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CONVERTIBLE DEBT AND EQUITY FINANCINGS
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9 Months Ended | |
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Jun. 30, 2014
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| Debt Disclosure [Abstract] | ||
| Debt Disclosure [Text Block] |
4. CONVERTIBLE DEBT AND EQUITY FINANCINGS During 2010, 2011 and 2012, we entered into five private placement financings of convertible debt. Effective September 30, 2013, all convertible debt, and interest thereon, had been converted into 76,448,279 shares of Common Stock. As of October 1, 2012, the combined outstanding balance of all the below mentioned convertible debt was $8,012,000 with debt discount balance of $824,400. During the nine months ended June 30, 2014 and 2013, the Company amortized $0 and $637,200 of the debt discount respectively. The five tranches of private placements are summarized below. 1) The October 2010 Notes: These were approved by the Board on September 26, 2010, for the issuance of approximately $3 million in secured convertible promissory notes, bearing interest at 9% per annum, to be issued by January 31, 2011, and included the exchange of bridge notes, with accrued interest, issued, to two Directors. The October 2010 Notes in the aggregate principal amount of $3,023,900 and warrants to purchase 503,998 (ratchet and reverse split adjusted) shares of Common Stock were issued by November 12, 2010. Subsequently, the warrants that were issued with this transaction were forfeited pursuant to the Note Agreement, dated October 24, 2012 which, also amended the conversion price of the notes to $1.00 per share. A $250,000 note plus $53,300 of interest thereon which was held by SAIL Venture Partners was converted on January 31, 2013, into 303,313 shares of Common Stock at $1.00 per share. The remaining $2,773,900 notes plus $712,000 of interest thereon were converted into 13,943,539 shares of Common Stock pursuant to the offer letter to convert and the Omnibus Note Amendment Agreement, dated August 12, 2013, when all remaining holders of $1.00 convertible debt agreed to convert their notes and interest into shares of Common Stock at $0.25 per share. The combined conversions of the October 2010 Notes of $3,023,900 of principal plus $765,259 of interest converted into 14,246,852 shares. As of June 30, 2014 and September 30, 2013, no October 2010 Notes were outstanding. During the nine months ended June 30, 2014 and 2013, the Company amortized no debt discount in either period. 2) The January 2011 Notes: On November 23, 2010, the Board approved an approximate aggregate offering amount of $5 million in subordinated convertible promissory notes, bearing interest at 9% per annum, to be issued by July 31, 2011. From January 20, 2011 through April 25, 2011, the Company issued January 2011 Notes in an aggregate principal amount of $2,500,000 and warrants to purchase 416,674 (ratchet and reverse split adjusted) shares of Common Stock. Subsequently, the warrants that were issued with this transaction were forfeited pursuant to the Note Agreement, dated October 24, 2012, which also amended the conversion price of the notes to $1.00 per share. Six notes in the aggregate amount of $1,000,000 plus $166,500 of interest thereon, which were held by various SAIL entities were converted on January 31, 2013 into 1,166,503 shares of Common Stock at $1.00 per share. The remaining $1,500,000 notes plus $334,100 of interest thereon were converted into 7,336,500 shares of Common Stock pursuant to the offer letter to convert and the Omnibus Note Amendment Agreement which was fully executed on August 12, 2013, when all remaining holders of $1.00 convertible debt agreed to convert their notes and interest into shares of Common Stock at $0.25 per share. The combined conversions of the January 2011 Notes of $2,500,000 of principal plus $500,600 of interest converted into 8,503,003 shares. As of June 30, 2014 and September 30, 2013, no January 2011 Notes were outstanding. During the nine months ended June 30, 2014 and 2013, the Company amortized no debt discount in either period. 3) The October 2011 Notes: On September 30, 2011, the Board approved an approximate aggregate offering amount of $2 million in subordinated convertible promissory notes, bearing interest at 9% per annum, to be issued by April 1, 2012. From October 18, 2011 through January 31, 2012, the Company issued October 2011 Notes in an aggregate principal amount of $2,000,000 and warrants to purchase 666,673 (ratchet and reverse split adjusted) shares of Common Stock. Subsequently, the warrants that were issued with this transaction were forfeited pursuant to the Note Agreement, dated October 24, 2012, which also amended the conversion price of the notes to $1.00 per share. The $2,000,000 notes plus $301,400 of interest thereon were converted into 9,205,680 shares of Common Stock pursuant to the offer letter to convert and the Omnibus Note Amendment Agreement which was fully executed on August 12, 2013, when all holders of $1.00 convertible debt agreed to convert their notes and interest into shares of Common Stock at $0.25 per share. As of June 30, 2014 and September 30, 2013, no October 2011 Notes were outstanding. During the nine months ended June 30, 2014 and 2013, the Company amortized $0 and $277,100 of the debt discount respectively. 4) The February 2012 Note: On February 29, 2012, the Company raised $90,000 through the sale of a subordinated unsecured February 2011 Note, bearing interest at 9% per annum, and warrant to purchase 30,000 (ratchet and reverse split adjusted) shares of Common Stock. Subsequently, the warrant that was issued with this transaction was forfeited pursuant to the Note Agreement dated October 24, 2012, which also amended the conversion price of the note to $1.00 per share. The $90,000 note plus $11,900 of interest thereon was converted into 407,700 shares of Common Stock pursuant to the offer letter to convert and the Omnibus Note Amendment Agreement which was fully executed on August 12, 2013, when all holders of $1.00 convertible debt agreed to convert their notes and interest into shares of Common Stock at $0.25 per share. As of June 30, 2014 and September 30, 2013, no February 2012 Notes were outstanding. During the nine months ended June 30, 2014 and 2013, the Company amortized $0 and $15,000 of the debt discount respectively. 5) The October 2012 Notes: From August 17, 2012 through September 30, 2012, the Company issued five August 2012 Bridge Notes (these August 2012 Notes were subsequently replaced by the October 2012 Notes) in an aggregate principal amount of $400,000 as part of a $2 million bridge financing. No warrants were issued in conjunction with these notes. Furthermore $1,900 of these notes were converted into 40,000 shares of Common Stock prior to September 30, 2012 leaving an aggregate net $398,100 of convertible promissory August 2012 Bridge Notes outstanding. On October 19, 2012, the August 2012 Bridge Financing Purchase Agreement in connection with the August 2012 Bridge Notes was amended and restated (the “Amended and Restated Bridge Financing Purchase Agreement”) thereby extending the period for closing the sale of August 2012 Bridge Notes from October 15, 2012 to November 30, 2012. Additionally, the revised notes (“October 2012 Notes”) eliminated the mandatory conversion provision (upon a subsequent equity financing) included in the August 2012 Bridge Notes. Otherwise the October 2012 Bridge Notes had substantially the same terms as the August 2012 Notes. The Amended and Restated Bridge Financing Purchase Agreement provided for the issuance and sale of Bridge Notes in the aggregate principal amount of up to $2,000,000, in one or multiple closings to occur no later than November 30, 2012. Additionally this amended and restated agreement also provided for the reissuance and replacement of the five August 2012 Notes with the revised October 2012 Notes. Between January 31, 2013 and September 30, 2013, all $1,998,200 of October 2012 Notes and $81,800 of interest thereon were converted into 44,085,044 shares of Common Stock at $0.4718 per share. As of June 30, 2014 and September 30, 2013, no October 2012 Notes were outstanding. During the nine months ended June 30, 2014 and 2013, the Company amortized $0 and $368,900 of the debt discount respectively. According to ASC 470-20-55, when a convertible debt instrument is converted to equity pursuant to an inducement offer, the debtor recognizes an expense equal to the fair value of all securities and other consideration transferred in the transaction in excess of the fair value of securities issuable pursuant to the original conversion terms. The fair value of the securities or other consideration is measured as of the date the inducement offer is accepted by the convertible debt holder. In order to induce the holders of the October 2010 Notes, the January 2011 Notes, the October 2011 Notes and the February 2011 Note for which the original conversion terms were at $1.00 per share of Common Stock, the Board approved a 60-day period whereby the holders of these $1.00 notes could convert their notes at $0.25 per share of Common Stock, provided that 100% of these note holders agreed to convert. Effective August 12, 2013, all $1.00 note holders agreed to convert $7,723,300 of debt and interest thereon into 30,893,419 shares of Common Stock at $0.25 per share. Consequently, the fair value of three of the four shares converted per $1.00 in this transaction were determined to be an inducement to convert and were valued at an aggregate amount of $5,792,500; this amount was expensed as an inducement to convert on August 12, 2013. |