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Subsequent Events
12 Months Ended
Dec. 31, 2012
Subsequent Events  
Subsequent Events

12.                               Subsequent Events

 

The Company has evaluated all events and transactions through the date of the filing. During this period the Company identified the following events for disclosure:

 

On January 16, 2013 the Company entered into an Amendment and Waiver to Securities Purchase Agreement to amend the Securities Purchase Agreement with GCP IV, LLC to provide for the issuance of (i) an additional $250,000 of 5% Senior Secured Convertible Debentures maturing on January 16, 2016 and (ii) warrants exercisable for a period of five years to purchase up to 2,500,000 shares of common stock at an exercise price of $0.15 per share.

 

On February 22, 2013, the Company entered into a Securities Purchase Agreement (the “SPA”) with a number of accredited investors, whereby the Company sold an aggregate of 26,933,333 shares of common stock and warrants to purchase an additional 26,933,333 shares of common stock with gross proceeds to the Company of $4,040,000 to these accredited investors (the “2013 Investors”) pursuant to the SPA. The Company intends to utilize the proceeds of the private placement for general working capital purposes, to pay for investor relations services as described below, for payment of fees to Palladium Capital Advisors, LLC, the exclusive placement agent, and for legal, blue sky and related expenses.  After payment of the placement agent fees and these other expenses, the Company anticipates net proceeds of approximately $3,500,000.

 

Each share of common stock was sold for a purchase price of $0.15 per Share.  In addition, each investor also received a five-year warrant to purchase one hundred (100%) percent of the number of shares of common stock purchased at an exercise price of $0.20 per share, subject to adjustment upon the occurrence of certain events such as stock splits and dividends and dilutive issuances.  The 2013 Warrants may be exercised on a cashless basis if at any time there is no effective registration statement within 180 days after the closing date of the private placement covering the resale of the shares of common stock underlying the 2013 Warrants. The 2013 Warrants contains limitations on the holder’s ability to exercise the 2013 Warrant in the event such exercise causes the holder to beneficially own in excess of 4.99% of the Company’s issued and outstanding common stock, subject to a discretionary increase in such limitation by the holder to 9.99% upon 61 days’ notice.  As part of the fee for its placement agent services, Palladium Capital Advisors also received a 2013 Warrant to purchase 1,885,333 shares of common stock on the same terms and conditions as the investors under the SPA.

 

The 2013 Investors have the option, for a period through November 21, 2013, to purchase for the same per share purchase price an equal number of shares of common stock and 2013 Warrants equal to up to one-half of the shares of common stock and 2013 Warrants purchased by the purchaser on the initial closing date.  The shares of common stock sold in the offering are subject to certain piggyback registration rights as well as certain other protections, including antidilution protection.

 

Simultaneously with the closing of the SPA, GCP IV, LLC (“GCP”), the original holder of the Company’s Convertible Notes (which have an aggregate principal balance of $5,250,000 as of January 16, 2013) entered into an Amendment and Waiver Agreement (“Amendment and Waiver Agreement”) with the Company under which GCP has agreed to (a) increase the number of shares exercisable under warrants issued to GCP in 2011 and 2012 (the “2011 and 2012 Warrants”) from 50,000,000 shares to 81,578,946 shares and to modify both the exercise price and the “VWAP price” of the 2011 and 2012  Warrants to $0.098 and $0.155, respectively, (b)  return to the Company for forfeiture the remaining warrants previously issued to GCP to purchase 12,500,000 shares of common stock, (c)  extend the due date for the $4,000,000 term debenture issued by the Company to GCP in February 2011 from February 22, 2014 to June 30, 2015, (d) until February 22, 2014, without the prior written consent from the majority of the investors under the SPA, forbear from declaring any Event of Default (as defined in the original debenture, and (e) relinquish its right to purchase up to an additional $750,000 in debentures under the terms of the original 2011 Securities Purchase Agreement.  The modifications to the 2011 and 2012 Warrants enable these warrants to be exercised on a cashless exercise basis, which, if fully exercised, would result in the issuance of 30,00,000 shares of common stock without the payment of additional cash consideration.

 

On February 22, 2013, the Company also entered into a consulting agreement (the “Consulting Agreement”) with ZA Capital, LLC (“ZA”) to provide investor relation services to the Company. In connection with the Consulting Agreement, the Company paid ZA $500,000 from the proceeds of a private placement described above.  The Company is obligated to pay ZA an additional $500,000 (for a total of $1.0 million in the aggregate) on the six-month anniversary of the Agreement for investor relations services during the following six-month period.The Consulting Agreement may be terminated by the Company for any reason, with or without cause, upon three (3) days written notice to ZA. In addition, the Consulting Agreement may be terminated by either party upon giving written notice to the other party if the other party is in default hereunder and such default is not cured within fifteen (15) days of receipt of written notice of such default.