Quarterly report pursuant to sections 13 or 15(d)

Note 8 - Stockholders' Equity

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Note 8 - Stockholders' Equity
3 Months Ended
Mar. 31, 2012
Stockholders' Equity Note Disclosure [Text Block]
8.     Stockholders’ Equity

Preferred Stock

In 2006, the Company issued 7,965,000 shares of Series A Convertible Preferred Stock. The holders of Series A Convertible Preferred Stock had the right to convert such shares, at any time, into shares of common stock at the then applicable conversion rate. In addition, the terms of the Series A Convertible Preferred Stock provided for automatic conversion into common stock at the then applicable conversion rate upon the closing of an initial public offering or the consent of holders of a majority of the outstanding shares of the Series A Convertible Preferred Stock. In connection with any of the foregoing conversion events, every four shares of Series A Convertible Preferred Stock would convert into one share of common stock, subject to adjustment for certain corporate events, including stock splits, stock dividends and recapitalizations. However, on December 15, 2011, the Company’s Board of Directors approved an amendment to the terms of the Series A Convertible Preferred Stock providing for the automatic conversion of all outstanding shares of Series A Convertible Preferred Stock into shares of common stock, on a 1-for-1 basis, on the effective date of a Form 10 filed by the Company with the SEC under the Exchange  Act. That amendment was approved by the stockholders of the Company on February 10, 2012, and a Certificate of Amendment effecting the change to the terms of the Series A Convertible Preferred Stock was filed with the state of Delaware on that same day. Accordingly, upon the effectiveness of the Company’s Form 10 on February 27, 2012, the outstanding shares of Series A Convertible Preferred Stock converted into 7,965,000 shares of the Company’s common stock.

On February 10, 2012, the stockholders of the Company also approved an Amended and Restated Certificate of Incorporation to be filed in connection with the effectiveness of the Company’s Form 10.  The Company filed the Amended and Restated Certificate of Incorporation with the state of Delaware on February 27, 2012, and it became effective upon filing.  Under such Amended and Restated Certificate of Incorporation, the Company has the authority to issue up to 25,000,000 shares of preferred stock, and the Board of Directors has the authority, without further action by the stockholders, to issue up to that number of shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix the rights, preferences and privileges of the shares of each series and any qualifications, limitations or restrictions thereon, and to increase or decrease the number of shares of any such series, but not below the number of shares of such series then outstanding.  At March 31, 2012, the Board of Directors had not designated any series of preferred stock, and no shares of the Company’s preferred stock were outstanding.

Summary of Conversions to Common Stock Upon Effectiveness of the Form 10

The table below summarizes the impact to the Company’s balance sheet and to shares outstanding of the conversions to common stock that occurred upon the effectiveness of the Company’s Form 10, which occurred on February 27, 2012:

   
Impact to Balance Sheet
   
Increase in
 
   
Before
   
Impact of
   
After
   
Common Shares
 
   
Conversions
   
Conversions
   
Conversions
   
Outstanding
 
                         
Impact on assets
                       
Deferred costs
  $ 799,123     $ (799,123 )   $ -       -  
                                 
Impact on liabilities and equity
                               
Accrued interest on converted notes
  $ 974,311     $ (974,311 )   $ -       1,092,559  
Summer 2011 Notes, net
    904,397       (904,397 )     -       2,183,334  
March 2010 Notes, net
    4,057,500       (4,057,500 )     -       4,071,000  
2011 Unit Offering Notes, net
    4,367,482       (4,367,482 )     -       9,050,834  
Total impact on liabilities
    10,303,690       (10,303,690 )     -       16,397,727  
Series A convertible preferred stock
    7,965,000       (7,965,000 )     -       7,965,000  
Additional paid-in capital and common stock
    -       19,345,209       19,345,209       -  
Accumulated deficit
    -       (1,875,642 )     (1,875,642 )     -  
Total impact on equity
    7,965,000       9,504,567       17,469,567       7,965,000  
Total impact on liabilities and equity
  $ 18,268,690     $ (799,123 )   $ 17,469,567       24,362,727  

The impact to accumulated deficit relates to the write-off of unamortized debt discounts and deferred financing costs.

Stock Options and Warrants

No stock options were granted by the Company during the three months ended March 31, 2012. During the three months ended March 31, 2012 and 2011, share-based compensation expense was $229,855 and $254,743, respectively. The Company records share-based compensation expense on a straight-line basis over the vesting period. As of March 31, 2012, there was unrecognized compensation expense of $1,481,773 related to outstanding stock options which is expected to be recognized over a weighted average period of approximately 1.7 years.

Warrants have been issued for terms of up to five years. Common stock warrants issued, expired, and outstanding during the three months ending March 31, 2012 is a follows:

   
Shares
   
Weighted - Average Exercise Price
 
Warrants outstanding at January 1, 2012
    1,922,944     $ 0.43  
Warrants issued during three months ended March 31, 2012
    2,854,038       0.70  
Warrants outstanding at March 31, 2012
    4,776,982       0.59  

The assumptions used in calculating the fair value of warrants issued during the three months ended March 31, 2012, utilizing the Black-Scholes pricing model for the three months ending March 31, 2012, are as follows:

Dividend yield
0%
Expected Volatility
47.8% to 49.0%
Risk free Interest rates
0.88% to 0.93%
Expected lives
5.0 years