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Note 6 - Subsequent Events
6 Months Ended
Dec. 31, 2015
Notes to Financial Statements  
Subsequent Events [Text Block]
6
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S
ubsequent Events
 
Financing Transaction
On February 2, 2016, the Company entered into a purchase agreement pursuant to which the Company agreed to issue 14,705,882 shares of common stock, senior secured three-year convertible debentures (“Three-Year Debentures”) and five year warrants to purchase additional shares of common stock. The sale and issuance of the common stock, the Three-Year Debentures and the warrants will take place in two closings. At the first closing which occurred on February 13, 2016, in exchange for aggregate proceeds to the Company of $10.5 million, the Company sold 14,705,882 shares of common stock, Three-Year Debentures for $8.0 million, convertible into 47,058,824 shares and warrants to purchase 49,411,765 additional shares of Common Stock with an exercise price of $0.40. The second closing was dependent on the Thirty-Year Debentures, being repaid and cancelled. At the second closing, in exchange for aggregate proceeds to the Company of $4.5 million, the Company shall issue $4.5 million of additional Three-Year Debentures
, convertible into 26,470,588 common shares and warrants to purchase 21,176,470 additional shares of common stock at an exercise price of $0.40. The second closing occurred on February 16, 2016.
 
The Three-Year Debentures have a 22% interest rate and may not be prepaid without prior consent. The Three-Year Debentures will be secured by a first priority, senior lien over all of the Company’s assets. All outstanding principal and accrued and unpaid interest will be convertible into shares of common stock at the option of the holder at maturity or, provided that the second closing has occurred prior to maturity if (i) for 15 days upon and after the time that the Company’s cash balance and short-term investments, net of short term debt, are less than $2.1 million, (ii) the Company effects certain changes in control, or (iii) the Company’s common stock is delisted from NASDAQ. The Three-Year Debentures may be converted at the Company’s option prior to maturity, provided that (i) the 20-day simple moving average price of the Company’s common stock is at least $0.2125 and (ii) the volume weighted average trading price of the Company’s common stock is greater than $0.17 for ten consecutive days.
 
This financing transaction may result in a change of control of the Company. Upon the second closing and assuming the conversion of the Three-Year Debentures, exercise of the warrants in full and completion of the Thirty-Year Debenture restructuring transaction discussed below, the investors will own approximately 77% of the Company’s outstanding common stock on a fully-diluted basis based on the capitalization of the Company at February 2, 2016
. The exercise of the warrants in full would result in proceeds to the Company of $28,235.
 
Thirty-Year Debenture
Restructuring Transaction
In connection with the financing transaction described above, the Company concurrently entered into a Consent, Repayment and Release Agreement, pursuant to which the holders of the Thirty-Year Debentures have agreed to allow the Company to repay the Thirty-Year Debentures and all related interest and liquidated damages immediately on or after the first closing of the Three-Year Debentures. Upon the Company’s payment of $7.5 million, the Thirty-Year Debentures shall be deemed repaid in full and cancelled, all liquidated damages due and payable shall be deemed paid and satisfied in full, the registration rights agreement shall be terminated and the exercise price of the Series A warrants shall be changed from $0.68 to $0.40. Pursuant to the terms of the Consent Repayment and Release Agreement, upon receipt of the $7.5 million, the holders of the Series B warrants shall make a single, one-time cashless exercise of their remaining Series B warrants for 2,500,000 shares of common stock. All remaining Series B warrants shall be cancelled. This restructuring transaction occurred on February 16, 2016.