|
STOCKHOLDERS' DEFICIENCY (Tables)
|
6 Months Ended |
|
Mar. 31, 2013
|
| Schedule Of Stock Based Compensation Expenses [Table Text Block] |
Stock-based compensation expense is recognized over the employees’ or service provider’s requisite service period, generally the vesting period of the award. Stock-based compensation expense included in the accompanying statements of operations for the three months and six months ended March 31, 2013 and 2012 is as follows:
| |
|
For the three months ended
March 31, |
|
| |
|
2013 |
|
|
2012 |
|
| Cost of Neurometric Services revenues |
|
$ |
2,700 |
|
|
$ |
2,600 |
|
| Research |
|
|
24,900 |
|
|
|
23,900 |
|
| Product Development |
|
|
30,000 |
|
|
|
17,700 |
|
| Sales and marketing |
|
|
44,700 |
|
|
|
49,100 |
|
| General and administrative |
|
|
235,700 |
|
|
|
241,600 |
|
| Total |
|
$ |
338,000 |
|
|
$ |
334,900 |
|
| |
|
For the six months ended
March 31, |
|
| |
|
2013 |
|
|
2012 |
|
| Cost of Neurometric Services revenues |
|
$ |
5,200 |
|
|
$ |
5,100 |
|
| Research |
|
|
48,900 |
|
|
|
51,200 |
|
| Product Development |
|
|
49,000 |
|
|
|
34,600 |
|
| Sales and marketing |
|
|
99,100 |
|
|
|
97,900 |
|
| General and administrative |
|
|
491,300 |
|
|
|
481,600 |
|
| Total |
|
$ |
693,500 |
|
|
$ |
670,400 |
|
|
| Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] |
A summary of stock option activity is as follows:
| |
|
Number of
Shares |
|
|
Weighted
Average
Exercise
Price |
|
| Outstanding at September 30, 2012 |
|
|
546,746 |
|
|
$ |
17.08 |
|
| Granted |
|
|
5,395,000 |
|
|
|
0.04718 |
|
| Exercised |
|
|
- |
|
|
|
- |
|
| Forfeited |
|
|
(2,152 |
) |
|
|
14.10 |
|
| Outstanding at December 31, 2012 |
|
|
5,939,594 |
|
|
$ |
1.61 |
|
| Granted |
|
|
3,810,000 |
|
|
|
0.06 |
|
| Exercised |
|
|
- |
|
|
|
- |
|
| Forfeited |
|
|
- |
|
|
|
- |
|
| Outstanding at March 31, 2013 |
|
|
9,749,594 |
|
|
$ |
9.54 |
|
|
| Schedule of Share-based Compensation, Activity [Table Text Block] |
Following is a summary of the status of options outstanding at March 31, 2013:
Exercise
Price |
|
|
Number
of Shares |
|
|
Weighted
Average
Contractual
Life |
|
|
Weighted
Average
Exercise
Price |
|
| $ |
0.04718 |
|
|
|
8,955,000 |
|
|
|
10 years |
|
|
$ |
0.04718 |
|
| $ |
0.25 |
|
|
|
250,000 |
|
|
|
10 years |
|
|
$ |
0.25 |
|
| $ |
3.00 |
|
|
|
42,670 |
|
|
|
10 years |
|
|
$ |
3.00 |
|
| $ |
3.60 |
|
|
|
28,648 |
|
|
|
10 years |
|
|
$ |
3.60 |
|
| $ |
3.96 |
|
|
|
32,928 |
|
|
|
10 years |
|
|
$ |
3.96 |
|
| $ |
9.00 |
|
|
|
4,525 |
|
|
|
10 years |
|
|
$ |
9.00 |
|
| $ |
12.00 |
|
|
|
28,535 |
|
|
|
10 years |
|
|
$ |
12.00 |
|
| $ |
14.10 |
|
|
|
10,000 |
|
|
|
10 years |
|
|
$ |
14.10 |
|
| $ |
15.30 |
|
|
|
1,373 |
|
|
|
10 years |
|
|
$ |
15.30 |
|
| $ |
16.50 |
|
|
|
262,441 |
|
|
|
10 years |
|
|
$ |
16.50 |
|
| $ |
17.70 |
|
|
|
953 |
|
|
|
10 years |
|
|
$ |
17.70 |
|
| $ |
24.00 |
|
|
|
4,667 |
|
|
|
10 years |
|
|
$ |
24.00 |
|
| $ |
26.70 |
|
|
|
32,297 |
|
|
|
10 years |
|
|
$ |
26.70 |
|
| $ |
28.80 |
|
|
|
11,767 |
|
|
|
10 years |
|
|
$ |
28.80 |
|
| $ |
32.70 |
|
|
|
83,790 |
|
|
|
10 years |
|
|
$ |
32.70 |
|
| |
Total |
|
|
|
9,749,594 |
|
|
|
|
|
|
$ |
1.00 |
|
| Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] |
The warrant activity for the period starting October 1, 2011, through March 31, 2013 are described as follows:
| Warrants |
|
|
Exercise
Price
|
|
|
Issued, Surrendered or Expired in Connection With: |
| |
980,390 |
|
|
|
|
|
|
Warrants outstanding at October 1, 2011 |
| |
|
|
|
|
|
|
|
|
| |
613,782 |
|
|
$ |
3.00 |
|
|
As a result of the issuance of October 2011 Notes at a conversion of $3.00 and associated warrants to purchase common stock at an exercise price of $3.00, the ratchet provision in the October and January 2011 Notes was triggered with the resultant adjustment in the number of shares convertible at the lowered conversion price of $3.00 down from $9.00 and the consequential adjustment in the number of warrants issued to the October and January Note Holders. |
| |
|
|
|
|
|
|
|
|
| |
31,112 |
|
|
$ |
1.00 |
|
|
As mentioned above the ratchet provision in the issued placement agent warrants was also triggered with the resultant adjustment in the number of warrants being issued to the placement agents. Effective on November 20, 2012 the holders of placement agent warrants agreed to remove the ratchet feature in exchange for lowering the conversion price to $1.00 per share down from $3.00 per share. This resulted in the elimination of warrant liabilities as of such date. |
| |
|
|
|
|
|
|
|
|
| |
(2,823 |
) |
|
$ |
0.30 |
|
|
Warrants were surrendered in a cash exercise for 2,823 shares. |
| |
|
|
|
|
|
|
|
|
| |
696,673 |
|
|
$ |
3.00 |
|
|
These warrants were issued to 11 investors who purchased notes for $2,000,000 pursuant to the 2011 Bridge Purchase Agreement described in note 4 were as follows:
1) Three October 2011 Notes in aggregate principal amount of $750,000, and warrants to purchase 250,002 shares were issued to John Pappajohn, a director of the Company.
2) Two October 2011 Notes in aggregate amount of $80,000 were issued to accredited investors, who had previously invested in the Company, together with warrants to purchase 26,667 shares.
3) An October 2011 Note in the principal amount of $250,000, and a warrant to purchase 83,334 shares were issued to the Zanett Opportunity Fund, an entity affiliated with Zachary McAdoo, who was subsequently appointed a director of the Company.
4) Three October 2011 Notes in aggregate amount of $180,000 were issued to accredited investors, who had previously invested in the Company, together with warrants to purchase 60,001 shares.
5) An October 2011 Note in the principal amount of $40,000, and a warrant to purchase 13,334 shares were issued to the Zanett Opportunity Fund, an entity affiliated with Zachary McAdoo, who is a director of the Company.
6) A unsecured Bridge Note in the principal amount of $90,000, and a warrant to purchase 30,000 shares were issued to the Zanett Opportunity Fund, an entity affiliated with Zachary McAdoo, who is a director of the Company.
7) Four October 2011 Notes in aggregate amount of $700,000 and a warrant to purchase 233,335 shares were issued to four new investors to the company.
|
| |
|
|
|
|
|
|
|
|
| |
5,334 |
|
|
$ |
1.00 |
|
|
These warrants were issued to Monarch Capital who acted as placement agents in raising $80,000 from two investors who purchased October 2011 Notes pursuant to the 2011 Bridge Note January Purchase Agreement described in Note 4. Effective on November 20, 2012 the holders of placement agent warrants agreed to remove the ratchet feature in exchange for lowering the conversion price to $1.00 per share down from $3.00 per share. This resulted in the elimination of warrant liabilities as of such date. |
| |
|
|
|
|
|
|
|
|
| |
15,167 |
|
|
$ |
1.00 |
|
|
These warrants were issued to Innerkip Capital Management who acted as placement agents in raising $650,000 from three investors who purchased October 2011 Notes pursuant to the 2011 Bridge Note January Purchase Agreement described in Note 4. Effective on November 20, 2012 the holders of placement agent warrants agreed to remove the ratchet feature in exchange for lowering the conversion price to $1.00 per share down from $3.00 per share. This resulted in the elimination of warrant liabilities as of such date. |
| |
|
|
|
|
|
|
|
|
| |
(175,195 |
) |
|
|
$0.30 to $54.0 |
|
|
Warrants expired |
| |
|
|
|
|
|
|
|
|
| |
2,164,440 |
|
|
|
|
|
|
Warrants outstanding at September 30, 2012 |
| |
|
|
|
|
|
|
|
|
| |
(1,617,345) |
|
|
$ |
3.00 |
|
|
Warrants forfeited pursuant to the Amended and Restated Consent, Note Amendment and Warrant Forfeiture Agreement dated October 24, 2012 |
| |
|
|
|
|
|
|
|
|
| |
547,095 |
|
|
|
8.09 |
|
|
Warrants outstanding at December 31, 2012 |
| |
127,173 |
|
|
$ |
0.04718 |
|
|
These warrants were issued to Monarch Capital who acted as placement agents in raising $60,000 from one investor who purchased October 2012 Notes pursuant to the 2012 Bridge Note October Purchase Agreement described in Note 4. |
| |
519,288 |
|
|
$ |
0.04718 |
|
|
These warrants due to be issued to Tony Pullen who acted as placement agents in raising $350,000 from three investors who purchased October 2012 Notes pursuant to the 2012 Bridge Note October Purchase Agreement described in Note 4. |
| |
|
|
|
|
|
|
|
|
| |
1,193,556 |
|
|
|
3.73 |
|
|
Warrants outstanding at March 31, 2013 |
|
|
Senior Subordinated Convertible Notes Payable [Member]
|
|
| Schedule of Debt Conversions [Table Text Block] |
From January 18, 2013 through March 31, 2013 the following noteholders have converted their notes into shares of common stock.
Conversion
Date |
|
Bridge
Note
Dated |
|
Note #4
Reference |
|
Name |
|
Note
Tranche |
|
Note
Amount |
|
|
Share
Price |
|
|
Total
Shares |
|
| 01/18/13 |
|
11/30/12 |
|
(20) |
|
Larry Hopfenspirger |
|
October 2012 |
|
$ |
60,000 |
|
|
|
0.04718 |
|
|
|
1,287,303 |
|
| 01/25/13 |
|
11/28/12 |
|
(01) |
|
John Pappajohn |
|
October 2012 |
|
|
200,000 |
|
|
|
0.04718 |
|
|
|
4,300,551 |
|
| 01/31/13 |
|
08/21/12 |
|
(15) |
|
Tierney Family Trust |
|
October 2012 |
|
|
100,000 |
|
|
|
0.04718 |
|
|
|
2,205,914 |
|
| 01/31/13 |
|
09/06/12 |
|
(15) |
|
Tierney Family Trust |
|
October 2012 |
|
|
100,000 |
|
|
|
0.04718 |
|
|
|
2,197,435 |
|
| 01/31/13 |
|
10/01/10 |
|
(03) |
|
SAIL Venture Partners, LP |
|
October 2010 |
|
|
250,000 |
|
|
|
1.00000 |
|
|
|
303,313 |
|
| 01/31/13 |
|
02/28/11 |
|
(03) |
|
SAIL Venture Partners, LP |
|
January 2011 |
|
|
187,500 |
|
|
|
1.00000 |
|
|
|
220,454 |
|
| 01/31/13 |
|
04/15/11 |
|
(03) |
|
SAIL Venture Partners, LP |
|
January 2011 |
|
|
250,000 |
|
|
|
1.00000 |
|
|
|
291,063 |
|
| 01/31/13 |
|
04/25/11 |
|
(03) |
|
SAIL Venture Partners, LP |
|
January 2011 |
|
|
125,000 |
|
|
|
1.00000 |
|
|
|
145,219 |
|
| 01/31/13 |
|
02/28/11 |
|
(03) |
|
SAIL 2010 Co-Investment Partners, LP |
|
January 2011 |
|
|
62,500 |
|
|
|
1.00000 |
|
|
|
73,485 |
|
| 01/31/13 |
|
04/15/11 |
|
(03) |
|
SAIL 2010 Co-Investment Partners, LP |
|
January 2011 |
|
|
250,000 |
|
|
|
1.00000 |
|
|
|
291,063 |
|
| 01/31/13 |
|
04/25/11 |
|
(03) |
|
SAIL 2010 Co-Investment Partners, LP |
|
January 2011 |
|
|
125,000 |
|
|
|
1.00000 |
|
|
|
145,219 |
|
| 01/31/13 |
|
08/17/12 |
|
(03) |
|
SAIL Holding LLC |
|
October 2012 |
|
|
100,000 |
|
|
|
0.04718 |
|
|
|
2,208,034 |
|
| 01/31/13 |
|
10/26/12 |
|
(03) |
|
SAIL Venture Partners II, LP |
|
October 2012 |
|
|
50,000 |
|
|
|
0.04718 |
|
|
|
1,085,471 |
|
| 01/31/13 |
|
10/26/12 |
|
(03) |
|
SAIL 2010 Co-Investment Partners, LP |
|
October 2012 |
|
|
20,000 |
|
|
|
0.04718 |
|
|
|
434,189 |
|
| 01/31/13 |
|
10/26/12 |
|
(03) |
|
SAIL 2011 Co-Investment Partners, LP |
|
October 2012 |
|
|
20,000 |
|
|
|
0.04718 |
|
|
|
434,189 |
|
| 02/07/13 |
|
08/22/12 |
|
(10) |
|
BluMont Northern Rivers Fund |
|
October 2012 |
|
|
21,700 |
|
|
|
0.04718 |
|
|
|
480,000 |
|
| 03/21/13 |
|
11/28/12 |
|
(01) |
|
John Pappajohn |
|
October 2012 |
|
|
300,000 |
|
|
|
0.04718 |
|
|
|
6,538,258 |
|
| 03/26/13 |
|
08/22/12 |
|
(10) |
|
BluMont Northern Rivers Fund |
|
October 2012 |
|
|
16,400 |
|
|
|
0.04718 |
|
|
|
366,629 |
|
| 03/27/13 |
|
11/28/12 |
|
(08) |
|
George Carpenter |
|
October 2012 |
|
|
50,000 |
|
|
|
0.04718 |
|
|
|
1,091,299 |
|
| 03/28/13 |
|
11/06/12 |
|
(13) |
|
AlphaNorth Offshore, Inc. |
|
October 2012 |
|
|
39,100 |
|
|
|
0.04718 |
|
|
|
858,415 |
|
| |
|
|
|
|
|
|
|
Total |
|
$ |
2,327,300 |
|
|
|
|
|
|
|
24,957,503 |
|
|