Stockholders' (Deficit) Equity

9 Months Ended

Sep. 30, 2011

Stockholders' (Deficit) Equity

7. Stockholders’ (Deficit) Equity

Common Stock

On August 3, 2011, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with three investors and sold 428,572 shares of its Common Stock to the Investors at $3.50 per share, for an aggregate price of approximately $1,500,000. The Company received proceeds of $1,482,241, net of expenses.

On September 2, 2011, the Company purchased 1,179,212 shares of its Common Stock from Rock Castle Holdings, LLC, a more than 10% stockholder of the Company (“Rock Castle”), which constituted all of the outstanding shares of Common Stock owned by Rock Castle. The purchase price was $2.90 per share, or a total purchase price of $3,419,715.

During September 2011, the Company entered into securities purchase agreements with investors who agreed to invest an aggregate of $490,000 for 168,970 shares of common stock.  The Company received the $490,000 in cash proceeds and recorded the transaction as shares subscribed since the shares had not been issued as of September 30, 2011.

Preferred Stock

On January 1, 2011, the Company granted 3,597 shares of Series B convertible preferred stock valued at $33,992 to the Series B convertible preferred stock owners as payment in kind for dividends

Stock Options

On February 11, 2011, the Company granted three members of the Board of Directors options to purchase an aggregate of 60,000 shares of common stock with an exercise price of $4.10 for a total value of $133,110 under a previously approved option plan.  The options vest over a three year period and have a term of ten years.

On February 11, 2011, the Company granted employees options to purchase an aggregate of 145,000 shares of common stock with an exercise price of $4.10 for a total value of $321,683 under a previously approved option plan. The options vest over a three year period and have a term of ten years.

On February 11, 2011, the Company granted outside consultants options to purchase an aggregate of 100,000 shares of common stock with an exercise price of $4.10 for a total value of $221,850 under a previously approved option plan. The options vest over a three year period and have a term of ten years.

On July 1, 2011, the Company’s Chief Financial Officer exercised options to purchase 50,000 shares of common stock for aggregate cash proceeds of $40,000.

On July 13, 2011, the Company granted employees and two outside consultants options to purchase an aggregate of 165,000 shares of common stock with an exercise price of $4.62 for a total approximate value of $735,000 under a previously approved option plan.  The options vest over a three year period and have a term of ten years.

On August 12, 2011, the Company granted a member of the Board of Directors options to purchase an aggregate of 30,000 shares of common stock with an exercise price of $3.30 for a total value of $95,400 under a previously approved option plan.  The options vest over a three year period and have a term of ten years.

On August 31, 2011, the Board granted an option to an officer of the Company for 250,000 shares at S3.80 per share. The shares vest and become exercisable when a financing transaction, as defined is secured. The options have a term of 5 years, and have a fair value of $891,567 on the date of grant. Since this performance condition had not been met at the balance sheet date, the Company has not recorded a related expense on the condensed consolidated statement of operations.

Details of the options outstanding under all plans are as follows:

	Shares			Weighted Average Exercise Price		Weighted- Average Remaining Contractual  Term		Aggregate Intrinsic Value
Options outstanding at January 1, 2011		1,996,300		$	2.14		6.92		-
Granted		750,000		$	4.08		—		-
Expired		—			—		—		-
Canceled		(259,168	)	$	1.86		—		-
Exercised		(50,000	)	$	0.80		—		-
Options outstanding at September 30, 2011		2,437,132		$	2.77		6.63	$	3,556,600
Options exercisable at September 30, 2011		870,643		$	1.72		5.56	$	2,158,769

Range of Exercise	Number  Outstanding		Weighted Average Remaining Years of Contractual Life		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$0.80 – 2.00		630,132		5.95	$	1.29		569,007	$	1.33
$2.00 – 4.10		1,807,000		6.86	$	3.29		301,636	$	2.46
$0.80 – $4.10		2,437,132		6.63	$	2.77		870,643	$	1.72

Warrants

On May 13, 2011, the holder of warrants to purchase a total of 18,750 shares of the Company’s common stock, at an exercise price of $1.60 per share, elected to exercise the warrants on a cashless basis under the terms of the warrants.  The holder received a total of 14,135 net shares from the exercise.

On August 31, 2011, the Board granted to a shareholder a warrant to purchase 250,000 shares of common stock at an exercise price of $2.90 per share. The shares vest and become exercisable when a financing transaction, as defined, is secured. The options have a term of 5 years, and had a fair value of $895,848 on the date of grant. Since this performance condition has not been met at the balance sheet date, the Company has not recorded a related expense on the condensed consolidated statement of operations.

Details of outstanding warrants are as follows:

	Shares			Weighted Average Exercise Price ($)		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
Warrants outstanding at January 1, 2011		1,915,340		$	2.53		4.62
Granted		750,000		$	2.90		-		-
Expired		-			-		-		-
Exercised		(18,750	)		-		-		-
Warrants outstanding at September 30, 2011		2,646,590		$	2.64		4.18	$	4,125,908
Warrants exercisable at September 30, 2011		2,396,590		$	2.61		4.10	$	3,800,908