| Subsequent Events [Text Block] |
Events subsequent to March 31, 2013 have been evaluated through the date these financial statements were issued, to determine whether they should be disclosed to keep the financial statements from being misleading. The following events have occurred since March 31, 2013.
From April 1, 2013 through May 13, 2013, three holders of October 2012 Notes converted $325,000 worth of notes plus the interest thereon into 7,171,471 shares of common stock as follow.
Conversion
Date |
|
Bridge Note
Originated |
|
Name |
|
Note
Tranche |
|
Note
Amount |
|
|
Conversion
Price per
share |
|
|
Total
Shares |
|
| 04/11/2013 |
|
08/22/2012 |
|
Meyer Proler MD (1) |
|
October 2012 |
|
$ |
50,000 |
|
|
|
0.04718 |
|
|
|
1,121,238 |
|
| 04/30/2013 |
|
11/29/2012 |
|
Mark & Jill Oman (2) |
|
October 2012 |
|
|
250,000 |
|
|
|
0.04718 |
|
|
|
5,500,212 |
|
| 04/30/2013 |
|
11/29/2012 |
|
Andy Sassine (3) |
|
October 2012 |
|
|
25,000 |
|
|
|
0.04718 |
|
|
|
550,021 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Total |
|
$ |
325,000 |
|
|
|
|
|
|
|
7,171,471 |
|
(1) Dr. Proler is an accredited investor who provides medical consulting services to the Company
(2) Mark & Jill Oman beneficially own more than 5% of the stock of the Company
(3) Andy Sassine is a Director of the Company
From April 1, 2013 through May 13, 2013, two accredited investors purchased an aggregate of 1,400,000 shares of common stock at a price of $0.25 per share pursuant to a Private Placement Offering Memorandum dated February 20, 2013. The Company received gross aggregate cash proceeds of $350,000. One of the investors is the Extuple Limited Partnership (“Extuple”), of which Philip Deck is the managing partner and which beneficially owns more than 5% of the Company.
On May 8, 2013 the Company filed its definitive Proxy statement on Form 14-A with the Securities and Exchange Commission in advance of its Annual Shareholder Meeting on May 23, 2013 at which shareholders of record on April 23, 2013 can vote on the following proposals:
|
1) |
to elect seven directors to serve until the next annual meeting of stockholders and until their successors are elected and qualified. The nominees are: Thomas Tierney, John Pappajohn, Zachary McAdoo, Walter Schindler, Robert Follman, Andy Sassine and Richard Turner. |
|
2) |
to amend the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Charter”) in order to increase the number of shares of common stock, par value $0.001 per share, authorized for issuance under the Charter from 100,000,000 to 150,000,000; |
|
3) |
to amend the Company’s Charter in order to create one or more new series of preferred stock, par value $0.001 per share, and authorize 15,000,000 shares of such preferred stock for issuance; |
|
4) |
to adopt the Company’s 2012 Omnibus Incentive Compensation Plan, as amended, to award grants of up to an aggregate of 15,000,000 shares of common stock; |
|
5) |
to consider and provide an advisory (non-binding) vote to approve the compensation of our named executive officers as described in the proxy statement; |
|
6) |
to consider and provide an advisory (non-binding) vote regarding the frequency of holding future say-on-pay votes; |
|
7) |
to ratify the selection by the Audit Committee of Cacciamatta Accountancy Corporation as our independent registered accounting firm for the fiscal year ending September 30, 2013; and |
|
8) |
to transact such other business as may properly come before the Annual Meeting and any meeting following postponement or adjournment thereof. |
|