumulative effect as of the date of adoption. We do not expect this update to have a significant impact on our consolidated financial statements. In April 2015, the FASB issued Accounting Standards Update 2015-03 (“ASU 2015-03”) to simplify the presentation of debt issuance costs. This amendment requires debt issuance costs be presented on the balance sheet as a direct reduction from the carrying amount of the debt liability, consistent with debt discounts or premiums. Adoption of this standard is required for interim and annual periods beginning after December 15, 2015 and is to be applied retrospectively. We are currently evaluating the impact ASU 2015-03 will have on our consolidated financial statements and related disclosures. In November 2015, the FASB issued Accounting Standards Update 2015-17 (“ASU 2015-17”) to simplify the presentation of deferred taxes. This amendment requires that all deferred tax assets and liabilities, along with any related valuation allowances, be classified as noncurrent on the balance sheet. Adoption of this standard is required for annual periods beginning after December 15, 2016. We are currently evaluating the impact ASU 2015-17 will have on our consolidated financial statements and related disclosures. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risks Financial instruments that potentially subject us to concentrations of credit risk are cash equivalents, short-term investments and accounts receivable. Cash equivalents are primarily highly rated money market funds. Short-term investments are certificates of deposit within federally insured limits. Where applicable, management reviews our accounts receivable and other receivables for potential doubtful accounts and maintains an allowance for estimated uncollectible amounts. Our policy is to write-off uncollectable amounts at the time it is determined that collection will not occur. Three licensees accounted for 53%, 37% and 10%, respectively, of revenues from patent licensing activities during fiscal year 2015. Four licensees accounted for 22%, 16%, 14% and 10%, respectively, of revenues from patent licensing activities during fiscal year 2014. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Patents [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounting Policies, by Policy (Policies) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Patents Our only identifiable intangible assets are patents and patent rights. We capitalize patent and patent rights acquisition costs and amortize the cost over the estimated economic useful life. Patent acquisition costs capitalized during the years ended October 31, 2015 and 2014, was approximately $-0- and $3,036,000, respectively. We recorded patent amortization expense of approximately $325,000 and $314,000 during the years ended October 31, 2015 and 2014, respectively. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INVESTMENTS (Tables) |
12 Months Ended | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 31, 2015 | ||||||||||||||||
| Investments Schedule [Abstract] | ||||||||||||||||
| Schedule of Fair Value of Separate Accounts by Major Category of Investment [Table Text Block] |
|
|||||||||||||||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Payables and Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] |
|
||||||||||||||||||||||||||||||||||||||||||||||||
CONVERTIBLE DEBENTURES (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Convertible Debenture Due November 2016 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| CONVERTIBLE DEBENTURES (Tables) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value [Table Text Block] |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Convertible Debenture Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| CONVERTIBLE DEBENTURES (Tables) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Assumptions for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Table Text Block] |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Debt Issuance Cost [Table Text Block] |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Convertible Debenture Due January 2015 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| CONVERTIBLE DEBENTURES (Tables) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Convertible Debt [Table Text Block] |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Debt Issuance Cost [Table Text Block] |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value [Table Text Block] |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Extinguishment of Debt [Table Text Block] |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Convertible Debenture Due January 2015 [Member] | Convertible Debentures Embedded Conversion Feature [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| CONVERTIBLE DEBENTURES (Tables) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Assumptions for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Table Text Block] |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Convertible Debenture Due January 2015 [Member] | Convertible Debenture Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| CONVERTIBLE DEBENTURES (Tables) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Assumptions for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Table Text Block] |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Convertible Debenture Due November 2016 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| CONVERTIBLE DEBENTURES (Tables) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Convertible Debt [Table Text Block] |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Convertible Debenture Due November 2016 [Member] | Convertible Debentures Embedded Conversion Feature [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| CONVERTIBLE DEBENTURES (Tables) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Assumptions for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Table Text Block] |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Convertible Debenture Due November 2016 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| CONVERTIBLE DEBENTURES (Tables) [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Extinguishment of Debt [Table Text Block] |
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SHAREHOLDERS' EQUITY (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SHAREHOLDERS' EQUITY (Tables) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2003 Share Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SHAREHOLDERS' EQUITY (Tables) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2010 Share Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SHAREHOLDERS' EQUITY (Tables) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock Options Not Granted Under 2003 Share Plan Or 2010 Share Plan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SHAREHOLDERS' EQUITY (Tables) [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INCOME TAXES (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Deferred Tax Assets and Liabilities [Table Text Block] |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Summary of the changes in the fair value of the Company's Level 3 financial liabilities on recurring basis (Incomplete) - USD ($) |
12 Months Ended | |
|---|---|---|
Oct. 31, 2015 |
Oct. 31, 2014 |
|
| Patent acquisition obligation: | ||
| Initial fair value | $ 3,688,187 | $ 3,236,281 |
| Accretion of interest on patent obligation | 451,906 | $ 385,770 |
| Balance | 3,688,187 | |
| Patent Acquisition Obligation [Member] | ||
| Patent acquisition obligation: | ||
| Balance October 31, 2013 | 3,236,281 | |
| Initial fair value | $ 2,850,511 | |
| Accretion of interest on patent obligation | $ 451,906 | 385,770 |
| Balance | $ 3,236,281 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Weighted average assumptions used in estimating the fair value of stock options - $ / shares |
12 Months Ended | |
|---|---|---|
Oct. 31, 2015 |
Oct. 31, 2014 |
|
| Weighted average assumptions used in estimating the fair value of stock options [Abstract] | ||
| Weighted average fair value at grant date (in Dollars per share) | $ 3.09 | $ 5.75 |
| Valuation assumptions: | ||
| Expected life ( years) | 5 years 9 months | 5 years 292 days |
| Expected volatility | 117.80% | 115.30% |
| Risk-free interest rate | 2.01% | 1.82% |
| Expected dividend yield | 0.00% | 0.00% |
INVESTMENTS (Details) - USD ($) |
10 Months Ended | |||
|---|---|---|---|---|
Aug. 29, 2014 |
Oct. 31, 2015 |
Oct. 31, 2014 |
Nov. 30, 2007 |
|
| INVESTMENTS (Details) [Line Items] | ||||
| Certificates of Deposit, at Carrying Value | $ 2,400,000 | $ 2,500,000 | ||
| Investment In Videocon [Member] | ||||
| INVESTMENTS (Details) [Line Items] | ||||
| Available-for-sale Equity Securities, Amortized Cost Basis | $ 16,200,000 | |||
| Equity Method Investment, Other than Temporary Impairment | $ 63,000 | |||
| Impaired Assets to be Disposed of by Method Other than Sale, Carrying Value of Asset | $ 4,135,000 | |||
| Shares Exchanged for GDR (in Shares) | 800,000 | |||
| Other than Temporary Impairment, Credit Losses Recognized in Earnings, Credit Losses on Debt Securities Held | $ 12,065,000 |
INVESTMENTS (Details) - The fair value of investment - Investment In Videocon [Member] |
10 Months Ended |
|---|---|
|
Aug. 29, 2014
USD ($)
| |
| Schedule of Fair Value of Separate Accounts by Major Category of Investment [Line Items] | |
| Fair Value as of October 31, 2013 | $ 4,197,341 |
| Fair value of Videocon GDRs on date of disposition | 4,134,516 |
| Other than temporary impairment | $ (62,825) |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - Accounts payable and accrued liabilities - USD ($) |
Oct. 31, 2015 |
Oct. 31, 2014 |
|---|---|---|
| Accounts payable and accrued liabilities [Abstract] | ||
| Accounts payable | $ 374,703 | $ 540,179 |
| Payroll and related expenses | 372,753 | |
| Accrued litigation expense, consulting and other professional fees | 320,493 | |
| Accrued other | $ 6,062 | 16,001 |
| Total | $ 380,765 | $ 1,249,426 |
CONVERTIBLE DEBENTURES (Details) - Convertible Debenture - USD ($) |
Oct. 31, 2015 |
Dec. 31, 2014 |
Oct. 31, 2014 |
Oct. 31, 2013 |
|---|---|---|---|---|
| CONVERTIBLE DEBENTURES (Details) - Convertible Debenture [Line Items] | ||||
| Proceeds attributable to the Convertible Debenture due January 2015 | $ 370,181 | |||
| Convertible Debenture Due January 2015 [Member] | ||||
| CONVERTIBLE DEBENTURES (Details) - Convertible Debenture [Line Items] | ||||
| Face value of Convertible Debenture due January 2015 | 1,765,000 | $ 200,000 | $ 325,000 | |
| Fair value of embedded conversion feature | 1,180,000 | $ 1,671,000 | ||
| Relative fair value of Convertible Debenture Warrant | 214,819 | |||
| Discount | $ (1,394,819) |
CONVERTIBLE DEBENTURES (Details) - Fair value of the embedded conversion feature of the Convertible Debenture - Convertible Debentures Embedded Conversion Feature [Member] - USD ($) |
12 Months Ended | |
|---|---|---|
Jan. 25, 2013 |
Oct. 31, 2014 |
|
| Assumption for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Line Items] | ||
| Stock price on valuation date (in Dollars per share) | $ 5.25 | $ 4.875 |
| Conversion price (in Dollars per share) | $ 3.75 | $ 3.75 |
| Stock premium for liquidity | 57.00% | 42.00% |
| Term (years) | 2 years | 1 year 3 months |
| Expected volatility | 110.00% | 115.00% |
| Weighted average risk-free interest rate | 0.30% | 0.30% |
| Trials (in Shares) | 100,000 | 100,000 |
| Aggregate fair value (in Dollars) | $ 1,180,000 | $ 540,000 |
CONVERTIBLE DEBENTURES (Details) - Fair value of the Convertible - Convertible Debenture Warrant [Member] |
Jan. 25, 2013
USD ($)
$ / shares
shares
|
|---|---|
| Assumption for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Line Items] | |
| Stock price on valuation date (in Dollars per share) | $ 5.25 |
| Exercise price (in Dollars per share) | $ 7.50 |
| Stock premium for liquidity | 38.00% |
| Term (years) | 3 years |
| Warrant exercise trigger price | 41.00% |
| Expected volatility | 95.00% |
| Weighted average risk-free interest rate | 0.40% |
| Number of warrants (in Shares) | shares | 5,882,745 |
| Aggregate fair value (in Dollars) | $ | $ 370,000 |
CONVERTIBLE DEBENTURES (Details) - Issuance Cost Allocation - USD ($) |
12 Months Ended | |
|---|---|---|
Oct. 31, 2015 |
Oct. 31, 2014 |
|
| CONVERTIBLE DEBENTURES (Details) - Issuance Cost Allocation [Line Items] | ||
| Allocated issuance costs | $ 19,156 | $ 83,760 |
| Expensed As Incurred [Member] | ||
| CONVERTIBLE DEBENTURES (Details) - Issuance Cost Allocation [Line Items] | ||
| Allocated issuance costs | 8,593 | 55,999 |
| Charged To Additional Paid In Capital [Member] | ||
| CONVERTIBLE DEBENTURES (Details) - Issuance Cost Allocation [Line Items] | ||
| Allocated issuance costs | 2,824 | 10,194 |
| Recorded As Deferred Issuance Costs And Amortized Under The Interest Method Over The Term Of The 8 Convertible Debenture [Member] | ||
| CONVERTIBLE DEBENTURES (Details) - Issuance Cost Allocation [Line Items] | ||
| Allocated issuance costs | $ 7,739 | $ 17,567 |
CONVERTIBLE DEBENTURES (Details) - Intrinsic Value Computation - Convertible Debenture [Member] |
Apr. 30, 2014
USD ($)
$ / shares
|
|---|---|
| CONVERTIBLE DEBENTURES (Details) - Intrinsic Value Computation [Line Items] | |
| Stock price used for valuation | $ / shares | $ 8.50 |
| 266.68 shares issued per $1,000 face value | |
| Aggregate intrinsic value of the $1,150,000 of principal outstanding on April 30, 2014, immediately prior to conversion and repayment | $ | $ 1,456,797 |
CONVERTIBLE DEBENTURES (Details) - Intrinsic Value Computation (Parentheticals) - Convertible Debenture [Member] |
Apr. 30, 2014
USD ($)
shares
|
|---|---|
| CONVERTIBLE DEBENTURES (Details) - Intrinsic Value Computation (Parentheticals) [Line Items] | |
| Issuance of shares | shares | 266.68 |
| Aggregate intrinsic value | $ | $ 1,150,000 |
CONVERTIBLE DEBENTURES (Details) - The loss on extinguishment of debt - USD ($) |
12 Months Ended | |
|---|---|---|
Oct. 31, 2015 |
Oct. 31, 2014 |
|
| Extinguishment of Debt [Line Items] | ||
| Fair value of common stock issued | $ 5,229,641 | |
| Loss on extinguishment of debt | (2,699,022) | |
| Convertible Debenture Due January 2015 [Member] | ||
| Extinguishment of Debt [Line Items] | ||
| Face value of debt converted | 1,440,000 | |
| Less: discount | (658,232) | |
| Plus: fair value of derivative liability | 1,670,704 | |
| Net book value of debt converted | 2,452,472 | |
| Fair value of common stock issued | 2,935,387 | |
| Loss on extinguishment of debt | $ (482,915) | |
CONVERTIBLE DEBENTURES (Details) - Convertible Debenture |
Oct. 31, 2015
USD ($)
|
|---|---|
| CONVERTIBLE DEBENTURES (Details) - Convertible Debenture [Line Items] | |
| Proceeds attributable to the Convertible Debenture due November 2016 | $ 1,414,064 |
| Convertible Debenture Due November 2016 [Member] | |
| CONVERTIBLE DEBENTURES (Details) - Convertible Debenture [Line Items] | |
| Face value of Convertible Debenture due November 2016 | 3,500,000 |
| Fair value of embedded conversion feature | 1,570,000 |
| Relative fair value of Convertible Debenture Warrant | 515,936 |
| Discount | $ 2,085,936 |
CONVERTIBLE DEBENTURES (Details) - Fair value of the Convertible Debenture Warrant - 8% Convertible Debenture Warrant [Member] |
Nov. 11, 2013
USD ($)
$ / shares
shares
|
|---|---|
| Assumption for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Line Items] | |
| Stock price on valuation date (in Dollars per share) | $ 5.00 |
| Exercise price (in Dollars per share) | $ 9.45 |
| Discount for lack of marketability | 22.00% |
| Term (years) | 3 years |
| Expected volatility | 102.80% |
| Weighted average risk-free interest rate | 0.60% |
| Number of warrants (in Shares) | shares | 369,979 |
| Aggregate fair value (in Dollars) | $ | $ 740,000 |
CONVERTIBLE DEBENTURES (Details) - Issuance Cost Allocation - USD ($) |
12 Months Ended | |
|---|---|---|
Oct. 31, 2015 |
Oct. 31, 2014 |
|
| CONVERTIBLE DEBENTURES (Details) - Issuance Cost Allocation [Line Items] | ||
| Allocated issuance costs | $ 19,156 | $ 83,760 |
| Expensed As Incurred [Member] | ||
| CONVERTIBLE DEBENTURES (Details) - Issuance Cost Allocation [Line Items] | ||
| Allocated issuance costs | 8,593 | 55,999 |
| Charged To Additional Paid In Capital [Member] | ||
| CONVERTIBLE DEBENTURES (Details) - Issuance Cost Allocation [Line Items] | ||
| Allocated issuance costs | 2,824 | 10,194 |
| Recorded As Deferred Issuance Costs And Amortized Under The Interest Method Over The Term Of The 8 Convertible Debenture [Member] | ||
| CONVERTIBLE DEBENTURES (Details) - Issuance Cost Allocation [Line Items] | ||
| Allocated issuance costs | $ 7,739 | $ 17,567 |
CONVERTIBLE DEBENTURES (Details) - The loss on extinguishment of debt (Parentheticals) - $ / shares |
12 Months Ended | |
|---|---|---|
Oct. 31, 2015 |
Oct. 31, 2014 |
|
| Extinguishment of Debt [Line Items] | ||
| Common stock issued, net | 8,724,878 | 8,788,176 |
| Series A Preferred Stock [Member] | ||
| Extinguishment of Debt [Line Items] | ||
| Preferred Stock | 140 | 140 |
| Convertible Debenture Due November 2016 [Member] | ||
| Extinguishment of Debt [Line Items] | ||
| Common stock issued, net | 100,800 | |
| Common Stock issued on Conversion | 739,958 | |
| Less: Shares exchnaged for Series A Convertible Preferred Stock | 639,158 | |
| Convertible Debenture Due November 2016 [Member] | Series A Preferred Stock [Member] | ||
| Extinguishment of Debt [Line Items] | ||
| Preferred Stock | 3,500 | |
| Preferred Stock, Stated value (in Dollars per share) | $ 1,000 | |
| Preferred Stock, Conversion Price (in Dollars per share) | $ 4.73 |
CONVERTIBLE DEBENTURES (Details) - Intrinsic Value Computation - 8% Convertible Debenture [Member] |
Sep. 09, 2013
USD ($)
$ / shares
|
|---|---|
| CONVERTIBLE DEBENTURES (Details) - Intrinsic Value Computation [Line Items] | |
| Stock price used for valuation (in Dollars per share) | $ / shares | $ 6.125 |
| 211.4 shares issued per $1,000 of face value | |
| Aggregate gross intrinsic value of the $3,500,000 of principal outstanding on September 8, 2014, immediately prior to conversion | $ 4,532,241 |
| Less the face value of the convertible debenture | (3,500,000) |
| Intrinsic value of the derivative conversion feature | $ 1,032,241 |
CONVERTIBLE DEBENTURES (Details) - Intrinsic Value Computation (Parentheticals) - 8% Convertible Debenture [Member] |
Sep. 09, 2013
USD ($)
shares
|
|---|---|
| CONVERTIBLE DEBENTURES (Details) - Intrinsic Value Computation (Parentheticals) [Line Items] | |
| Issuance of shares | shares | 211.4 |
| Aggregate intrinsic value | $ | $ 3,500,000 |
SHAREHOLDERS' EQUITY (Details) - Stock options outstanding under 2010 Share Plan - Range of Exercise Prices $2.58 To $9.25 [Member] - 2010 Share Plan [Member] |
12 Months Ended |
|---|---|
|
Oct. 31, 2015
$ / shares
shares
| |
| Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
| Options Outstanding, Number | shares | 526,271 |
| Options Outstanding, Weighted Average Remaining Contractual Life | 6 years 357 days |
| Options Outstanding, Weighted Average Exercise Price | $ / shares | $ 3.33 |
| Options Exercisable, Number | shares | 406,149 |
| Options Exercisable, Weighted Average Remaining Contractual Life | 6 years 208 days |
| Options Exercisable,Weighted Average Exercise Price | $ / shares | $ 3.40 |
SHAREHOLDERS' EQUITY (Details) - Stock options granted not under 2003 Share Plan and 2010 Share Plan - Range of Exercise Prices $2.58 To $5.56 [Member] - Stock Options Not Granted Under 2003 Share Plan Or 2010 Share Plan [Member] |
12 Months Ended |
|---|---|
|
Oct. 31, 2015
$ / shares
shares
| |
| Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
| Options Outstanding, Shares | shares | 1,780,000 |
| Options Outstanding, Weighted Average Remaining Contractual Life | 6 years 277 days |
| Options Outstanding, Weighted Average Exercise Price | $ / shares | $ 2.71 |
COMMITMENTS AND CONTINGENCIES (Details) |
12 Months Ended | |
|---|---|---|
|
Oct. 31, 2015
USD ($)
m²
|
Oct. 31, 2014
USD ($)
|
|
| COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||
| Patent Acquisition Obligations Discounted, Present Value | $ 3,688,000 | |
| Interest Expense, Patent Acquisition Obligations | 452,000 | $ 386,000 |
| Operating Leases, Future Minimum Payments Due | 44,000 | |
| Operating Leases, Rent Expense | $ 100,000 | $ 109,000 |
| Property Available for Operating Lease [Member] | Los Angeles California [Member] | ||
| COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||
| Area of Land (in Square Meters) | m² | 3,000 | |
INCOME TAXES (Details) - USD ($) |
12 Months Ended | |
|---|---|---|
Oct. 31, 2015 |
Oct. 31, 2014 |
|
| INCOME TAXES (Details) [Line Items] | ||
| Operating Loss Carryforward and Tax Credit Carryforward Expiration, Date Range | expiring at various dates between 2016 and 2035 | |
| Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | (34.00%) | (34.00%) |
| Effective Income Tax Rate Reconciliation, Percent | 0.00% | 0.00% |
| Federal Corporate Taxable [Member] | ||
| INCOME TAXES (Details) [Line Items] | ||
| Operating Loss Carryforwards | $ 75,642,000 | |
| Tax Credit Carryforward, Amount | 1,110,000 | |
| New York State [Member] | ||
| INCOME TAXES (Details) [Line Items] | ||
| Operating Loss Carryforwards | 72,505,000 | |
| Tax Credit Carryforward, Amount | 11,000 | |
| California State [Member] | ||
| INCOME TAXES (Details) [Line Items] | ||
| Operating Loss Carryforwards | $ 2,803,000 | |
INCOME TAXES (Details) - Income tax provision (benefit) - USD ($) |
12 Months Ended | |
|---|---|---|
Oct. 31, 2015 |
Oct. 31, 2014 |
|
| Federal: | ||
| Current | ||
| Deferred | $ (487,000) | $ (1,606,000) |
| State: | ||
| Current | ||
| Deferred | $ (120,000) | $ (1,000) |
| Adjustment to valuation allowance related to net deferred tax assets | $ 607,000 | $ 1,607,000 |
| Income tax provision (benefit) | ||
INCOME TAXES (Details) - The tax effects of temporary differences of the deferred tax - USD ($) |
Oct. 31, 2015 |
Oct. 31, 2014 |
|---|---|---|
| Long-term deferred tax assets: | ||
| Federal and state NOL and tax credit carryforwards | $ 31,261,000 | $ 31,864,000 |
| Deferred compensation | 6,522,000 | $ 5,437,000 |
| Intangibles | 483,000 | |
| Other | 282,000 | $ 359,000 |
| Subtotal | 38,548,000 | 37,660,000 |
| Less: valuation allowance | $ (38,548,000) | $ (37,660,000) |
| Deferred tax asset, net |
INCOME TAXES (Details) - Reconciliation of income taxes at the Federal statutory tax rate - USD ($) |
12 Months Ended | |
|---|---|---|
Oct. 31, 2015 |
Oct. 31, 2014 |
|
| Reconciliation of income taxes at the Federal statutory tax rate [Abstract] | ||
| Income tax benefit at U.S. Federal statutory income Tax rate | $ (469,000) | $ (3,266,000) |
| Income tax benefit at U.S. Federal statutory income Tax rate | (34.00%) | (34.00%) |
| State income taxes | $ (117,000) | $ (6,000) |
| State income taxes | (8.50%) | (0.06%) |
| Permanent differences | $ 1,000 | $ 1,529,000 |
| Permanent differences | 0.10% | 15.92% |
| Expiring net operating losses, credits and other | $ (22,000) | $ 115,000 |
| Expiring net operating losses, credits and other | (1.60%) | 1.19% |
| Foreign rate difference on impairment | $ 21,000 | |
| Foreign rate difference on impairment | 0.00% | 0.22% |
| Change in valuation allowance | $ 607,000 | $ 1,607,000 |
| Change in valuation allowance | 44.00% | 16.73% |
| Income tax provision | ||
| Income tax provision | 0.00% | 0.00% |
<7"+P>
MU G39=M"VU@O0Y7NUQ =7DY +KD_V_^IS$^KE-0:P4.N(]R#P516P8OJ_OFK)RU%,\DA%
M"):[,/H8,R<(/R$LF3I">89M ^V;;G9I@'H=ON; VB-#VSKR];ZDFU]V5I?LJTO'\C.MKYLK2_9UI>M]27;^K*UOJ36']5Z
MMU/+Y]/-]/1X5=X/UG?3*HC DPJ_JOK9=CY8[SI46.*')($5GFT"Z/ XJT8#8\T>&1CLSJ\%!'
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M0Y%@<$S"G\*=4+