Quarterly report pursuant to Section 13 or 15(d)

STOCKHOLDERS' DEFICIENCY (Tables)

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STOCKHOLDERS' DEFICIENCY (Tables)
9 Months Ended
Jun. 30, 2012
Stockholders' Equity Note [Abstract]  
Schedule Of Stock Based Compensation Expenses [Table Text Block]

Stock-based compensation expense included in the accompanying statements of operations for the three months ended June 30, 2012 and 2011 is as follows:

 

    For the three months ended
June 30,
 
    2012     2011  
Cost of Neurometric Services revenues   $ 2,500     $ 2,500  
Research     24,000       28,900  
Product Development     19,000       16,900  
Sales and marketing     49,500       48,800  
General and administrative     245,200       282,900  
Total   $ 340,200     $ 380,000  

 

    For the nine months ended
June 30,
 
    2012     2011  
Cost of Neurometric Services revenues   $ 7,600     $ 7,600  
Research     75,200       170,400  
Product Development     53,600       50,800  
Sales and marketing     147,400       160,200  
General and administrative     726,900       836,400  
Total   $ 1,010,700     $ 1,225,400
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, 2011     524,201     $ 18.60  
Granted     -       -  
Exercised     -       -  
Forfeited     (339 )     14.10  
Outstanding at December 31, 2011     523,862     $ 18.49  
Granted     42,670       3.00  
Exercised     -       -  
Forfeited     -       -  
Outstanding at March 31, 2012     566,532     $ 17.32  
Granted     -       -  
Exercised     -       -  
Forfeited     -       -  
Outstanding at June 30, 2012     566,532     $ 17.32  

 

 
Schedule of Share-based Compensation, Activity [Table Text Block]

Following is a summary of the status of options outstanding at June 30, 2012:

 

Exercise
Price
    Number
of Shares
    Weighted
Average
Contractual
Life
    Weighted
Average
Exercise
Price
 
                             
$ 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       15,495       10 years     $ 14.10  
$ 15.30       1,373       10 years     $ 15.30  
$ 16.50       270,775       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  
$ 36.00       8,109       5 years     $ 36.00  
  Total       566,532             $ 17.32  

 

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

The warrant activity for the nine months ending June 30, 2012 and year ending September 30, 2011 respectively are described as follows:

 

Warrants     Exercise
Price
    Issued, Surrendered or Expired in Connection With:
  716,810             Warrants outstanding at October 1, 2010
                 
  111,100     $ 9.00     These warrants were issued to eight investors who purchased notes for $2,222,220 pursuant to the October Purchase Agreement described in note 3.  These investors included three directors of the Company, Mr. David Jones, Mr. John Pappajohn and Dr. George Kallins, each of whom purchased notes for $250,000 ($750,000 in aggregate) either directly or through an entity that they control.
                 
  5,558     $ 9.90     These warrants were issued to Monarch Capital who acted as placement agents in raising $500,000 from two investors who purchase notes pursuant to the October Purchase agreement described in note 3.

 

                These warrants were issued to 12 investors who purchased notes for $2,500,000 pursuant to the January Purchase Agreement described in note 3.  Of the 12 accredited investors during the January 2011 through April 2011 period, eight have previous relationships with the Company as follows:  
                 

 

  138,897     $ 9.00     1) A January Note in the principal amount of $50,000, and a warrant to purchase 2,778 shares were issued to the Company’s Chief Financial Officer, Paul Buck.
2) Three January Notes in aggregate principal amount of $562,500, and warrants to purchase 31,251 shares were issued to SAIL Venture Partners, LP, of which David Jones, a director of the Company, is a senior partner of the general partner.
3) Three January Notes in aggregate principal amount of $437,500, and warrants to purchase 24,307 shares were issued to SAIL 2010 Co-Investment Partners, L.P., an entity likewise affiliated with Mr. Jones.
4) Two January Notes in aggregate principal amount of $100,000, and a warrant to purchase 5,556shares were issued to Meyer Proler MD who first invested in 2006 and provides medical consulting services to the Company.
5) A January Note in the principal amount of $400,000 and a warrant to purchase 22,223 shares were issued to Pyxis Long /Short Healthcare fund which first invested in the company in October.
6) A January Note in the principle amount of $150,000 and a warrant to purchase 8,334 shares were issued to Cummings Bay Capital LP which has the same fund manager as the Pyxis Long/Short Healthcare Fund which first invested Company in October 2010.
7) A January Note in the principal amount of $200,000 and a warrant to purchase 11,112 shares were issued to Andy Sassine who had first invested in the Company in October 2010.
8) A January Note in the principal amount of $50,000 and a warrant to purchase 2,778 shares were issued to a trust, the trustee of which is the father-in-law of the Company’s Chief Executive Officer, George Carpenter.
9) Four January Notes in aggregate amount of $550,000 were issued to new accredited investors together with warrants to purchase 30,558 shares.

 

  10,002     $ 9.90     These warrants were issued Monarch Capital who acted as placement agents in raising $750,000 from three investors who purchased January Notes pursuant to the January Purchase Agreement described in Note 3 and Antaeus Capital, Inc. who acted as placement agent in raising $150,000 from one investor who purchased January Notes pursuant to the Note and Warrant Purchase agreement described in Note 3.  
                 
  (1,412 )   $ 0.30     Warrants expired  
                 
  (565 )   $ 0.30     Warrants were surrendered in a net issue exercise: 539 shares were issued in lieu of cash.  
                 
  980,390             Warrants outstanding at September 30, 2011
                 
  613,782     $ 3.00     As a result of the issuance of 2011 Bridge 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 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     $ 3.00     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.  

  

  (2,823 )   $ 0.30     Warrants were surrendered in a cash exercise for 2,823 shares.  
                 
                These warrants were issued to 4 investors who purchased notes for $1,080,000 pursuant to the 2011 Bridge Purchase Agreement described in note 3.  Of the 4 accredited investors during the October 2011 through December 2011 period, three have had prior relationships with the Company as follows:
                1)    Three 2011 Bridge 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.  
  360,003     $ 3.00     2)    Two 2011 Bridge 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)    A 2011 Bridge 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.     
                 
  2,667     $ 3.00     These warrants were issued to Monarch Capital who acted as placement agents in raising $80,000 from two investors who purchased 2011 Bridge Notes pursuant to the 2011 Bridge Note January Purchase Agreement described in Note 3.  
                 
  (87,574 )   $ 0.30 to $54.36     Warrants expired  
                 
  1,897,557             Warrants outstanding at December 31, 2011
                 
                These warrants were issued to 8 investors who purchased notes for $920,000 pursuant to the 2011 Bridge Purchase Agreement described in note 3 and a $90,000 unsecured bridge note.  Of the 8 accredited investors during the January 2012 through March 2012 period, four have had prior relationships with the Company as follows:
                1)    Three 2011 Bridge 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.  
  336,670     $ 3.00     2)    A 2011 Bridge 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.    
                3)    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.
                4)    Four 2011 Bridge Notes in aggregate amount of $700,000 and a warrant to purchase 233,335 shares were issued to four new investors to the company.  
                 
  2,667     $ 3.00     These warrants were issued to Monarch Capital who acted as placement agents in raising $80,000 from two investors who purchased 2011 Bridge Notes pursuant to the Bridge Note January Purchase Agreement described in Note 3.   

 

  15,167     $ 3.00     These warrants were issued to Innerkip Capital Management who acted as placement agents in raising $650,000 from three investors who purchased 2011 Bridge Notes pursuant to the 2011 Bridge Note January Purchase Agreement described in Note 3.    
                 
  (57,791 )   $ 1.80     Warrants expired  
                 
  2,194,270             Warrants outstanding at March 31, 2012
                 
                 
  (29,830 )   $ 43.20 to $54.0     Warrants expired  
                 
  2,164,440             Warrants outstanding at June 30, 2012