XML 21 R12.htm IDEA: XBRL DOCUMENT v3.3.1.900
Stock Transactions
12 Months Ended
Dec. 31, 2015
Stock Transactions [Abstract]  
STOCK TRANSACTIONS:

(6) STOCK TRANSACTIONS:

 

On February 19, 2014, the Company received $500,000 for the issuance of 10,000,000 shares of its Common Stock, less $37,640 in direct legal expenses, in connection with a securities purchase agreement with certain investors.

 

In connection with the closing of the February 2014 Common Stock transaction, the Company’s then Chief Executive Officer, C.E. Rick Strattan, converted his share of Series A Preferred Stock into 1,000,000 shares of the Company’s Common Stock. The share of Series A Preferred Stock was the only share of Series A Preferred Stock outstanding. Initially issued in 2004 to Mr. Strattan in exchange for the surrender of 1,029,412 shares of Common Stock then owned by him, the Series A Preferred Stock carried certain voting rights that entitled its holder to cast a number of votes representing a majority of the votes entitled to be cast by all of the Company’s capital stock. It was convertible by its terms into a number of shares of Common Stock to be agreed mutually by the Company and the holder at the time of conversion. The conversion was effected through a Conversion Agreement, dated as of February 19, 2014, between the Company and Mr. Strattan. The conversion of the Series A Preferred Stock was a condition to the closing of the February 2014 transaction.

 


In April 2014, we entered into entered into a one-year agreement with Scarsdale Equities, LLC (“Scarsdale”) to act as our financial advisor and exclusive placement agent. Under the agreement, Scarsdale is entitled to a fee with respect to each private placement of debt or equity securities of the Company in an amount equal to 6% of the proceeds of such financing, and a seven-year warrant to purchase 6% of the securities issued as a part of such financing, with an exercise price equal to 100% of the offering price of the securities sold during the term of the agreement. The agreement also provides for payment of the above fees for any financing within one year of the expiration of the term, with investors identified by Scarsdale during the term. N. Scott Fine, a director of the Company, was a principal of Scarsdale at the time we initially retained Scarsdale as our financial adviser, and his son is currently employed by Scarsdale and is active on our account.

 

On April 9, 2014, the Company entered into a Securities Purchase and Collaboration Agreement with Novit, L.P., a Delaware limited partnership and an investment arm of U.S. Pharmacia, and issued 4,000,000 shares of its Common Stock to Novit for gross proceeds to the Company of $1,000,000. In connection with the financing, the Company paid Scarsdale $60,000 and issued warrants to it and its designees to purchase 240,000 shares of Common Stock at an exercise price of $0.25 per share expiring April 2021.

 

Pursuant to the terms of the Agreement with Novit, the Company also agreed to give USP Zdrowie Sp. z o.o. (“USP”), a company organized under the laws of Poland and an affiliated entity of Novit, a “first look” for 60 days from the date of notice to USP by the Company, at any new products involving cyclodextrin technology developed or formulated by the Company for potential use by USP in its own product portfolio in certain Eastern European markets, prior to the Company marketing or selling such products in the same region for use in the over-the-counter pharmaceutical markets, and to explore other ways in which the Company’s cyclodextrin products may offer improvements to USP’s product portfolio.

 

On July 22, 2014, the Company entered into a Securities Purchase Agreement with a group of qualified private investors led by Novit L.P. The Company issued 1,725,000 shares of Common Stock and received gross proceeds of $1,725,000. In connection with the financing, the Company paid Scarsdale $103,500 and issued warrants to it and its designees to purchase 103,500 shares of Common Stock at an exercise price of $1.00 per share expiring July 2021.

 

In August 2014, the Company granted 100,000 shares of Common Stock to Jeff Tate (our President at that time). The Company expensed $66,400 for the year ended December 31, 2014.

 

On November 7, 2014, the Company awarded 10,000 shares of Common Stock to employees as a bonus. The Company also issued 10,000 shares of Common Stock to a scientific consultant, and 120,000 shares of Common Stock to its board of directors. The Company expensed $77,280.

 

On January 21, 2015, the Company awarded 35,000 shares of Common Stock to a consultant for past services. The Company accrued and expensed $16,520 in 2014.

 

On July 10, 2015, the Company entered into a Securities Purchase Agreement under which it issued 2.6 million shares of its Common Stock in a private placement, at a purchase price of $0.50 per share, for aggregate gross proceeds to the Company of $1.3 million. Scarsdale acted as financial advisor to the Company in connection with the private placement and was paid a cash fee in an amount equal to 6% of the gross proceeds of the private placement and was issued seven-year warrants to purchase 156,000 shares of Common Stock at an exercise price of $0.50 per share.

 

On July 28, 2015, the Company received $78,616 from the exercise of previously outstanding warrants for 314,465 shares of Common Stock at an exercise price of $0.25 per share.

 

On August 20, 2015, the Company issued 1.3 million shares of its Common Stock in a private placement, at a purchase price of $0.50 per share, for aggregate gross proceeds to the company of $650,000. Scarsdale acted as financial advisor to the company in connection with the private placement and was paid a cash fee in an amount equal to 6% of the gross proceeds of the private placement and it and its was designees were issued seven-year warrants to purchase 78,000 shares of Common Stock at an exercise price of $0.50 per share.

  

The following table presents the number common stock warrants outstanding at year end December 31, 2015 and 2014.

 

Warrants outstanding, December 31, 2013     314,465  
Issued     343,500  
Exercised     -  
Expired     -  
Warrants outstanding, December 31, 2014     657,965  
Issued     234,000  
Exercised     (314,465 )
Expired     -  
Warrants outstanding, December 31, 2015     577,500  

 

The following table presents the number of common stock warrants outstanding, their exercise price, and expiration dates at December 31, 2015:

 

Warrants Issued     Exercise Price     Expiration Date  
               
  240,000     $0.25       April 2021  
  103,500     $1.00       July 2021  
  156,000     $0.50       July 2022  
  78,000     $0.50       August 2022  
  577,500