UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-Q
(Mark
One) |
|
☑ |
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
|
|
For
the quarterly period ended June 30, 2015 |
|
|
☐ |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
|
|
For
the transition period from______________to______________ |
Commission
file number: 000-26020
VERITEQ CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
Delaware |
|
43-1641533 |
(State
or Other Jurisdiction of
Incorporation or Organization) |
|
(I.R.S.
Employer
Identification Number) |
|
|
|
3333
S. Congress Avenue, Suite 401, Delray Beach, Florida |
|
33445 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
(561)
846-7000
Registrant’s
Telephone Number, Including Area Code
N/A
(Former
Name, Former Address and Formal Fiscal Year, if Changed Since Last Report)
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No
☑
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes ☐ No ☑
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act (check one).
Large
accelerated filer ☐ |
Accelerated
filer ☐ |
Non-accelerated
filer ☐ |
Smaller
reporting company ☑ |
|
|
(Do
not check if smaller
reporting company) |
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No ☑
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Class |
|
Outstanding at December
31, 2015 |
Common
Stock, $0.00001 par value per share |
|
250,723,718
shares |
VERITEQ
CORPORATION AND SUBSIDIARIES
TABLE
OF CONTENTS
|
|
Page |
PART I – Financial Information |
|
|
|
Item
1. |
Financial
Statements (unaudited): |
|
|
Condensed
Consolidated Balance Sheets – As of June 30, 2015 and December 31, 2014 |
3 |
|
Condensed
Consolidated Statements of Operations – Three and Six Months ended June 30, 2015 and 2014 |
4 |
|
Condensed
Consolidated Statement of Changes in Stockholders’ Deficit – For the period from December 31, 2014 to June 30,
2015 |
5 |
|
Condensed
Consolidated Statements of Cash Flows – Six Months ended June 30, 2015 and 2014 |
6 |
|
Notes
to Condensed Consolidated Financial Statements |
7 |
Item
2. |
Management’s
Discussion and Analysis of Financial Condition and Results of Operations |
19 |
Item
3. |
Quantitative
and Qualitative Disclosures About Market Risk |
23 |
Item
4. |
Controls
and Procedures |
24 |
|
|
|
PART II – Other Information |
Item
1. |
Legal
Proceedings |
24 |
Item
1A. |
Risk
Factors |
24 |
Item
2. |
Unregistered
Sales of Equity Securities and Use of Proceeds |
25 |
Item
5. |
Other
Matters |
25 |
Item
6. |
Exhibits |
25 |
|
Signature |
25 |
VERITEQ
CORPORATION AND SUBSIDIARIES
PART
I – FINANCIAL INFORMATION
Item
1. Financial Statements
Condensed
Consolidated Balance Sheets
(in
thousands, except par value)
| |
June 30,
2015 | | |
December 31, 2014 | |
| |
(unaudited) | | |
| |
ASSETS | |
| | |
| |
Current assets: | |
| | |
| |
Cash | |
$ | 2 | | |
$ | 77 | |
Restricted cash | |
| 12 | | |
| 12 | |
Accounts receivable | |
| 66 | | |
| 11 | |
Inventory | |
| - | | |
| 2 | |
Other current assets | |
| 33 | | |
| 84 | |
Total current assets | |
| 113 | | |
| 186 | |
| |
| | | |
| | |
Property and equipment, net | |
| 28 | | |
| 35 | |
Other assets | |
| 54 | | |
| 54 | |
Intangible assets, net | |
| 1,000 | | |
| 1,470 | |
Total assets | |
$ | 1,195 | | |
$ | 1,745 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable | |
$ | 1,277 | | |
$ | 1,141 | |
Accrued expenses (including $948 and $1,171 to related parties) | |
| 2,635 | | |
| 2,511 | |
Notes payable, current portion, net of discounts
(including $940 and $152 to related parties) | |
| 3,828 | | |
| 2,480 | |
Liabilities for conversion options of convertible notes | |
| 2,286 | | |
| 930 | |
Subordinated debt with an embedded conversion option, at fair value | |
| 317 | | |
| 316 | |
Total current liabilities | |
| 10,343 | | |
| 7,378 | |
| |
| | | |
| | |
Commitments and contingencies (note 10) | |
| | | |
| | |
Notes payable, net of discount | |
| - | | |
| 286 | |
Warrant liabilities at fair value | |
| 2,062 | | |
| 534 | |
Estimated royalty obligations | |
| 440 | | |
| 440 | |
Total liabilities | |
| 12,845 | | |
| 8,638 | |
| |
| | | |
| | |
Series D preferred stock ($0.01 par value; 1,841 shares outstanding) | |
| 1,841 | | |
| 1,841 | |
| |
| | | |
| | |
Stockholders' deficit: | |
| | | |
| | |
Preferred stock ($0.01 par value; 5 million shares
authorized; 0 issued and outstanding | |
| - | | |
| - | |
Common stock ($0.00001 par value; 100 billion shares
authorized; 446 and * shares issued and outstanding) | |
| - | | |
| - | |
Additional paid-in capital | |
| 15,852 | | |
| 15,000 | |
Accumulated deficit | |
| (29,343 | ) | |
| (23,734 | ) |
Total stockholders' deficit | |
| (13,491 | ) | |
| (8,734 | ) |
Total liabilities and stockholders' deficit | |
$ | 1,195 | | |
$ | 1,745 | |
* |
At December 31, 2014 the Company had 30 shares (unrounded)
outstanding after giving retroactive effect to the reverse splits of 1:1,000 on February 11, 2015 and 1:10,000 on July 29, 2015 |
The
accompanying notes are an integral part of these consolidated financial statements.
VERITEQ
CORPORATION AND SUBSIDIARIES
Condensed
Consolidated Statements of Operations (unaudited)
(in
thousands, except per share data)
| |
Three Months Ended
June 30, | | |
Six Months Ended
June 30, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
Sales | |
$ | 188 | | |
$ | 21 | | |
$ | 283 | | |
$ | 95 | |
Cost of goods sold, exclusive of depreciation and
amortization shown separately below | |
| 84 | | |
| 8 | | |
| 121 | | |
| 46 | |
Gross profit | |
| 104 | | |
| 13 | | |
| 162 | | |
| 49 | |
| |
| | | |
| | | |
| | | |
| | |
Operating Expenses: | |
| | | |
| | | |
| | | |
| | |
Selling, general and administrative expenses | |
| 849 | | |
| 1,163 | | |
| 1,848 | | |
| 2,469 | |
Development expenses | |
| 51 | | |
| 75 | | |
| 104 | | |
| 139 | |
Asset impairment charge | |
| 380 | | |
| - | | |
| 380 | | |
| - | |
Depreciation and amortization expense | |
| 46 | | |
| 149 | | |
| 93 | | |
| 298 | |
Total operating expenses | |
| 1,326 | | |
| 1,387 | | |
| 2,425 | | |
| 2,906 | |
| |
| | | |
| | | |
| | | |
| | |
Operating loss | |
| (1,222 | ) | |
| (1,374 | ) | |
| (2,263 | ) | |
| (2,857 | ) |
Other (expenses) income | |
| | | |
| | | |
| | | |
| | |
Interest expense | |
| (356 | ) | |
| (1,131 | ) | |
| (690 | ) | |
| (1,592 | ) |
Change in fair value of derivative and other fair valued
instruments, net | |
| (3,228 | ) | |
| (3,047 | ) | |
| (2,662 | ) | |
| 3,578 | |
Other income (expense) | |
| 6 | | |
| (6 | ) | |
| 6 | | |
| (62 | ) |
Total other income | |
| (3,578 | ) | |
| (4,184 | ) | |
| (3,346 | ) | |
| 1,924 | |
| |
| | | |
| | | |
| | | |
| | |
Loss before income taxes | |
| (4,800 | ) | |
| (5,558 | ) | |
| (5,609 | ) | |
| (933 | ) |
Income tax benefit | |
| - | | |
| - | | |
| - | | |
| - | |
Net loss | |
$ | (4,800 | ) | |
$ | (5,558 | ) | |
$ | (5,609 | ) | |
$ | (933 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net loss per common share - basic and diluted | |
$ | (22.87 | ) | |
$ | (4,001,787 | ) | |
$ | (53.61 | ) | |
$ | (793,652 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted average
common shares outstanding - Basic and diluted | |
| 210 | | |
| 0.0014 | | |
| 105 | | |
| 0.0012 | |
The
accompanying notes are an integral part of these consolidated financial statements.
VERITEQ
CORPORATION AND SUBSIDIARIES
Condensed
Consolidated Statement of Changes in Stockholders’ Deficit (unaudited)
For
the Period from December 31, 2014 to June 30, 2015
(in
thousands)
| |
| | |
| | |
| | |
| | |
Additional | | |
| | |
Total | |
| |
Preferred Stock | | |
Common Stock | | |
Paid-in | | |
Accumulated | | |
Stockholders' | |
| |
Number | | |
Amount | | |
Number | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
Balance at December 31, 2014 | |
| - | | |
$ | - | | |
| * | | |
$ | - | | |
$ | 15,000 | | |
$ | (23,734 | ) | |
$ | (8,734 | ) |
Net loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (5,609 | ) | |
| (5,609 | ) |
Issuance of common stock for partial conversion
of notes payable and accrued interest |
|
|
- |
|
|
|
- |
|
|
|
308 |
|
|
|
- |
|
|
|
637 |
|
|
|
- |
|
|
|
637 |
|
Sale of common stock to related parties | |
| | | |
| | | |
| 1 | | |
| | | |
| 20 | | |
| | | |
| 20 | |
Settlement of liabilities with related party | |
| | | |
| | | |
| 11 | | |
| | | |
| 32 | | |
| | | |
| 32 | |
Issuance of common stock for cashless exercise of
warrants |
|
|
- |
|
|
|
- |
|
|
|
126 |
|
|
|
- |
|
|
|
11 |
|
|
|
- |
|
|
|
11 |
|
Reclassification of conversion option liabilities
upon conversion of notes payable | |
| - | | |
| - | | |
| | | |
| | | |
| 152 | | |
| | | |
| 152 | |
Balance at June 30, 2015 | |
| - | | |
| - | | |
| 446 | | |
| - | | |
| 15,852 | | |
| (29,343 | ) | |
| (13,491 | ) |
* |
At December 31, 2014 the Company had 30 shares (unrounded)
outstanding after giving retroactive effect to the reverse splits of 1:1,000 on February 11, 2015 and 1:10,000 on July 29, 2015 |
The
accompanying notes are an integral part of these consolidated financial statements.
VERITEQ
CORPORATION AND SUBSIDIARIES
Condensed
Consolidated Statements of Cash Flows (unaudited)
(in
thousands)
| |
For the Six Months
Ended
June 30, | |
| |
2015 | | |
2014 | |
Cash flows from operating activities: | |
| | |
| |
Net loss | |
$ | (5,609 | ) | |
$ | (933 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Stock-based compensation | |
| - | | |
| 354 | |
Deprecation and amortization | |
| 93 | | |
| 298 | |
Amortization of debt discount and deferred financing fees | |
| 561 | | |
| 1,568 | |
Asset impairment charge | |
| 380 | | |
| - | |
Change in fair value of subordinated convertible debt | |
| 1 | | |
| (2,788 | ) |
Change in fair value of conversion options embedded in convertible notes | |
| 1,122 | | |
| (3,628 | ) |
Change in fair value of warrants | |
| 1,539 | | |
| 2,838 | |
Gain on extinguishment of debt | |
| (9 | ) | |
| - | |
Loss on disposal of fixed assets | |
| 4 | | |
| - | |
Loss on settlement of other receivable | |
| - | | |
| 56 | |
Increase (decrease) in cash
attributable to changes in operating assets and liabilities: | |
| | | |
| | |
Accounts payable and accrued expenses | |
| 1,219 | | |
| 978 | |
Other receivable | |
| - | | |
| 115 | |
Other current assets | |
| 14 | | |
| 23 | |
Accounts receivable | |
| (55 | ) | |
| - | |
Other assets | |
| - | | |
| (55 | ) |
Net cash used in operating activities | |
| (740 | ) | |
| (1,174 | ) |
| |
| | | |
| | |
Cash flows from investing activities: | |
| | | |
| | |
Purchases of property and equipment | |
| (1 | ) | |
| (1 | ) |
Net cash used in investing activities | |
| (1 | ) | |
| (1 | ) |
| |
| | | |
| | |
Cash flows from financing activities: | |
| | | |
| | |
Proceeds from the issuance of convertible notes payable and warrants | |
| 654 | | |
| 635 | |
Proceeds from the issuance of related party notes and advances | |
| 128 | | |
| 235 | |
Repayment of convertible notes | |
| (29 | ) | |
| (400 | ) |
Repayment of related party notes and advances | |
| (107 | ) | |
| (33 | ) |
Proceeds from the issuance of common stock to related parties | |
| 20 | | |
| - | |
Decrease in restricted cash | |
| - | | |
| 835 | |
Net cash provided by financing activities | |
| 666 | | |
| 1,272 | |
| |
| | | |
| | |
Net (decrease) increase in cash | |
| (75 | ) | |
| 97 | |
Cash and cash equivalents - beginning of year | |
| 77 | | |
| 13 | |
Cash and cash equivalents - end of year | |
$ | 2 | | |
$ | 110 | |
The
accompanying notes are an integral part of these consolidated financial statements.
VERITEQ
CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements (unaudited)
June
30, 2015
1.
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SELECTED SIGNIFICANT ACCOUNTING POLICIES
Organization
and Basis of Presentation
These unaudited condensed consolidated
financial statements and notes thereto include the financial statements of VeriTeQ Corporation (“VC”), a Delaware corporation, and
its wholly-owned subsidiary, VeriTeQ Acquisition Corporation (“VAC”), a Florida corporation. VC, VAC and VAC’s
inactive VTQ IP Holding Corporation and PositiveID Animal Health Corporation subsidiaries are referred to together as “VeriTeQ”
or “the Company.” The Company’s business was comprised of ongoing efforts to provide implantable medical device
identification.
The
accompanying unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited
consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2014. These condensed consolidated interim financial statements have been prepared in accordance the instructions to Form
10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”) and therefore
omit or condense certain footnotes and other information normally included in consolidated interim financial statements prepared
in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany
balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, all adjustments
(consisting of normal recurring adjustments) considered necessary for the fair presentation of the condensed consolidated interim
financial statements have been made. Results of operations reported for interim periods may not be indicative of the results for
the entire year.
During the three and six months ended June 30, 2015 and 2014, comprehensive loss was equal to the net loss
amounts presented for the respective periods in the accompanying condensed consolidated interim statements of operations. In addition,
certain prior year balances have been reclassified to conform to the current presentation. Specifically, the Change in fair value
of convertible debt with embedded option feature, Change in fair value of conversion option of the convertible notes and Change
in fair value of warrant liabilities for the three and six months ended June 30, 2014, which had been reflected as separate line
items in the consolidated statements of operations, are now reflected in Change in fair value of derivative and other fair valued
instruments in the accompanying consolidated statements of operations.
Going
Concern
The
accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates
the realization of assets and the settlement of liabilities in the normal course of business. The Company has incurred significant
operating losses since its inception on December 14, 2011 and had a working capital deficit and accumulated deficit at June 30,
2015 of $10.2 million and $29.3 million, respectively. The Company’s cash position is critically deficient, and payments
essential to the Company’s ability to operate are not being made in the ordinary course. Failure to raise capital in the
coming days to fund the Company’s operations and failure to generate positive cash flow to fund such operations in the future
will have a material adverse effect on the Company’s financial condition. These factors raise substantial doubt about the
Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any
adjustments to the classification of recorded asset amounts or the amounts and classification of liabilities that might result
from this uncertainty. The auditor’s report on the Company’s financial statements for the years ended December 31,
2014 and 2013 expressed substantial doubt about the Company’s ability to continue as a going concern.
The
Company needs to raise additional funds immediately and continue to raise funds until it begins to generate sufficient cash from
operations, and it may not be able to obtain the necessary financing on acceptable terms, or at all. During the six months ended
June 30, 2015, the Company raised approximately $0.8 million from the sale of convertible promissory notes (see note 4).
On October 19, 2015, the Company
received a default notice from its senior lender demanding repayment of approximately $2.1 million of indebtedness, secured
by substantially all of the Company’s assets, which the Company was unable to repay. The Company also received a Notice
of Disposition of Collateral advising the Company that the senior lender, acting as collateral agent, intended to sell the
assets at auction. On November 4, 2015, the Company’s assets were sold at auction for the sum of $1 million, which was
credited against the Company’s outstanding senior debt (see note 12). As of the date of this report, the Company has
ceased its business operations related to implantable medical device identification.
VERITEQ
CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements (unaudited)
June
30, 2015
Reverse
Stock Splits and Change in Par Value of Common Stock
On
December 18, 2014, an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse split
of all of the outstanding shares of the Company’s common stock at a ratio of 1 for 1,000 was approved by the Company’s
Stockholders. The Certificate of Amendment became effective on February 11, 2015, and at that time each 1,000 shares of outstanding
common stock of the Company was combined and automatically converted into one share of the Company’s common stock, with
a par value of $0.00001 per share (the “February 2015 Reverse Stock Split”). In addition, the conversion and exercise
prices of all of the Company’s outstanding preferred stock, common stock purchase warrants, stock options and convertible
notes payable were proportionately adjusted at the 1:1,000 reverse split ratio consistent with the terms of such instruments.
No fractional shares were issued as a result of the February 2015 Reverse Stock Split, and shareholders received a cash payment
in lieu of such fractional shares that they would otherwise be entitled.
Also
on December 18, 2014, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate
of Incorporation to (i) reduce the par value of the Company’s common stock from $0.01 per share to $0.00001 per share; and
(ii) increase the number of shares of common stock that the Company is authorized to issue from 500 million to 10 billion. This
amendment became effective on December 18, 2014.
On
July 29, 2015, another amendment to the Company’s Amended and Restated Certificate of Incorporation became effective
to implement a 1-for-10,000 reverse stock split (the “July 2015 Reverse Stock Split”) of the Company’s
common stock. As a result, each 10,000 shares of the Company’s issued and outstanding common stock automatically, and
without any action on the part of the respective holders, were combined and converted into one issued and outstanding share
of common stock. The July 2015 Reverse Stock Split resulted in a reduction in the number of issued and outstanding shares of
the Company’s common stock from approximately 4.4 billion to approximately 446,000. The July 2015 Reverse Stock Split
affected all issued and outstanding shares of the Company's common stock, as well as all common stock underlying convertible
notes, warrants, convertible preferred stock and stock options outstanding immediately prior to the July 2015 Reverse Stock
Split. The amendment also increased the number of shares of common stock that the Company is authorized to issue from 10
billion to 100 billion. The Amendment was approved by the Company’s Board of Directors and ratified by the
Company’s stockholders on May 26, 2015.
All
share, per share and capital stock amounts as of June 30, 2015 and December 31, 2014, and for the three and six months ended June
30, 2015 and 2014 have been retroactively restated to give effect to the July 2015 Reverse Stock Split, the February 2015 Reverse
Stock Split and the change in the par value of the Company’s common stock.
Use
of Estimates
The
preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of
the consolidated financial statements and the reported amounts of revenues and expenses during the year. Actual results could
be affected by those estimates. Included in these estimates are assumptions used in determining the lives and valuation of long-lived
assets, in valuation models used in estimating the fair value of certain promissory notes, warrants, embedded conversion options,
stock-based compensation and in determining valuation allowances for deferred tax assets.
Inventory
Inventory
consisted of purchased finished goods at June 30, 2015 and December 31, 2014. Inventory is valued at the lower of the value using
the first-in, first-out (“FIFO”) cost method, or market.
Property
and Equipment
Property
and equipment consists primarily of machinery and computer equipment and is stated at cost less accumulated depreciation. Depreciation
expense is computed using the straight-line method over the estimated useful life of the related assets, generally ranging from
3 to 10 years. Depreciation expense for the three and six months ended June 30, 2015 was approximately $2,000 and $4,000, respectively.
Depreciation for the three and six months ended June 30, 2014 was less than $1,000.
VERITEQ
CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements (unaudited)
June
30, 2015
Intangible Assets
The
Company’s intangible assets (see note 2) are amortized on a straight-line basis over their expected economic lives ranging
from 7 to 14 years. The lives were determined based upon the expected use of the asset, the ability to extend or renew patents,
trademarks and other contractual provisions associated with the asset, the stability of the industry, expected changes in and
replacement value of distribution networks and other factors deemed appropriate. The Company reviews its intangible assets and
other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset
may not be fully recoverable. If an impairment indicator is present, the Company evaluates recoverability by a comparison of the
carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the carrying value
of the asset exceeds the projected undiscounted cash flows, the Company is required to estimate the fair value of the asset and
recognize an impairment charge to the extent that the carrying value of the asset exceeds its estimated fair value. The Company
recorded an impairment charge of $0.4 million for the three and six months ended June 30, 2015 and did not record any impairment
charges during the three and six months ended June 30, 2014.
Revenue
Recognition
Product
revenue is recognized at the time product is shipped and title has transferred, provided that a purchase order has been received
or a contract has been executed, there are no uncertainties regarding customer acceptance, the sales price is fixed and determinable
and collectability is deemed probable. Cost of products sold is recorded as the related revenue is recognized.
Income
Taxes
The
Company recognizes deferred tax liabilities and assets based on the temporary differences between the financial statement and
tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates
in effect for the year in which the differences are expected to affect taxable income. Temporary differences between taxable income
reported for financial reporting purposes and income tax purposes consist primarily of timing differences such as amortization
of intangible assets, deferred officers' compensation and stock-based compensation. A valuation allowance is provided against
net deferred tax assets when the Company determines it is more likely than not that it will fail to generate sufficient taxable
income to be able to realize the deferred tax assets.
In
accordance with U.S. GAAP, the Company is required to determine whether a tax position of the Company is more likely than not
to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation
processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of
benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Derecognition of a tax benefit previously
recognized could result in the Company recording a tax liability that would reduce net assets. Based on its analysis, the Company
has determined that it has not incurred any liability for unrecognized tax benefits as of June 30, 2015 and December 31, 2014.
Concentration
All
of the Company’s revenue and accounts receivable are from a single customer, Establishment Labs, SA.
Loss
per Common Share and Common Share Equivalent
Basic
loss per share excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number
of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if securities
or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock
that then shared in the income of the Company. The following securities were excluded in the computation of dilutive loss per
share for the six months ended June 30, 2015 and 2014 because their inclusion would have been anti-dilutive:
| |
2015 | | |
2014 | |
Stock options | |
| - | | |
| - | |
Warrants | |
| 4,704,464 | | |
| 1 | |
Shares issuable upon conversion of preferred stock | |
| 1,841,000 | | |
| - | |
Shares issuable upon conversion of convertible notes payable | |
| 7,345,527 | | |
| 1 | |
| |
| 13,890,991 | | |
| 2 | |
VERITEQ
CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements (unaudited)
June
30, 2015
Impact
of Recently Issued Accounting Standards
From
time to time, the Financial Accounting Standards Board (the “FASB”) or other standards setting bodies will issue new
accounting pronouncements. Updates to the FASB Accounting Standards Codification (“ASC”) are communicated through
issuance of an Accounting Standards Update (“ASU”).
In
April of 2015, the FASB issued ASU No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30);Simplifying the Presentation
of Debt Issuance Costs, which is effective for fiscal years beginning after December 15, 2015. The amendments in this Update
require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction
from the carrying amount of the debt, consistent with debt discounts. Early adoption is permitted. The Company does not believe
that adoption of this ASU will have a material impact on its consolidated financial statements.
In
August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure
of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), which is effective
for annual periods ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is
permitted. Under ASU 2014-15, entities will be required to formally assess their ability to continue as a going concern and provide
disclosures under certain circumstances. While current practice regarding such disclosures is often guided by U.S. auditing standards,
the new standard explicitly requires the assessment at interim and annual periods, and provides management with its own disclosure
guidance. The standard can be adopted early. The Company is currently assessing the impact that adopting these new assessment
and disclosure requirements will have on its financial statements and footnote disclosures. See note 1 for the Company’s
current disclosure about its ability to continue as a going concern.
In
May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606),”
(“ASU 2014-09”). ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue
arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance.
This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model
will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects
the consideration a company expects to receive in exchange for those goods or services. ASU 2014-09 is effective for public entities
for annual reporting periods beginning after December 15, 2016 and interim periods within those periods. Early adoption is not
permitted. The FASB has approved a one-year deferral of the effective date with the option to early adopt using the original effective
date. Entities may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-09. The Company is currently
assessing the impact that adopting this new accounting guidance will have on its consolidated financial statements and footnote
disclosures.
2.
INTANGIBLE ASSETS
Intangible
assets consist of the following:
| |
June 30, 2015 | | |
December 31, 2014 | |
| |
Gross Carrying | | |
Accumulated | | |
| | |
Gross Carrying | | |
Accumulated | | |
| |
($000's) | |
Amount | | |
Amortization | | |
Total | | |
Amount | | |
Amortization | | |
Total | |
| |
| | |
| | |
| | |
| | |
| | |
| |
Proprietary Technology | |
$ | 1,372 | | |
$ | (372 | ) | |
$ | 1,000 | | |
$ | 1,500 | | |
$ | (318 | ) | |
$ | 1,182 | |
Customer relationship | |
| 248 | | |
| (248 | ) | |
| - | | |
| 500 | | |
| (212 | ) | |
| 288 | |
| |
$ | 1,620 | | |
$ | (620 | ) | |
$ | 1,000 | | |
$ | 2,000 | | |
$ | (530 | ) | |
$ | 1,470 | |
VERITEQ
CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements (unaudited)
June
30, 2015
As
of June 30, 2015, the Company determined that its customer relationship intangible asset was fully impaired, and that the fair
value of its proprietary technology was $1.0 million (see note 12). As a result, the Company recognized impairment charges aggregating
to $0.4 million to write these assets down to their fair values. Amortization of intangibles charged against income amounted to
$44,000 and $0.1 million for the three-months ended June 30, 2015 and 2014, respectively, and $0.1 million and $0.3 million for
the six months ended June 30, 2015 and 2014, respectively.
3.
ACCRUED EXPENSES
The
following table summarizes the significant components of accrued expenses:
| |
June 30, 2015 | | |
December 31, 2014 | |
| |
(in thousands) | |
Accrued payroll and payroll related (including $842 and $1,060 to related parties) | |
$ | 1,202 | | |
$ | 1,204 | |
Accrued legal | |
| 488 | | |
| 477 | |
Accrued other expenses (including $106 and $111 to related parties) | |
| 945 | | |
| 830 | |
Total accrued expenses | |
$ | 2,635 | | |
$ | 2,511 | |
During
the six months ended June 30, 2015, the Company entered into separate agreements with Scott Silverman, the Company’s Chief
Executive Officer, Randolph Geissler, the Company’s President, Michael Krawitz, the Company’s Chief Legal and Financial
Officer and one other executive officer, (collectively, the “Executive Officers”) whereby each Executive Officer agreed
that certain amounts of accrued but unpaid compensation that each individual was entitled to receive (aggregating approximately
$914,000) would be paid in the form of a convertible promissory note (the “Officer Notes”). In connection with these
agreements, the Company issued Officer Notes to Messrs. Silverman, Geissler, Krawitz and the other executive officer in the principal
amount of $194,010, $285,000, $384,509 and $50,000, respectively.
4.
NOTES PAYABLE
Notes
payable at June 30, 2015 and December 31, 2014 consist of the following:
| |
June 30,
2015 | | |
December 31, 2014 | |
| |
(in thousands) | |
Convertible notes payable with a bifurcated conversion option | |
| 3,039 | | |
| 2,943 | |
Related party and Officer notes | |
| 1,066 | | |
| 169 | |
Other notes payable | |
| 176 | | |
| 185 | |
Discount on notes payable | |
| (453 | ) | |
| (531 | ) |
| |
| 3,828 | | |
| 2,766 | |
Less current portion | |
| (3,828 | ) | |
| (2,480 | ) |
Non-current notes payable | |
| - | | |
| 286 | |
Convertible
Notes with a Bifurcated Conversion Option
During
the six months ended June 30, 2015, the Company issued convertible promissory notes in the aggregate principal amount of $711,550,
and received net proceeds of $653,598. These notes are generally due one year after the date of issuance, bear interest at rates
of 1% to 12% per annum, and are convertible into shares of common stock at 57% to 61% of the market price of the Company’s
common stock based on the low end of the trading range of the common stock during the 10 to 30 days prior to conversion, depending
on the specific note being converted.
With
respect to the foregoing notes, in the event the Company were to issue or sell, or is deemed to have issued or sold, any shares
of common stock for a consideration per share (the “New Issuance Price”) that is less than the conversion price in
effect immediately prior to such issue or sale or deemed issuance or sale (a “Dilutive Issuance”), then, immediately
after such Dilutive Issuance, the conversion price then in effect is reduced to an amount equal to the New Issuance Price.
VERITEQ
CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements (unaudited)
June
30, 2015
In
connection with the issuance of one of the foregoing notes, the Company issued a warrant to purchase 50 shares of the Company’s
common stock at an exercise price of $210 per share, subject to adjustment for stock splits, stock dividends and stock combinations
(the “March 2015 Warrant”). The March 2015 Warrant is exercisable at any time until three years after the date of
issuance. The terms of the warrant provides for a proportional downward adjustment of the exercise price in the event that the
Company issues or sells, or is deemed to have issued or sold, shares of common stock at an issuance price that is less than the
market price of the common stock at the time of issuance, as defined in the warrant agreement. The Company determined that the
fair value of the March 2015 Warrant was de minimus at the date of issuance and at June 30, 2015.
During
the six months ending June 30, 2015, $576,797 of previously issued convertible notes, along with $10,375 of accrued interest,
were converted into 281,908 shares of the Company’s common stock, and $28,800 of convertible notes were repaid in accordance
with their terms. In connection with the notes converted, $152,000 of the bifurcated option liability was reclassified into additional
paid-in capital. Also during the six months ending June 30, 2015, the Company entered into a settlement agreement with one of
its convertible noteholders which reduced the outstanding principal balance on their notes by $9,375, which was recorded as a
gain on the settlement of debt and is reflected in other income in the accompanying consolidated statements of operations for
the three and six months ended June 30, 2015. At June 30, 2015, the outstanding balance on these convertible notes was $3,039,970.
The
Company’s failure to timely file its Quarterly Report on Form 10-Q for the period ending June 30, 2015 with SEC, as well
as its failure to repay approximately $1.6 million of convertible notes that had reached their maturity date, constitute events
of default under the terms of the convertible notes. As more fully described in note 12, on October 19, 2015, the Company received
a default notice from its senior lender, acting in its capacity as collateral agent representing approximately $2.2 million of
senior convertible notes with first priority security interests on the Company’s assets, demanding repayment of these notes.
The Company did not have the financial resources to repay this indebtedness. In conjunction with the default notice, the Company
received a Notification of Disposition of Collateral, advising the Company that the senior lender intended to sell, lease or license
the assets securing the senior convertible notes at a public auction. The auction took place on November 4, 2015 and the senior
lender received proceeds of $1.0 million, which was credited against the Company’s outstanding balance of convertible notes.
The remaining outstanding convertible notes currently accrue default interest at rates ranging from of 18% to 22% per annum, and
the holders of the notes retain their right to convert the outstanding principal plus accrued and unpaid interest into shares
of the Company’s common stock in accordance with the terms of the notes.
Related
Party Notes Payable
On
January 23, 2015, the Company borrowed $45,000 from Scott Silverman, as evidenced by a promissory note (the “2015 Silverman
Note”). The 2015 Silverman Note was payable on demand, and bearing interest at a rate of 5% per annum. Between January 30,
2015 and June 30, 2015, the 2015 Silverman Note was repaid in its entirety, and Mr. Silverman agreed to forgo receiving interest
on the note. During the six months ending June 30, 2015, the Company also received $21,100 of short-term advances from Mr. Silverman,
net of repayments, which remain outstanding as of June 30, 2015. These short-term advances do not bear interest and are repayable
to Mr. Silverman on demand.
As
discussed in note 3, during the six months ended June 30, 2015, four of the Company’s executive officers entered into agreements
with the Company whereby certain amounts of accrued but unpaid compensation that each individual was entitled to receive would
be paid in the form of Officer Notes, and the Company issued an aggregate of $913,519 of Officer Notes in satisfaction of the
accrued liabilities. In addition, Mr. Geissler and Mr. Krawitz agreed to have their previously issued and outstanding demand notes
due from the Company, in the principal amounts of $34,000 and $60,000, respectively, converted into separate Officer Notes. The
Officer Notes bear interest at a rate of 5% per annum, with principal and interest due on March 1, 2016.
The
Company has the option to prepay the Officer Notes, in whole or in part, and without premium or penalty, at any time upon 5 business
days’ written notice to the holder. At any time after September 1, 2015, the holder of an Officer Note can convert all or
part of the note into shares of the Company’s common stock at a conversion price equal to the average daily closing price
of the Company’s common stock for the 10 days prior to conversion.
VERITEQ
CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements (unaudited)
June
30, 2015
On
April 16, 2014 and May 1, 2014, the Company issued promissory notes to Ned L. Siegel in the principal amount of $30,000 and $20,000,
respectively (collectively, the “Siegel Notes”), with interest accruing at a rate of 9% per annum and with principal
and interest due on these notes one year after their date of issuance. Mr. Siegel was appointed a director of the Company on June
17, 2014, and resigned from the Company’s board of directors on January 28, 2015. On February 27, 2015, the Siegel Notes
were amended to (i) extend the maturity date to March 1, 2016, and (ii) reduce the per share conversion price from $350 to 60%
of the average of the three lowest closing prices of the Company’s common stock for the 10 trading days prior to conversion.
During
the six months ending June 30, 2015, $37,924 of related party notes, along with $1,483 of accrued interest, were converted into
26,720 shares of common stock. As of June 30, 2015 there were $1,065,695 of related party notes outstanding.
Other
Notes Payable
Other
notes payable as of December 31, 2014 consisted of a note payable to PositiveID Corporation (“PSID”) in the principal
amount of approximately $115,000 (the “PSID Note”) which is to be repaid through the issuance of a de minimus number
of shares of the Company’s stock, and other promissory notes with an aggregate principal amount of $70,625 that are generally
convertible into shares of the Company’s common stock at the option of the holder at a conversion price of $350 per share.
For some of these notes, the Company may, at its sole option, elect to convert the note into common stock at a conversion price
that is equal to 60% of the market price of the Company’s common stock, as defined in the notes. During the six months ended
June 30, 2015, $9,400 of these notes, plus $1,537 of accrued interest, was converted into 10 shares of the Company’s common
stock.
At
June 30, 2015, the total of all of the Company’s outstanding promissory notes was convertible into an aggregate of 7,345,527
shares of the Company’s common stock.
During
the six months ended June 30, 2015 and 2014, the Company recognized interest expense of approximately $0.7 million and $1.6 million,
respectively, which is primarily related to the amortization of debt discounts.
5.
SUBORDINATED DEBT REPORTED AT FAIR VALUE
In
December 2012, VAC entered into an asset purchase agreement and royalty agreement with SNC Holding Corp. wherein VAC acquired
various technology and trademarks related to its radiation dose measurement technology. Under the terms of the agreements, VAC
issued a non-interest bearing secured subordinated convertible promissory note in the principal amount of $3.3 million (the “SNC
Note”). The SNC Note is convertible into one-third of the beneficial common stock ownership of VC held by Scott Silverman,
though Mr. Silverman has no beneficial common stock ownership as of June 30, 2015 and December 31, 2014 as a result of the February
2015 Reverse Stock Split and the July 2015 Reverse Stock Split. The SNC Note was amended in July 2013 to extend the maturity date
to June 2015. The SNC Note has not been repaid.
The
Company made an irrevocable election at the time of issuance to report the note at fair value, with changes in fair value recorded
through the Company’s statement of operations as Other expense/income in each accounting period. At June 30, 2015 and December
31, 2014, the fair value of the SNC Note was $0.3 million (see notes 6 and 12 for further information).
6.
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Fair
value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that
are required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact
and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such
as inherent risk, transfer restrictions and credit risk.
VERITEQ
CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements (unaudited)
June
30, 2015
The
Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels
and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair
value measurement:
Level
1 – Quoted prices in active markets for identical assets or liabilities.
Level
2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for
identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by
observable market data for substantially the full term of the assets or liabilities.
Level
3 – Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market
participants would use in pricing the asset or liability.
As of June 30, 2015, the SNC Note (which the Company elected to be accounted for at fair value), the bifurcated
embedded option in other convertible notes and the warrant liabilities were valued using Level 3 inputs. The changes in fair value
of the SNC Note, the bifurcated embedded option in the convertible notes and the warrant liability during the three and six months
ended June 30, 2015 and 2014 are reflected in Changes in fair value of derivative and other fair valued instruments in the Company’s
consolidated statement of operations. As of June 30, 2015, non-financial assets measured at fair value were the intangible asset
value of $1.0 million, based on a level 1 input (see note 12).
The following table summarizes the Company’s financial assets and liabilities measured at fair value
as presented in the consolidated balance sheets as of June 30, 2015 and December 31, 2014 (in thousands):
| |
June
30, 2015 | | |
December
31, 2014 | |
| |
Level
1 | | |
Level
2 | | |
Level
3 | | |
Level
1 | | |
Level
2 | | |
Level
3 | |
| |
| | |
| | |
| | |
| | |
| | |
| |
Liabilities: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
SNC
Note | |
$ | — | | |
$ | — | | |
$ | 317 | | |
$ | — | | |
$ | — | | |
$ | 316 | |
Bifurcated
option in convertible notes | |
$ | — | | |
$ | — | | |
$ | 2,286 | | |
$ | — | | |
$ | — | | |
$ | 930 | |
Warrant
liabilities | |
$ | — | | |
$ | — | | |
$ | 2,062 | | |
$ | — | | |
$ | — | | |
$ | 534 | |
The
following is a summary of activity of Level 3 liabilities for the six months ended June 30, 2015:
| |
SNC Note | | |
Bifurcated embedded option in convertible notes | | |
Warrant liabilities | |
Balance at December 31, 2014 | |
$ | 316 | | |
$ | 930 | | |
$ | 534 | |
Issuance of additional debt | |
| | | |
| 386 | | |
| | |
Conversion of notes and exercise of warrants into
shares of common stock | |
| | | |
| (152 | ) | |
| (11 | ) |
Losses (gains) included in net loss | |
| 1 | | |
| 1,122 | | |
| 1,539 | |
Balance at June 30, 2015 | |
$ | 317 | | |
$ | 2,286 | | |
$ | 2,062 | |
7.
STOCKHOLDERS’ DEFICIT
Preferred
Stock
As
of June 30, 2015, the Company has authorized 5 million shares of preferred stock, par value $0.01 per share with 1,841 shares
of Series D Convertible Preferred Stock (the “Series D Preferred Stock”) outstanding, of which 1,400 shares are held
by Scott Silverman and 441 shares are held by Randolph Geissler. The stated value of the Series D Preferred Stock is reflected
as temporary equity in the Company’s consolidated balance sheet, due to the possibility that under certain conditions the
Series D Preferred Stock could be required to be settled in cash. On March 13, 2015, the Company’s Board of Directors approved
an amendment to the Certificate of Designation for the Series D Preferred Stock to change the price for which the Series D Preferred
Stock can be converted into common stock of the Company to the average closing price of the common stock over any 5 consecutive
Trading Days occurring between March 12, 2015 and the conversion date, with the five-day period being elected by the holder of
the Series D Preferred Stock in the conversion notice.
VERITEQ
CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements (unaudited)
June
30, 2015
Common
Stock
As
previously discussed in note 1, the February 2015 Reverse Stock Split became effective on February 11, 2015, and the July 2015
Reverse Stock Split became effective on July 29, 2015. All share, per share and capital stock amounts have been retroactively
restated as of June 30, 2015 and December 31, 2014, and for the three and six months ended June 30, 2015 and 2014 to give effect
to the reverse stock splits. As a result of the July Reverse Stock Split, the Company no longer has any stock options or warrants
treated as equity instruments outstanding as of June 30, 2015.
On
April 20, 2015, the Company sold 526 shares of its common stock to a director of the Company for a purchase price of $10,000.
The purchase price was based on the closing price of the Company’s common stock on April 19, 2015.
On
April 22, 2015, the Company sold 666 shares of its common stock to Mr. Silverman for $10,000. The purchase price was based on
the closing price of the Company’s common stock on April 21, 2015.
On
May 12, 2015, a director of the Company converted outstanding amounts owed to him in the amount of $32,101, into 10,700 shares
of common stock. The number of shares issued was based on the closing price of the Company’s common stock on May 11, 2015.
As
of June 30, 2015, the Company had 100 billion shares of common stock authorized (based on the July 2015 amended certificate of
incorporation increasing the number of authorized shares) and 446,312 shares were issued and outstanding.
Warrants
Treated as Liabilities
On November 13, 2013 in connection with
the issuance of senior convertible notes and an amendment to certain agreements between the Company and PSID, the Company issued
warrants to purchase up to 2,944,444 shares of the Company’s common stock on a pre-split basis (the “November 2013
Warrants”). The November 2013 Warrants became exercisable at issuance and entitle the Investors to purchase shares of the
Company’s common stock for a period of five years at an initial exercise price (prior to giving effect to the reverse split)
of $2.84 per share, contain a cashless exercise provision and a full ratchet price protection provision on the exercise price.
As of June 30, 2015, after consideration of both reverse stock splits and based on the aggregate exercise price of $2,822,648,
if all of the remaining November 2013 Warrants had been exercised the number of shares of the Company’s common stock that
would have been issued would have been 4,704,414 shares based on an exercise price of $0.60 per share, subject to adjustment
for the cashless exercise provisions. During the six months ended June 30, 2015, the Company issued 125,817 shares of common stock
for November 2013 Warrants exercised on a cashless basis and approximately $11,000 of warrant liabilities were reclassified to
additional paid in capital.
During
the six months ended June 30, 2015, the Company issued the March 2015 Warrant (see note 4). The March 2015 Warrant is exercisable
at any time until three years after the date of issuance. The terms of the warrant provides for a proportional downward adjustment
of the exercise price in the event that the Company issues or sells, or is deemed to have issued or sold, shares of common stock
at an issuance price that is less than the market price of the common stock at the time of issuance, as defined in the warrant
agreement. The Company determined that the fair value of the March 2015 Warrant was de minimus at the time of issuance and at
June 30, 2015.
The
terms of the March 2015 Warrant and the November 2013 Warrants are such that they do not qualify for equity treatment under ASC
815 and are classified as liabilities at June 30, 2015 and December 31, 2014. The carrying amount of the warrant liabilities approximate
management’s estimate of their fair value (see note 6) and were determined to be $2.1 million and $0.5 million at June 30,
2015 and December 31, 2014, respectively. The Company recognized a loss on the change in fair value of the Company’s warrant
liabilities for the three months ended June 30, 2015 and 2014 of $1.8 million and $6.0 million, respectively. The Company recognized
a loss on the change in fair value of the warrant liabilities of $1.5 million and $2.8 for the six months ended June 30, 2015
and 2014, respectively.
VERITEQ
CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements (unaudited)
June
30, 2015
8. INCOME
TAXES
The
Company did not record an income tax provision or benefit for the three and six months ended June 30, 2015 and 2014. The Company
has incurred losses since its inception and has provided a valuation allowance against its net operating loss carryforwards and
other net deferred tax assets.
9.
RELATED PARTY TRANSACTIONS
See
notes 3, 4 and 7 for disclosures regarding transactions with related parties.
10.
COMMITMENTS AND CONTINGENCIES
In
March 2013, VC appointed a liquidator and initiated the formal liquidation of its U.K. subsidiary, Signature Industries Limited
(“Signature”), primarily related to its outstanding liabilities. VC used £40,000 (approximately $61,000) of
the proceeds from the sale of Signature’s former division, Digital Angel Radio Communications Limited (“DARC”)
to satisfy its estimated portion of Signature’s outstanding liabilities. However, additional claims submitted to the liquidator
could result in the Company being required to pay additional amounts to cover its share of Signature’s outstanding liabilities.
The Company has estimated a potential additional liability of approximately $159,000 which is reflected in accrued expenses in
the accompanying consolidated balance sheets as of June 30, 2015 and December 31, 2014.
On
January 30, 2014, the Company and the buyers of DARC entered into a letter agreement under which the Company agreed to accept
a payment of £62,000 (USD approximately $0.1 million) in full and final settlement of a deferred purchase price related
to VC’s sale of DARC in March 2013. As a result, the Company recorded a loss on the settlement of this receivable of approximately
USD $55,000 in the six months ended June 30, 2014, which is reflected in Other expenses in the Company’s consolidated statement
of operations. All of the other provisions (including, without limitation, the indemnities) agreed between VC, and/or the Buyers
under the stock purchase agreement and any related documents remain in full force and effect.
During
the year ended December 31, 2013, the Company was informed by the New Jersey Department of Environmental Protection that a predecessor
business sold a building in 2006 for which an environmental action has been claimed. The claim is being reviewed by the Company’s
outside legal counsel, and the Company has not yet determined the impact on its financial condition, liquidity or cash flows,
if any.
11.
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Supplemental
cash flow information for the six months ended June 30, 2015 and 2014 were as follows (in thousands):
| |
2015 | | |
2014 | |
Supplemental disclosure of cash flow information: | |
| | |
| |
Cash paid for interest | |
| - | | |
| - | |
Cash paid for income taxes | |
| - | | |
| - | |
Supplemental schedule of non-cash investing and financing activities: | |
| | | |
| | |
Notes payable and accrued liabilities converted into common stock | |
| 669 | | |
| 396 | |
Accrued liabilities satisfied through the issuance of convertible promissory notes to related parties | |
| 914 | | |
| - | |
Issuance of a warrant in connection with a promissory note | |
| | | |
| 66 | |
Cashless exercises of common stock warrants | |
| 11 | | |
| 6,990 | |
Reclassification of derivative liability to equity upon conversion of notes payable | |
| 152 | | |
| - | |
Discounts recorded for embedded conversion option liabilities of convertible notes | |
| 386 | | |
| - | |
VERITEQ
CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements (unaudited)
June
30, 2015
12.
SUBSEQUENT EVENTS
Issuance
of Convertible Notes
Between
July 1, 2015 and December 30, 2015, the Company issued convertible promissory notes in the aggregate principal amount of $637,921,
for which the Company received $563,355 in net proceeds. In addition, the Company issued convertible promissory notes in connection
with the proposed acquisition and other transactions discussed below in the aggregate principal amount of $273,088. The Company
received no cash proceeds with the issuance of these notes. These notes are due one year after the date of issuance, bear interest
at rates of 10 to 12% per annum, and are convertible into shares of common stock at 60% of the average of the three lowest trading
prices of the Company’s common stock during the 10 days prior to conversion.
The foregoing notes contain terms similar to
those of the convertible notes issued in November 2013 and in 2014, whereby in the event the Company were to issue or sell, or
is deemed to have issued or sold, any shares of common stock for a consideration per share (the “New Issuance Price”)
that is less than the conversion price in effect immediately prior to such issue or sale or deemed issuance or sale (a “Dilutive
Issuance”), then, immediately after such Dilutive Issuance, the conversion price then in effect is reduced to an amount
equal to the New Issuance Price.
In
November and December of 2015 the Company issued additional Officer Notes in the aggregate principal amount of $96,955 in settlement
of accrued but unpaid compensation. The terms and conditions of these notes are substantially identical to those of the Officer
Notes described in note 4.
Capital
Stock
On
July 29, 2015, the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State
of Delaware to increase the number of common shares that the Company is authorized to issue from 10 billion to 100 billion. Also
on July 29, 2015, the Company effectuated the July 2015 Reverse Stock Split as more fully described in note 1.
Between
July 1, 2015 and December 30, 2015, outstanding promissory notes in the principal amount of $20,676, were converted into 179,339
shares of common stock. Also between July 1, 2015 and December 30, 2015, the Company issued 98,000 shares of common stock in connection
with cashless exercises of outstanding warrants.
On
August 13, 2015, the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”)
granted 100,000,000 shares of restricted stock to executive officers of the Company and options to purchase 148,500,000 shares
of the Company’s common stock to employees and directors of the Company. These grants were under the Company’s 2014
Stock Incentive Plan. Also on August 13, 2015, the Compensation Committee granted an additional 150,000,000 shares of restricted
stock to executive officers and a director. The restricted stock vests on January 2, 2017 or upon a change of control. The stock
options vested on August 13, 2015, and the Company will record approximately $7.8 million in stock- based compensation in the
remainder of 2015 in connection with these grants.
Defaults
on Senior and Subordinated Securities
The
Company’s failure to timely file its Quarterly Report on Form 10-Q with the SEC in August of 2015, as well as its failure
to pay some of the convertible notes that became due, constitute events of default on the Company’s outstanding convertible
promissory notes, including approximately $1.0 million of senior secured promissory notes secured by substantially all of the
Company’s assets (the "Senior Notes”). As a result, the Company entered into discussions with Magna Equities
I, LLC, (together with its affiliate, Magna Equities II, “Magna”) the collateral agent for the holders of the Senior
Notes, and agreed to the actions taken below.
On
October 19, 2015, the Company entered into a letter agreement with Magna pursuant to which the Company agreed to exchange approximately
$1.3 million aggregate principal amount of outstanding unsecured convertible promissory notes held by Magna for an equal principal
amount of new secured convertible promissory notes (the “New Magna Notes”) intended to be pari passu in rank and priority
with the Senior Notes. There was no accounting effect to this amendment.
VERITEQ
CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements (unaudited)
June
30, 2015
On
October 19, 2015, the Company received a default notice from Magna, acting in its capacity as collateral agent under the security
agreement pertaining to the Senior Notes. At the time of the notice, Magna was the holder of outstanding convertible promissory
notes of the Company in the aggregate principal amount of approximately $1.6 million (excluding all accrued but unpaid interest),
consisting of approximately $0.3 million of Senior Notes and $1.3 million of New Magna Notes, and had entered into agreements
with holders of an additional $500,000 aggregate principal of Senior Notes to acquire such Senior Notes. The default notice demanded
repayment of the entire amount due under the Senior Notes (including the $500,000 of Senior Notes Magna had the right to acquire)
and the New Magna Notes (collectively, the "Magna Notes"). The Company did not have the financial resources to repay
this indebtedness. The default notice also advised the Company and its subsidiaries that Magna was exercising all of its rights
and remedies under the Senior Notes it owns (including the $500,000 of Senior Notes Magna had the right to acquire) and the New
Magna Notes and the related debt documents. In conjunction with this default notice, the Company received from Magna a Notification
of Disposition of Collateral (the “NDC”). The NDC advised the Company that Magna intended to sell, lease or license
the assets securing the Senior Notes and the New Magna Notes at a public auction to take place in early November of 2015. These
assets constitute substantially all of the assets of the Company and its subsidiaries, except for those assets securing the SNC
Note. On November 4, 2015, the public auction took place, and Magna purchased the assets, including the capital stock of the Company’s
VAC and PositiveID Animal Health subsidiaries, for $1 million, which was credited against the Company’s outstanding indebtedness
to Magna.
Magna’s
purchase of the $500,000 of Senior Notes from the previous holders was completed on November 10, 2015. In connection with this
transaction, the Company amended a previously issued unsecured convertible promissory note with one of the holders by increasing
the principal amount of the note by $102,500. The Company did not receive any cash proceeds from this transaction.
SNC
Assets
The SNC Note (see note 5) is secured
by all of the assets, consisting primarily of intellectual property and certain tangible property and equipment (the “SNC
Collateral”), acquired by the Company under the asset purchase agreement entered into by the Company and SNC Holdings Corp.
on November 30, 2012. Under the terms of the SNC Note, as amended, which was due on June 30, 2015 and has not been repaid, the
holder of the SNC Note may look solely to the SNC Collateral to satisfy all obligations of the Company to it under the SNC Note
and not to any other assets of the Company and/or its subsidiaries. In October of 2015, the Company contacted the holder of the
SNC Note regarding the possibility of returning the SNC Collateral to the holder in satisfaction of the SNC Note but has yet to
return the assets to the holder. The Company is still evaluating its options related to the SNC Assets.
Proposed
Acquisition
On
November 25, 2015, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with The Brace Shop,
LLC, a Florida limited liability company (“The Brace Shop”) and Lynne Shapiro (the “Seller”), whereby
the Company agreed to acquire (the “Acquisition”), all of the issued and outstanding membership interests (the “Stock”)
of The Brace Shop. The Brace Shop operates as an online retailer of orthopedic braces and related medical devices and, according
to The Brace Shop’s management, had annual unaudited revenues of approximately $7 million for the year ended December 31,
2014.
Pursuant
to the terms of the Purchase Agreement, the aggregate purchase price for the Stock is (i) $250,000 in cash, $125,000 of which
was paid to the Seller upon the execution of the Purchase Agreement and the remaining $125,000 payable, subject to certain conditions,
within four business days after the closing of the Acquisition, (ii) one unit of the Company’s to be established Series
E Preferred Stock which is convertible into 84.9% of the issued and outstanding shares of common stock of the Company, on a fully
diluted basis with voting rights, (iii) a goldenshare in the form of a warrant (the “Goldenshare”), exercisable for
that number of shares of common stock required to insure that the Series E Preferred Stock issued as part of the purchase price
to the Seller is convertible into 84.9% of the issued and outstanding shares of common stock, on a fully diluted basis. At the
closing of the Acquisition, the Company’s current Chief Executive Officer will receive a unit of the Series E Preferred
Stock convertible into 3.9% of the issued and outstanding common stock of the Company on a fully-diluted basis. The units of Series
E Preferred Stock and the Goldenshare will not be convertible until the date six months from the date of the closing of the Acquisition.
In addition, upon the closing of the Acquisition, pursuant to the Purchase Agreement, the Company will pay a consultant $50,000
(less $10,000 that was paid upon the execution of the Purchase Agreement), and issue the consultant a 3 year warrant to purchase,
at an exercise price of $0.01 per share, 2.99% of the issued and outstanding common stock of the Company, which warrant may be
exercisable on a cashless basis.
The aforementioned payment by the Company of $125,000 to the Seller was financed by the sale of a senior secured
convertible promissory note in the aggregate principal amount of $147,059 (the “Acquisition Note”) to an institutional
investor who previously purchased convertible debt from the Company (the “Investor”). The Acquisition Note bears interest
at a rate of 12% per annum, with principal and interest due on November 25, 2016. The Acquisition Note is convertible into shares
of the Company’s Common Stock at a conversion price equal to the lesser of (i) $0.015 per share, and (ii) 60% of the average
of the three lowest trading prices during the ten trading days prior to conversion, and contains full-ratchet anti-dilution provisions
similar to those of convertible notes previously issued by the Company. The embedded conversion option contained in the Acquisition
Note will be bifurcated and reflected as a derivative liability at fair value. The Company currently anticipates that the remaining
$125,000 cash portion of the purchase price for the Acquisition, the $50,000 consulting fee and all other costs and expenses related
to the Acquisition and the Company’s ongoing operations will be funded through the sale of additional senior secured convertible
promissory notes to the Investor on terms substantially identical to that of the Acquisition Note.
VERITEQ
CORPORATION AND SUBSIDIARIES
Notes
to Condensed Consolidated Financial Statements (unaudited)
June
30, 2015
The
Purchase Agreement contemplates that all interest, principal and any other required payments on all debt instruments of the Company
that are outstanding as of the date of the Purchase Agreement (but excluding the Acquisition Note) shall only be paid through
the issuance of shares of common stock. All options, warrants, shares of preferred stock and other securities of the Company outstanding
as of the date of the Purchase Agreement are to remain in place on the terms set forth in each of such securities, except that
all options, warrants and shares of preferred stock are to be converted into common stock within six months of the date of closing
of the Acquisition or cancelled.
The
closing of the Acquisition is subject to a number of other conditions including, but not limited to, the Company becoming current
in its reporting requirements under the Federal Securities Laws, and completion of an audit of The Brace Shop’s financial
statements for its two most recent fiscal years. Since the sole member of The Brace Shop would obtain voting control of 84.9%
of the Company, the Company anticipates that the closing of the Acquisition, if it takes place, will result in a change in control,
and therefore would be accounted for as a reverse acquisition and recapitalization with the Brace Shop as the accounting acquirer
and continuing business of the Company.
While
the Company currently believes that the closing of the Acquisition will take place in January 2016, there can be no assurances
that the Closing will occur during such time or at all, or that the terms of the Acquisition as set forth in the Purchase Agreement
will not materially change. Moreover, the Company currently has limited funds and no assurances can be given that it will be able
to raise any additional funds on terms acceptable to the Company, or at all, or that the Company will be able to continue as a
going concern. The failure to do so could result in the Company not being able to effectuate the Acquisition
VERITEQ
CORPORATION AND SUBSIDIARIES
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following discussion should be read in conjunction with the information contained in our unaudited consolidated financial statements
and notes thereto appearing elsewhere herein, and in conjunction with the Management’s Discussion and Analysis set forth
in our fiscal 2014 Annual Report on Form 10-K.
OVERVIEW
Our
Business
We
were previously engaged in the business of radio frequency identification technologies (“RFID”) for the Unique Device
Identification (“UDI”) of implantable medical devices and, subject to funds becoming available, radiation dose measurement
technologies for use in radiation therapy treatment. From inception through June 30, 2015, we generated minimal sales revenue
and our operations were subject to all the risks inherent in the establishment of a new business enterprise. Our failure to timely
file our Quarterly Report on Form 10-Q with the SEC in August of 2015, as well as our failure to pay certain indebtedness that
became due, constituted events of default on our outstanding convertible promissory notes, including approximately $1.0 million
of senior secured promissory notes secured by substantially all of our assets, comprised primarily of intellectual property related
to UDI of implantable medical devices, and $1.3 of million convertible promissory of notes that were pari passu in rank and priority
to the senior secured promissory notes (collectively, the "Senior Notes”).
On
October 19, 2015, we received a default notice from the collateral agent under the security agreement pertaining to the Senior
Notes. The default notice demanded repayment of the entire amount due under the Senior Notes, and we did not have the financial
resources to repay this indebtedness. We also received a Notification of Disposition of Collateral (the “NDC”). The
NDC advised the Company that the collateral agent intended to sell, lease or license the assets securing the Senior Notes at a
public auction to take place in early November of 2015. These assets comprised substantially all of the assets of the Company
and its subsidiaries, except for the assets described below. On November 4, 2015, the public auction took place, and the holder
of a substantial portion of the Senior Notes purchased the assets, including the capital stock of our VeriTeQ Acquisition Corp.
and PositiveID Animal Health subsidiaries, for $1 million, which was credited against the Company’s outstanding indebtedness
to the holder of the Senior Notes.
In October of 2015, we contacted the
holder of a subordinated convertible promissory note (the “SNC Note”) regarding the possibility of returning the assets
securing the SNC Note, consisting primarily of intellectual property and certain tangible property and equipment related to radiation
dose measurement technologies, to the holder in satisfaction of the SNC Note. To date we have yet to return these assets to the
holder of the SNC Note and we are still evaluating our options with respect to these assets.
Although
we still have a substantial amount of outstanding indebtedness in the form of senior and subordinated convertible notes, we currently
intend to attempt to acquire, merge or combine with and/or acquire operating assets of an operating business. On November 24,
2015, as more fully described in note 12 to the accompanying consolidated financial statements, we entered into a Stock Purchase
Agreement with The Brace Shop, LLC, a Florida limited liability company (“The Brace Shop”) and Lynne Shapiro (the
“Seller”), whereby we agreed to acquire (the “Acquisition”), all of the issued and outstanding membership
interests of The Brace Shop. The Brace Shop operates as an online retailer of orthopedic braces and related medical devices and,
according to The Brace Shop’s management, had annual unaudited revenues of approximately $7 million for the year ended December
31, 2014.
The
closing of the Acquisition is subject to a number of conditions including, but not limited to, our becoming current in our reporting
requirements under the Federal Securities Laws, and completion of an audit of The Brace Shop’s financial statements for
its two most recent fiscal years. While we currently believe that the closing of the Acquisition will take place in January 2016,
there can be no assurances that the closing will occur during such time or at all. Moreover, we currently have limited funds and
no assurances can be given that we will be able to raise any additional funds on terms acceptable to us, or at all, or that we
will be able to continue as a going concern.
VERITEQ
CORPORATION AND SUBSIDIARIES
Reverse
Stock Splits
On
February 11, 2015, an amendment to our Amended and Restated Certificate of Incorporation became effective to implement a 1-for-1,000
reverse split (the “February 2015 Reverse Stock Split”) of our outstanding common stock, whereby each 1,000 shares
of the Company’s issued and outstanding common stock was automatically, and without any action on the part of the respective
holders, combined and converted into one issued and outstanding share of common stock. On July 29, 2015, another amendment to
our Amended and Restated Certificate of Incorporation became effective to implement a 1-for-10,000 reverse stock split (the “July
2015 Reverse Stock Split” and, together with the February 2015 Reverse Stock Split, the “2015 Reverse Stock Splits”)
of the Company’s common stock. As a result, each 10,000 shares of the Company’s issued and outstanding common stock
automatically, and without any action on the part of the respective holders, were combined and converted into one issued and outstanding
share of common stock. The 2015 Reverse Stock Splits affected all issued and outstanding shares of our common stock, as well as
all common stock underlying stock options, warrants, convertible notes and convertible preferred stock outstanding immediately
prior to the 2015 Reverse Stock Splits. The February 2015 Reverse Stock Split was authorized by our Board of Directors, and by
our Stockholders at the 2014 Annual Meeting of Stockholders held on December 18, 2014. The July amendment to our Amended and Restated
Certificate of Incorporation also increased the number of common shares that we are authorized to issue from 10 billion to 100
billion and, along with the July 2015 Reverse Stock Split, was approved by our Board of Directors and ratified by our stockholders
on May 26, 2015.
No
fractional shares were issued as a result of the 2015 Reverse Stock Splits and stockholders who otherwise would have been entitled
to a fractional share received or will receive, in lieu thereof, a cash payment equal to the value of the fractional share to
which the stockholder would otherwise be entitled based on the per share closing sales price of the Company’s common stock
on the effective date of the 2015 Reverse Stock Splits. All share, per share and capital stock amounts as of June 30, 2015, December
31, 2014 and for the three and six months ended June 30, 2015 and 2014 have been restated to give effect to the 2015 Reverse Stock
Splits.
CRITICAL
ACCOUNTING POLICIES AND ESTIMATES
Our
discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements,
which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent liabilities. We base these estimates
on our historical experience and on various other assumptions that we believe to be reasonable under the circumstances, and these
estimates form the basis for our judgments concerning the carrying values of assets and liabilities that are not readily apparent
from other sources. We periodically evaluate these estimates and judgments based on available information and experience. Actual
results could differ from our estimates under different assumptions and conditions. If actual results significantly differ from
our estimates, our financial condition and results of operations could be materially impacted.
We
have identified the policies and significant estimation processes discussed below as critical to our business operations and to
the understanding of our results of operations. For a detailed discussion on the application of these and other accounting policies,
see Note 2 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31,
2014.
Use
of Estimates
The
preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions
that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on the
knowledge of current events and actions we may undertake in the future, they may ultimately differ from actual results. Included
in these estimates are assumptions used in: (i) determining the lives and valuation of long-lived assets; (ii) valuation models
used in determining the value of certain derivative financial instruments, warrant liabilities and the fair value of a promissory
note with an embedded conversion option; (iii) determining valuation allowances for deferred tax assets and (iv) stock-based compensation.
VERITEQ
CORPORATION AND SUBSIDIARIES
Derivative
Financial Instruments and Fair Value
We
account for notes payable that are convertible into shares of the Company’s common stock and warrants issued in conjunction
with the issuance of such notes in accordance with the guidance contained in the Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging (“ASC 815”) and ASC
Topic 480, Distinguishing Liabilities From Equity (“ASC 480”). For warrant instruments and conversion options
embedded in promissory notes that are not deemed to be indexed to the Company’s own stock, we classify such instruments
as liabilities at their fair values at the time of issuance and adjust the instruments to fair value at each reporting period.
These liabilities, as well as a convertible note that we elected to account for at fair value, are subject to re-measurement at
each balance sheet date until extinguished either through conversion or exercise, and any change in fair value is recognized in
our statement of operations. The fair values of these derivative and other financial instruments have been estimated using Monte
Carlo simulations and other valuation techniques.
Revenue
Recognition
We
recognize revenue at the time product is shipped and title has transferred, provided that a purchase order has been received or
a contract has been executed, there are no uncertainties regarding customer acceptance, the sales price is fixed and determinable
and collectability is deemed probable. Our revenue results are difficult to predict, and any shortfall in revenue or delay in
recognizing revenue could cause our operating results to vary significantly from quarter to quarter and year to year.
Income
Taxes
We
have adopted Accounting Standards Codification subtopic 740-10, Income Taxes, (“ASC 740-10”), which requires
the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized
in our financial statements. Under this method, deferred tax liabilities and assets are determined for temporary differences between
the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based
on enacted tax laws and rates in effect for the year in which the differences are expected to affect taxable income. Temporary
differences between taxable income reported for financial reporting purposes and income tax purposes consist primarily of timing
differences, such as amortization of intangible assets, deferred officers' compensation and stock-based compensation. A valuation
allowance is provided against net deferred tax assets when we determine that it is more likely than not that we will fail to generate
sufficient taxable income to be able to utilize the deferred tax assets.
RESULTS
OF OPERATIONS
Three
Months Ended June 30, 2015 Compared to Three Months Ended June 30, 2014
Revenue
and Gross Profit
Revenues
for the three months ended June 30, 2015, our fiscal second quarter, were $188,000, as compared to $21,000 for the three months
ended June 30, 2014. The increase is due to an increase in the number of microtransponder units shipped to EL as a result of increased
sales by EL of breast implants containing our microtransponders.
Gross
profit for the three months ended June 30, 2015 was $104,000, as compared to $13,000 for the same period of a year ago. Our gross
margin for the second quarter of 2015 was 55.3%, as compared with 61.9% for the second quarter of 2014. The decrease was due to
a one-time price discount provided to EL for a high volume order.
Selling,
General and Administrative Expenses
Selling,
general and administrative expenses, including development expenses, (“SG&A”) were approximately $0.9 million
for the three months ended June 30, 2015, as compared to $1.2 million for the three months ended June 30, 2014. The decrease is
mainly due to $0.3 million of stock-based compensation in 2014 not present in 2015, and a $0.1 million decrease in legal, consulting
and professional fees, including investor relations expenses.
Asset
Impairment Charge
At
June 30, 2015, we determined that the carrying value of the intangible assets related to our RFID technology exceeded their fair
value. As a result, we recorded an impairment charge of $0.4 million in the three and six months ended June 30, 2015 to write
these assets down to their fair value, with no comparable amount for the three and six months ended June 30, 2014.
VERITEQ
CORPORATION AND SUBSIDIARIES
Depreciation
and Amortization Expense
We
incurred depreciation and amortization expense of $46,000 and $149,000 for the three months ended June 30, 2015 and 2014, respectively.
The decrease is due to lower amortization expense related to intangible assets, as we recognized an impairment and lowered the
carrying value of our intangible assets by $5.0 million in the fourth quarter of 2014.
Operating
Loss
Our
operating loss was $1.2 million and $1.4 million for the three months ended June 30, 2015 and 2014, respectively. The narrowing
of our operating loss was due to the increase in revenue and decrease in SG&A and amortization expense, largely offset by
the asset impairment charge.
Interest
Expense
Interest
expense was $0.4 million and $1.1 million for the three months ended June 30, 2015 and 2014, respectively. Most of our interest
expense in both periods is due to the amortization of debt discounts. The discounts on our debt are largely the result of the
initial fair value recognized for the embedded conversion options contained in the convertible promissory notes we issue to fund
our operations and, to a lesser extent, original issue discount on these notes, which result in a reduction of net proceeds to
us. We will continue to record interest expense in connection with the amortization of debt discount for certain outstanding notes
payable, however we expect such expense to continue to be lower in 2015 than in 2014, due to the extensive amount of debt discount
recognized in November 2013.
Change in Value of Derivative and other
Fair Valued Instruments
During the three months ended June 30, 2015, we recognized a loss on the change in fair value of derivative
and other fair valued instruments of $3.2 million, due to increases in the fair value of subordinated convertible debt, conversion
options embedded in convertible notes and warrant liabilities in the amounts of $0.1 million, $1.3 million and $1.8 million, respectively.
For the three months ended June 30, 2014, we recorded gains related to changes in the fair value of subordinated convertible debt,
conversion options embedded in convertible notes in the amount of $0.4 million $2.6 million, respectively, and a loss on the change
in fair value of warrant liabilities in the amount of $6.0 million.
We
believe that the embedded conversion options within outstanding notes payable, the outstanding $3.3 million convertible note related
to our acquisition of SNC and the outstanding warrant liabilities could continue to result in significant fluctuations to our
results of operations, as these instruments, or securities with similar terms that we may issue in the future, require a determination
of fair value in each reporting period, and changes in these fair values are required to be recognized through our statement of
operations.
Other Income/Expense
We
recorded other income of $6,000 for the three months ended June 30, 2015, and compared to other expense of $6,000 for the three
months ended June 30, 2014.
Net
Loss
Our
net loss was $4.8 million for the three months ended June 30, 2015, as compared to $5.6 million for the three months ended June
30, 2014. The difference is mainly due to a reduction in non-cash interest expense in the second quarter of 2015 as compared to
the second quarter of 2014 and, to a lesser extent, a reduction in operating loss.
Six
Months Ended June 30, 2015 Compared to Six Months Ended June 30, 2014
Revenue
and Gross Profit
Revenues
for the six months ended June 30, 2015 were $0.3 million, as compared to $0.1 million for the six months ended June 30, 2014.
The increase is due to an increase in the number of microtransponder units shipped to EL as a result of increased sales by EL
of breast implants containing our microtransponders.
Gross
profit for the six months ended June 30, 2015 was $162,000, as compared to $49,000 for the same period of a year ago. Our gross
margin for the first six months of 2015 was 57.2%, as compared with 51.6% for the first six months of 2014. The increase was due
to a higher mix of microtransponders relative to readers in 2015 as compared to 2014.
VERITEQ
CORPORATION AND SUBSIDIARIES
Selling,
General and Administrative Expenses
SG&A
was approximately $2.0 million for the six months ended June 30, 2015, as compared to $2.6 million for the six months ended June
30, 2014. The decrease is mainly due to $0.4 million of stock-based compensation in 2014 not present in 2015, and a $0.3 million
decrease in legal, consulting and professional fees, including investor relations expenses.
Depreciation
and Amortization Expense
We
incurred depreciation and amortization expense of $0.1 million and $0.3 million for the first six months of 2015 and 2014, respectively.
The decrease is due to lower amortization expense related to intangible assets due to the impairment charge and corresponding
reduction in carrying value of our intangible assets recognized in the fourth quarter of 2014.
Operating
Loss
Our
operating loss was $2.3 million and $2.9 million for the six months ended June 30, 2015 and 2014, respectively. The narrowing
of our operating loss was due to the increase in revenue and decrease in SG&A and amortization expense, partially offset by
the asset impairment charge in 2015.
Interest
Expense
Interest
expense was $0.7 million and $1.6 million for the first six months of 2015 and 2014, respectively. Most of our interest expense
in both periods is due to the amortization of debt discounts.
Change in Value of Derivative and other
Fair Valued Instruments
During the six months ended June 30, 2015, we recognized a loss on the change in fair value of derivative
and other fair valued instruments of $2.7 million, mainly due to an increase in the fair values of conversion options embedded
in convertible notes and warrant liabilities. For the six months ended June 30, 2014, we recorded gains related to changes in the
fair value of subordinated convertible debt and conversion options embedded in convertible notes in the amount of $2.8 million
and $3.6 million, respectively, and a loss on the change in fair value of warrant liabilities in the amount of $2.8 million.
Other Income/Expense
Other
expense was $0.1 million for the six months ended June 30, 2014, due to a loss recognized on the settlement of the receivable
from the sale of a former subsidiary, with no comparable amount during the six months ended June 30, 2015.
Net
Loss
Our
net loss was $5.6 million for the six months ended June 30, 2015, as compared to $0.9 million for the six months ended June 30,
2014. The difference is mainly due to the net gain on the change in fair value of derivative instruments of $3.6 million in 2014,
as compared to a loss of $2.7 million in 2015, partially offset by lower interest expense and a reduced operating loss in 2015.
LIQUIDITY
AND CAPITAL RESOURCES
We
have incurred significant operating losses and have not generated significant revenues since our inception. At June 30, 2015 we
had a working capital deficit of $10.2 million and a nominal cash balance. Our cash position is critically deficient, and certain
payments essential to our ability to operate are not being made in the ordinary course, or at all. Failure to raise capital in
the coming days to fund our operations will have a material adverse effect on our financial condition, raising substantial doubt
about our ability to continue as a going concern. We currently do not have sufficient cash or other financial resources to fund
our operations and meet our obligations, including approximately $8.4 million of total indebtedness that will become due, for
the next twelve months. While we anticipate that a substantial portion of this indebtedness will be converted into shares of our
common stock or satisfied through the return of certain assets, there can be no assurances that we will not receive demands for
cash payments on this indebtedness.
Since
November of 2013, we have financed our operations primarily through the issuance of convertible promissory notes (“Convertible
Notes”). The outstanding principal amount of Convertible Notes as of June 30, 2015 was approximately $4.1 million. We issued
additional Convertible Notes in the aggregate principal amount of approximately $1.0 million between July 1, 2015 and December
30, 2015, for which we received cash proceeds of approximately $0.6 million. The Convertible Notes generally mature within 9 to
12 months from the date of issuance and bear interest at rates ranging from 8% to 12% per annum with all interest payable at maturity.
Outstanding principal and accrued interest is convertible into shares of Common Stock at discounts to the market price of the
Company’s Common Stock ranging from 39% to 43%, with the market price being based on the low end of the trading range of
the Common Stock during the 10 to 30 days prior to conversion, depending on the specific note being converted. In addition, substantially
all of the Convertible Notes contain provisions whereby in the event the Company were to issue or sell, or is deemed to have issued
or sold, any shares of Common Stock for a consideration per share (the “New Issuance Price”) that is less than the
conversion price in effect immediately prior to such issue or sale or deemed issuance or sale (a “Dilutive Issuance”),
then, immediately after such Dilutive Issuance, the conversion price then in effect is reduced to an amount equal to the New Issuance
Price.
VERITEQ
CORPORATION AND SUBSIDIARIES
As
of June 30, 2015, we were in payment default on existing indebtedness in the approximate amount of $0.3 million. Our failure
to timely file our Quarterly Report on Form 10-Q with the SEC in August of 2015, as well as our failure to pay some of the
convertible notes that became due, constitute events of default on our Convertible Notes, including approximately $2.3
million of Senior Notes. As a result, we entered into discussions with Magna Equities I, LLC, (together with its affiliate,
Magna Equities II, “Magna”) the collateral agent for the holders of the Senior Notes, and agreed to the actions
taken below.
On
October 19, 2015, we received a default notice from Magna, acting in its capacity as collateral agent under the security agreement
pertaining to the Senior Notes. At the time of the notice, Magna was the holder of outstanding convertible promissory notes of
the Company in the aggregate principal amount of approximately $1.6 million (excluding all accrued but unpaid interest) of Senior
Notes, and had entered into agreements with holders of an additional $0.5 million aggregate principal of Senior Notes to acquire
such Senior Notes. The default notice demanded repayment of the entire amount due under the Senior Notes (including the $0.5 million
of Senior Notes Magna had the right to acquire, collectively, the "Magna Notes"). We did not have the financial resources
to repay this indebtedness. The default notice also advised the Company and its subsidiaries that Magna was exercising all of
its rights and remedies under the Magna Notes and the related debt documents. In conjunction with this default notice, we received
from Magna a Notification of Disposition of Collateral (the “NDC”). The NDC advised us that Magna intended to sell,
lease or license the assets securing the Senior Notes at a public auction to take place in early November of 2015. These assets
constitute substantially all of our assets, except for those assets securing the SNC Note. On November 4, 2015, the public auction
took place, and Magna purchased the assets, including the capital stock of our VAC and PositiveID Animal Health subsidiaries,
for $1 million, which was credited against our outstanding indebtedness to Magna.
We
continue to receive limited funding in the form of additional Convertible Notes while we attempt to acquire, merge or combine
with and/or acquire operating assets of an operating business, however we have no commitments for any additional funding and currently
have minimal cash balances. No assurances can be given that we will be able to complete an acquisition or merger transaction,
raise any additional funds on terms acceptable to us, or at all, or that we will be able to continue as a going concern.
In December 2012, we entered into an
asset purchase agreement and royalty agreement with SNC Holding Corp. wherein VAC acquired various technology and trademarks related
to its radiation dose measurement technology. Under the terms of the agreements, we issued the SNC Note in the principal amount
of $3.3 million (the “SNC Note”). The SNC Note was amended in July 2013 to extend the maturity date to June 2015. The
SNC Note has not been repaid. We believe that the sole remedy available to the holder of the SNC Note for our failure to repay
the note when due is the return to the holder of the foregoing intellectual property securing the SNC Note. We continue to evaluate
our options with respect to these assets.
VERITEQ
CORPORATION AND SUBSIDIARIES
A
summary of our cash flows for the periods indicated is as follows:
(in thousands) | |
Six Months Ended June 30, | |
| |
2015 | | |
2014 | |
Cash used in operating activities | |
$ | (740 | ) | |
$ | (1,174 | ) |
Cash used in investing activities | |
| (1 | ) | |
| (1 | ) |
Cash provided by financing activities | |
| 666 | | |
| 1,272 | |
(Decrease) increase in cash and cash equivalents | |
| (75 | ) | |
| 97 | |
Cash and cash equivalents, beginning of period | |
| 77 | | |
| 13 | |
Cash and cash equivalents, end of year of period | |
$ | 2 | | |
$ | 110 | |
Cash
used in operating activities was $0.7 million and $1.2 million for the six months ended June 30, 2015 and 2014, respectively.
The following table illustrates the primary components of our cash flows from operations:
(in thousands) | |
Six Months Ended June 30, | |
| |
2015 | | |
2014 | |
Net loss | |
$ | (5,609 | ) | |
$ | (933 | ) |
Non-cash expenses, (gains) and losses | |
| 3,691 | | |
| (1,302 | ) |
Accounts payable and accrued expenses | |
| 1,219 | | |
| 978 | |
Other | |
| (41 | ) | |
| 83 | |
Cash used in operating activities | |
$ | (740 | ) | |
$ | (1,174 | ) |
Cash
provided by financing activities for the six months ended June 30, 2015 and 2014 was $0.7 million and $1.3 million, respectively.
During the first six months of 2015, we raised approximately $0.8 million through the issuance of convertible notes and related
party advances, and made repayments of $0.1 million. During the first six months of 2014, we raised approximately $0.9 million
from the issuance of convertible notes and related party advances, made repayments of $0.4 million, and received $0.8 million
from the release of cash that had been previously restricted in connection with notes issued in 2013.
OTHER
MATTERS
Inflation
We
do not believe inflation has a significant effect on the Company’s operations at this time.
Off
Balance Sheet Arrangements
Under
SEC regulations, we are required to disclose the Company’s off-balance sheet arrangements that have or are reasonably likely
to have a current or future effect on the Company’s financial condition, results of operations, liquidity, capital expenditures
or capital resources that are material to investors. Off-balance sheet arrangements consist of transactions, agreements or contractual
arrangements to which any entity that is not consolidated with us is a party, under which we have:
| ● | Any
obligation under certain guarantee contracts. |
| ● | Any
retained or contingent interest in assets transferred to an unconsolidated entity or
similar arrangement that serves as credit, liquidity or market risk support to that entity
for such assets. |
| ● | Any
obligation under a contract that would be accounted for as a derivative instrument, except
that it is both indexed to the Company’s stock and classified in stockholder’s
equity in the Company’s statement of financial position. |
| ● | Any
obligation arising out of a material variable interest held by us in an unconsolidated
entity that provides financing, liquidity, market risk or credit risk support to us,
or engages in leasing, hedging or research and development services with us. |
VERITEQ
CORPORATION AND SUBSIDIARIES
As
of June 30, 2015, the Company has no off-balance sheet arrangements that have, or are reasonably likely to have, a current or
future effect on the Company’s financial condition, results of operations, liquidity, capital expenditures or capital resources
that is material to investors.
Forward
Looking Statements
Certain
statements and the discussion herein regarding the Company’s business and operations that are not purely historical facts,
including statements about our beliefs, intentions or future expectations, may be "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term
is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements consist of any statement other
than a recitation of historical fact and can be identified by the use of forward-looking terminology such as “may”,
“expect”, “anticipate”, “intend”, “estimate” or the negative thereof or other
variations thereof or comparable terminology. The reader is cautioned that all forward looking statements involve risks and uncertainties
and are subject to change at any time, and that our actual results could differ materially from expected results. These risks
and uncertainties include, without limitation, VeriTeQ’s ability to continue to raise capital to fund its operations and
its proposed Acquisition of The Brace Shop; as well as other risks or events beyond VeriTeQ’s control. VeriTeQ undertakes
no obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after
the date of such statement or to reflect the occurrence of unanticipated events, except as required by law.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Disclosure
under this section is not required for a smaller reporting company.
ITEM
4. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities
Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in
Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the rules and forms
of the SEC and that such information is accumulated and communicated to the Company’s management, including our Chief Executive
Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure. Any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
Our
management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness
of the design and operation of the Company’s disclosure controls and procedures as of June 30, 2015. Based upon this evaluation,
the Company’s Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2015, the Company’s
disclosure controls and procedures were not effective due to the material weakness described below.
A
material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be
prevented or detected on a timely basis. The material weakness at June 30, 2015 pertains to a lack of expertise in the valuation
of complex debt and equity instruments that are required to be reported at fair value and for their fair values to be adjusted
at each accounting period.
To
address the material weaknesses described above, the Company continues to seek assistance with various third parties with expertise
in such instruments and matters of fair value, in order to ensure that the Company’s consolidated financial statements were
prepared in accordance with U.S. GAAP on a timely basis.
Change
in Internal Control over Financial Reporting
There
were no changes in internal control over financial reporting during the quarter ended June 30, 2015. The Company has not fully
remediated its material weakness as of June 30, 2015, and remediation efforts will continue through the remainder of fiscal 2015.
VERITEQ
CORPORATION AND SUBSIDIARIES
PART
II – OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
None.
ITEM 1A.
RISK FACTORS
Risk
factors describing the major risks to our business can be found under Item 1A, “Risk Factors”, in our Annual Report
on Form 10-K for the fiscal year ended December 31, 2014. There have been no changes to our risk factors from those previously
disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
All
unregistered sales of equity securities during the period have been reported on Current Reports on Form 8-K or in Item 5 below.
ITEM
5. OTHER INFORMATION
None.
ITEM
6. EXHIBITS
We
have listed the exhibits by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K on the Exhibit
list attached to this report.
VERITEQ
CORPORATION AND SUBSIDIARIES
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
|
VERITEQ
CORPORATION |
|
(Registrant) |
|
|
|
Date:
January 12, 2016 |
By:
|
/s/ Marc
S. Gelberg |
|
Name:
|
Marc
S. Gelberg |
|
Title:
|
Chief
Accounting Officer and Interim
Chief Financial Officer |
|
|
(Duly
Authorized Officer) |
VERITEQ
CORPORATION AND SUBSIDIARIES
INDEX
TO EXHIBITS
Exhibit No. | |
Description of Exhibit | |
|
| |
|
31.1 | |
Certification by Scott R. Silverman Chief Executive Officer, pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) |
| |
|
31.2 | |
Certification by Marc S. Gelberg, Chief Accounting Officer and Interim Chief Financial Officer, pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) |
| |
|
32.1 | |
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| |
|
101.INS | |
XBRL Taxonomy Extension Instance Document |
101.SCH | |
XBRL Taxonomy Extension Schema Linkbase Document |
101.CAL | |
XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | |
XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | |
XBRL Taxonomy Extension Labels Linkbase Document |
101.PRE | |
XBRL Taxonomy Extension Presentation Linkbase Document |
30
EXHIBIT 31.1
CERTIFICATION
I, Scott R. Silverman, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of VeriTeQ Corporation; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
|
/s/ Scott R. Silverman |
|
Scott R. Silverman |
|
Chief Executive Officer |
Dated: January 12, 2016
EXHIBIT 31.2
CERTIFICATION
I, Marc S. Gelberg, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of VeriTeQ Corporation; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
|
/s/ Marc S. Gelberg |
|
Marc S. Gelberg |
|
Chief Accounting Officer and
Interim Chief Financial Officer |
Dated: January 12, 2016
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of VeriTeQ
Corporation (the “Company”) for the quarter ended June 30, 2015 as filed with the Securities and Exchange Commission
on the date hereof (the “Report”), I, Scott R Silverman, Chief Executive Officer of the Company, and I, Marc S. Gelberg,
Chief Accounting Officer and Interim Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted
pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
| 1. | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended;
and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company. |
/s/ Scott R. Silverman |
|
Scott R. Silverman |
|
Chief Executive Officer |
|
|
|
Dated: January 12, 2016 |
|
|
|
/s/ Marc S. Gelberg |
|
Marc S. Gelberg |
|
Chief Accounting Officer and
Interim Chief Financial Officer |
|
|
|
Dated: January 12, 2016 |
|
A signed original of this written statement required
by Section 906 has been provided to VeriTeQ Corporation and will be retained by VeriTeQ Corporation and furnished to the Securities
and Exchange Commission or its staff upon request.
v3.3.1.900
X |
- DefinitionIf the value is true, then the document is an amendment to previously-filed/accepted document.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionEnd date of current fiscal year in the format --MM-DD.
+ References
+ Details
Name: |
dei_CurrentFiscalYearEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:gMonthDayItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThis is focus fiscal period of the document report. For a first quarter 2006 quarterly report, which may also provide financial information from prior periods, the first fiscal quarter should be given as the fiscal period focus. Values: FY, Q1, Q2, Q3, Q4, H1, H2, M9, T1, T2, T3, M8, CY.
+ References
+ Details
Name: |
dei_DocumentFiscalPeriodFocus |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fiscalPeriodItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThis is focus fiscal year of the document report in CCYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.
+ References
+ Details
Name: |
dei_DocumentFiscalYearFocus |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:gYearItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is CCYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word "Other".
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation 12B -Number 240 -Section 12b -Subsection 1
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.
+ References
+ Details
Name: |
dei_EntityCommonStockSharesOutstanding |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionIndicate whether the registrant is one of the following: (1) Large Accelerated Filer, (2) Accelerated Filer, (3) Non-accelerated Filer, (4) Smaller Reporting Company (Non-accelerated) or (5) Smaller Reporting Accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.
+ References
+ Details
Name: |
dei_EntityFilerCategory |
Namespace Prefix: |
dei_ |
Data Type: |
dei:filerCategoryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation 12B -Number 240 -Section 12b -Subsection 1
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands |
Jun. 30, 2015 |
Dec. 31, 2014 |
Current assets: |
|
|
Cash |
$ 2
|
$ 77
|
Restricted cash |
12
|
12
|
Accounts receivable |
$ 66
|
11
|
Inventory |
|
2
|
Other current assets |
$ 33
|
84
|
Total current assets |
113
|
186
|
Property and equipment, net |
28
|
35
|
Other assets |
54
|
54
|
Intangible assets, net |
1,000
|
1,470
|
Total assets |
1,195
|
1,745
|
Current liabilities: |
|
|
Accounts payable |
1,277
|
1,141
|
Accrued expenses (including $948 and $1,171 to related parties) |
2,635
|
2,511
|
Notes payable, current portion, net of discounts (including $940 and $152 to related parties) |
3,828
|
2,480
|
Liabilities for conversion options of convertible notes |
2,286
|
930
|
Subordinated debt with an embedded conversion option, at fair value |
317
|
316
|
Total current liabilities |
$ 10,343
|
$ 7,378
|
Commitments and contingencies (note 10) |
|
|
Notes payable, net of discount |
|
$ 286
|
Warrant liabilities at fair value |
$ 2,062
|
534
|
Estimated royalty obligations |
440
|
440
|
Total liabilities |
$ 12,845
|
$ 8,638
|
Stockholders' deficit: |
|
|
Preferred stock |
|
|
Common stock ($0.00001 par value; 100 billion shares authorized; 446 and * shares issued and outstanding) |
|
|
Additional paid-in capital |
$ 15,852
|
$ 15,000
|
Accumulated deficit |
(29,343)
|
(23,734)
|
Total stockholders' deficit |
(13,491)
|
(8,734)
|
Total liabilities and stockholders' deficit |
1,195
|
1,745
|
Series D Preferred Stock [Member] |
|
|
Stockholders' deficit: |
|
|
Preferred stock |
$ 1,841
|
$ 1,841
|
X |
- DefinitionSum of the carrying values as of the balance sheet date of obligations incurred through that date, including liabilities incurred and payable to vendors for goods and services received, taxes, interest, rent and utilities, compensation costs, payroll taxes and fringe benefits (other than pension and postretirement obligations), contractual rights and obligations, and statutory obligations.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.15(1),(5)) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.15) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
+ Details
Name: |
us-gaap_AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19(a)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_AccountsPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount due from customers or clients, within one year of the balance sheet date (or the normal operating cycle, whichever is longer), for goods or services (including trade receivables) that have been delivered or sold in the normal course of business, reduced to the estimated net realizable fair value by an allowance established by the entity of the amount it deems uncertain of collection.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.3-4) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 3 -Subparagraph a(1) -Article 5
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 4 -Article 5
+ Details
Name: |
us-gaap_AccountsReceivableNetCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionValue received from shareholders in common stock-related transactions that are in excess of par value or stated value and amounts received from other stock-related transactions. Includes only common stock transactions (excludes preferred stock transactions). May be called contributed capital, capital in excess of par, capital surplus, or paid-in capital.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.30(a)(1)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 31 -Article 5
+ Details
Name: |
us-gaap_AdditionalPaidInCapitalCommonStock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.18) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 12 -Article 7
+ Details
Name: |
us-gaap_Assets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.9) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6801-107765
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6676-107765
+ Details
Name: |
us-gaap_AssetsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_AssetsCurrentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Cash -URI http://asc.fasb.org/extlink&oid=6506951
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 1 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6676-107765
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3044-108585
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Cash Equivalents -URI http://asc.fasb.org/extlink&oid=6507016
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.1) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_CashAndCashEquivalentsAtCarryingValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionRepresents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.(a),19) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 450 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=25496072&loc=d3e14326-108349
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.17) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.25) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_CommitmentsAndContingencies |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe portion of the carrying value of convertible subordinated debt as of the balance sheet date that is scheduled to be repaid after one year or beyond the normal operating cycle if longer. This form of debt can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder, and places a lender in a lien position behind debt having a higher priority of repayment in liquidation of the entity's assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_ConvertibleSubordinatedDebtNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionFair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset, expected to be settled within one year or normal operating cycle, if longer. Includes assets not subject to a master netting arrangement and not elected to be offset.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 20 -Section 50 -Paragraph 3 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=51824906&loc=SL20225862-175312
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Current Liabilities -URI http://asc.fasb.org/extlink&oid=6509677
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 45 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6945355&loc=d3e41228-113958
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 45 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6945355&loc=d3e41271-113958
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 10 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13433-108611
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 15 -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13495-108611
+ Details
Name: |
us-gaap_DerivativeLiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 45 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6388964&loc=d3e16212-109274
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 2 -Subparagraph ((a)(1),(b)) -URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16323-109275
+ Details
Name: |
us-gaap_IntangibleAssetsNetExcludingGoodwill |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.6(a)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 330 -SubTopic 10 -Section 35 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=51655945&loc=d3e3927-108312
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 1 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6676-107765
+ Details
Name: |
us-gaap_InventoryNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19-26) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_Liabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.32) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 25 -Article 7
+ Details
Name: |
us-gaap_LiabilitiesAndStockholdersEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionTotal obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.21) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_LiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_LiabilitiesCurrentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCarrying value as of the balance sheet date of notes payable (with maturities initially due after one year or beyond the operating cycle if longer), excluding current portion.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_LongTermNotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_NotesPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe aggregate carrying amounts, as of the balance sheet date, of assets not separately disclosed in the balance sheet.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.17) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 10 -Article 7
+ Details
Name: |
us-gaap_OtherAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAggregate carrying amount, as of the balance sheet date, of current assets not separately disclosed in the balance sheet. Current assets are expected to be realized or consumed within one year (or the normal operating cycle, if longer).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.8) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_OtherAssetsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29 -Article 5
+ Details
Name: |
us-gaap_PreferredStockValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.13) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 13 -Subparagraph a -Article 5
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 8 -Article 7
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionThe carrying amounts of cash and cash equivalent items which are restricted as to withdrawal or usage. Restrictions may include legally restricted deposits held as compensating balances against short-term borrowing arrangements, contracts entered into with others, or entity statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits. Excludes compensating balance arrangements that are not agreements which legally restrict the use of cash amounts shown on the balance sheet. For a classified balance sheet represents the current portion only (the noncurrent portion has a separate concept); there is a separate and distinct element for unclassified presentations.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.1) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionThe cumulative amount of the reporting entity's undistributed earnings or deficit.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.31(a)(3)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Article 3
+ Details
Name: |
us-gaap_RetainedEarningsAccumulatedDeficit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe amount the entity has committed to make for future royalty guarantees.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 928 -SubTopic 440 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6473578&loc=d3e63223-108013
+ Details
Name: |
us-gaap_RoyaltyGuaranteesCommitmentsAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_StockholdersEquityAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 55 -Paragraph 4I -URI http://asc.fasb.org/extlink&oid=35736750&loc=SL4590271-111686
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 45 -Paragraph 16 -URI http://asc.fasb.org/extlink&oid=51664549&loc=SL4568740-111683
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 45 -Paragraph 15 -URI http://asc.fasb.org/extlink&oid=51664549&loc=SL4568447-111683
+ Details
Name: |
us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionValue of outstanding derivative securities that permit the holder the right to purchase securities (usually equity) from the issuer at a specified price.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(i)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690
+ Details
Name: |
us-gaap_WarrantsAndRightsOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesDPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands |
Jun. 30, 2015 |
Dec. 31, 2014 |
Related parties accrued expenses |
$ 948
|
$ 1,171
|
|
Notes payable, net of discounts to related parties |
$ 940
|
$ 152
|
|
Preferred stock, par value |
$ 0.01
|
$ 0.01
|
|
Preferred stock, shares authorized |
5,000,000
|
5,000,000
|
|
Preferred stock, shares issued |
0
|
0
|
|
Preferred stock, shares outstanding |
0
|
0
|
|
Common stock, par value |
$ 0.00001
|
$ 0.00001
|
|
Common stock, shares authorized |
100,000,000,000
|
100,000,000,000
|
|
Common stock, shares issued |
446,000
|
|
[1] |
Common stock, shares, outstanding |
446,000
|
|
[1] |
Series D Preferred Stock [Member] |
|
|
|
Preferred stock, par value |
$ 0.01
|
$ 0.01
|
|
Preferred stock, shares outstanding |
1,841
|
1,841
|
|
|
|
X |
- DefinitionFace amount or stated value per share of common stock.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of common shares permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionFace amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29 -Article 5
+ Details
Name: |
us-gaap_PreferredStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29 -Article 5
+ Details
Name: |
us-gaap_PreferredStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29 -Article 5
+ Details
Name: |
us-gaap_PreferredStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29 -Article 5
+ Details
Name: |
us-gaap_PreferredStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesDPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands |
3 Months Ended |
6 Months Ended |
Jun. 30, 2015 |
Jun. 30, 2014 |
Jun. 30, 2015 |
Jun. 30, 2014 |
Income Statement [Abstract] |
|
|
|
|
Sales |
$ 188
|
$ 21
|
$ 283
|
$ 95
|
Cost of goods sold, exclusive of depreciation and amortization shown separately below |
84
|
8
|
121
|
46
|
Gross profit |
104
|
13
|
162
|
49
|
Operating Expenses: |
|
|
|
|
Selling, general and administrative expenses |
849
|
1,163
|
1,848
|
2,469
|
Development expenses |
51
|
$ 75
|
104
|
$ 139
|
Asset impairment charge |
380
|
|
380
|
|
Depreciation and amortization expense |
46
|
$ 149
|
93
|
$ 298
|
Total operating expenses |
1,326
|
1,387
|
2,425
|
2,906
|
Operating loss |
(1,222)
|
(1,374)
|
(2,263)
|
(2,857)
|
Other (expenses) income |
|
|
|
|
Interest expense |
(356)
|
(1,131)
|
(690)
|
(1,592)
|
Change in fair value of derivative and other fair valued instruments, net |
(3,228)
|
(3,047)
|
(2,662)
|
3,578
|
Other income (expense) |
6
|
(6)
|
6
|
(62)
|
Total other income |
(3,578)
|
(4,184)
|
(3,346)
|
1,924
|
Loss before income taxes |
$ (4,800)
|
$ (5,558)
|
$ (5,609)
|
$ (933)
|
Income tax benefit |
|
|
|
|
Net loss |
$ (4,800)
|
$ (5,558)
|
$ (5,609)
|
$ (933)
|
Net loss per common share - basic and diluted |
$ (22.87)
|
$ (4,001,787)
|
$ (53.61)
|
$ (793,652)
|
Weighted average common shares outstanding - Basic and diluted |
210
|
0.0014
|
105
|
0.0012
|
X |
- DefinitionAmount of write-down of assets recognized in the income statement. Includes, but is not limited to, losses from tangible assets, intangible assets and goodwill.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 45 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=51824106&loc=d3e2420-110228
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_AssetImpairmentCharges |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionTotal costs related to goods produced and sold during the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.2(a)) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_CostOfGoodsSold |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_DepreciationDepletionAndAmortization |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of increase (decrease) in the fair value of derivatives recognized in the income statement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4A -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5618551-113959
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4C -Subparagraph (a),(c),(d),(e) -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624171-113959
+ Details
Name: |
us-gaap_DerivativeGainLossOnDerivativeNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.
+ References
+ Details
Name: |
us-gaap_EarningsPerShareBasicAndDiluted |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.1,2) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_GrossProfit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_IncomeStatementAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of the cost of borrowed funds accounted for as interest expense.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6450988&loc=d3e26243-108391
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04.9) -URI http://asc.fasb.org/extlink&oid=6879574&loc=d3e536633-122882
+ Details
Name: |
us-gaap_InterestExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Net Income -URI http://asc.fasb.org/extlink&oid=51831255
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04.19) -URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.18) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04.22) -URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Other Comprehensive Income -URI http://asc.fasb.org/extlink&oid=51831270
Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 19 -Article 5
Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Paragraph 20 -Article 9
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.7) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_NonoperatingIncomeExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NonoperatingIncomeExpenseAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionGenerally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense.
+ References
+ Details
Name: |
us-gaap_OperatingExpenses |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_OperatingExpensesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe net result for the period of deducting operating expenses from operating revenues.
+ References
+ Details
Name: |
us-gaap_OperatingIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate amount of other expense amounts, the components of which are not separately disclosed on the income statement, resulting from ancillary business-related activities (that is, excluding major activities considered part of the normal operations of the business) also known as other nonoperating expense recognized during the period. Such amounts may include: (a) unusual costs, (b) loss on foreign exchange transactions, (c) losses on securities (net of profits), and (d) miscellaneous other expense items.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.9) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_OtherNonoperatingExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 730 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6420194&loc=d3e21568-108373
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 985 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6501960&loc=d3e128462-111756
+ Details
Name: |
us-gaap_ResearchAndDevelopmentExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAggregate revenue during the period from sale of goods in the normal course of business, before deducting returns, allowances and discounts.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.1(a)) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_SalesRevenueGoodsGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate total costs related to selling a firm's product and services, as well as all other general and administrative expenses. Direct selling expenses (for example, credit, warranty, and advertising) are expenses that can be directly linked to the sale of specific products. Indirect selling expenses are expenses that cannot be directly linked to the sale of specific products, for example telephone expenses, Internet, and postal charges. General and administrative expenses include salaries of non-sales personnel, rent, utilities, communication, etc.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.4) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 330 -SubTopic 10 -Section 30 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=51677171&loc=d3e3636-108311
+ Details
Name: |
us-gaap_SellingGeneralAndAdministrativeExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAverage number of shares or units issued and outstanding that are used in calculating basic and diluted earnings per share (EPS).
+ References
+ Details
Name: |
us-gaap_WeightedAverageNumberOfShareOutstandingBasicAndDiluted |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Condensed Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) - 6 months ended Jun. 30, 2015 - USD ($) shares in Thousands, $ in Thousands |
Total |
Preferred Stock |
Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Beginnning balance at Dec. 31, 2014 |
$ (8,734)
|
|
|
|
$ 15,000
|
$ (23,734)
|
Beginnning balance, shares at Dec. 31, 2014 |
|
|
|
[1] |
|
|
Net loss |
$ (5,609)
|
|
|
|
|
$ (5,609)
|
Issuance of common stock for partial conversion of notes payable and accrued interest |
637
|
|
|
|
$ 637
|
|
Issuance of common stock for partial conversion of notes payable and accrued interest, shares |
|
|
308
|
|
|
|
Sale of common stock to related parties |
20
|
|
|
|
20
|
|
Sale of common stock to related parties, Shares |
|
|
1
|
|
|
|
Settlement of liabilities with related party |
32
|
|
|
|
32
|
|
Settlement of liabilities with related party, Shares |
|
|
11
|
|
|
|
Issuance of common stock for cashless exercise of warrants |
11
|
|
|
|
11
|
|
Issuance of common stock for cashless exercise of warrants, shares |
|
|
126
|
|
|
|
Reclassification of conversion option liabilities upon conversion of notes payable |
152
|
|
|
|
152
|
|
Ending balance at Jun. 30, 2015 |
$ (13,491)
|
|
|
|
$ 15,852
|
$ (29,343)
|
Ending balance, shares at Jun. 30, 2015 |
|
|
446
|
|
|
|
|
|
X |
- DefinitionAdjustment to additional paid in capital resulting from the recognition of convertible debt instruments as two separate components - a debt component and an equity component. This bifurcation may result in a basis difference associated with the liability component that represents a temporary difference for purposes of applying accounting for income taxes. The initial recognition of deferred taxes for the tax effect of that temporary difference is as an adjustment to additional paid in capital.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 25 -Paragraph 22 -URI http://asc.fasb.org/extlink&oid=51819886&loc=SL6014347-161799
+ Details
Name: |
us-gaap_AdjustmentsToAdditionalPaidInCapitalEquityComponentOfConvertibleDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of other increase (decrease) in additional paid in capital (APIC).
+ References
+ Details
Name: |
us-gaap_AdjustmentsToAdditionalPaidInCapitalOther |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 45 -Paragraph 19 -URI http://asc.fasb.org/extlink&oid=51664549&loc=SL4569616-111683
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 55 -Paragraph 4K -URI http://asc.fasb.org/extlink&oid=35736750&loc=SL4591552-111686
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 50 -Paragraph 1A -Subparagraph (a),(c) -URI http://asc.fasb.org/extlink&oid=18733093&loc=SL4573702-111684
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 55 -Paragraph 4J -URI http://asc.fasb.org/extlink&oid=35736750&loc=SL4591551-111686
+ Details
Name: |
us-gaap_ProfitLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares issued which are neither cancelled nor held in the treasury.
+ References
+ Details
Name: |
us-gaap_SharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares issued during the period as a result of the conversion of convertible securities.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-30) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe gross value of stock issued during the period upon the conversion of convertible securities.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-31) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 55 -Paragraph 4I -URI http://asc.fasb.org/extlink&oid=35736750&loc=SL4590271-111686
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 45 -Paragraph 16 -URI http://asc.fasb.org/extlink&oid=51664549&loc=SL4568740-111683
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 45 -Paragraph 15 -URI http://asc.fasb.org/extlink&oid=51664549&loc=SL4568447-111683
+ Details
Name: |
us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares issued during the period as a result of exercise of warrants.
+ References
+ Details
Name: |
vteq_StockIssuedDuringPeriodSharesWarrantsExercise |
Namespace Prefix: |
vteq_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_PreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_CommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_AdditionalPaidInCapitalMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_RetainedEarningsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands |
6 Months Ended |
Jun. 30, 2015 |
Jun. 30, 2014 |
Cash flows from operating activities: |
|
|
Net loss |
$ (5,609)
|
$ (933)
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
Stock-based compensation |
|
354
|
Deprecation and amortization |
$ 93
|
298
|
Amortization of debt discount and deferred financing fees |
561
|
$ 1,568
|
Asset impairment charge |
380
|
|
Change in fair value of subordinated convertible debt |
1
|
$ (2,788)
|
Change in fair value of conversion options embedded in convertible notes |
1,122
|
(3,628)
|
Change in fair value of warrants |
1,539
|
$ 2,838
|
Gain on extinguishment of debt |
(9)
|
|
Loss on disposal of fixed assets |
$ 4
|
|
Loss on settlement of other receivable |
|
$ 56
|
Increase (decrease) in cash attributable to changes in operating assets and liabilities: |
|
|
Accounts payable and accrued expenses |
$ 1,219
|
978
|
Other receivable |
|
115
|
Other current assets |
$ 14
|
$ 23
|
Accounts receivable |
$ (55)
|
|
Other assets |
|
$ (55)
|
Net cash used in operating activities |
$ (740)
|
(1,174)
|
Cash flows from investing activities: |
|
|
Purchases of property and equipment |
(1)
|
(1)
|
Net cash used in investing activities |
(1)
|
(1)
|
Cash flows from financing activities: |
|
|
Proceeds from the issuance of convertible notes payable and warrants |
654
|
635
|
Proceeds from the issuance of related party notes and advances |
128
|
235
|
Repayment of convertible notes |
(29)
|
(400)
|
Repayment of related party notes and advances |
(107)
|
$ (33)
|
Proceeds from the issuance of common stock to related parties |
$ 20
|
|
Decrease in restricted cash |
|
$ 835
|
Net cash provided by financing activities |
$ 666
|
1,272
|
Net (decrease) increase in cash |
(75)
|
97
|
Cash and cash equivalents - beginning of year |
77
|
13
|
Cash and cash equivalents - end of year |
$ 2
|
$ 110
|
X |
- References
+ Details
Name: |
us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Cash -URI http://asc.fasb.org/extlink&oid=6506951
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 1 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6676-107765
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3044-108585
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Cash Equivalents -URI http://asc.fasb.org/extlink&oid=6507016
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.1) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_CashAndCashEquivalentsAtCarryingValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of increase (decrease) in cash and cash equivalents. Cash and cash equivalents are the amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Includes effect from exchange rate changes.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 24 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3521-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 830 -SubTopic 230 -Section 45 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=49171198&loc=d3e33268-110906
+ Details
Name: |
us-gaap_CashAndCashEquivalentsPeriodIncreaseDecrease |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow associated with funds that are not available for withdrawal or use (such as funds held in escrow) and are associated with underlying transactions that are classified as investing activities.
+ References
+ Details
Name: |
us-gaap_DecreaseInRestrictedCash |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_DepreciationDepletionAndAmortization |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of realized and unrealized gain (loss) of derivative instruments not designated or qualifying as hedging instruments.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4C -Subparagraph (e) -URI http://asc.fasb.org/extlink&oid=56946850&loc=SL5624171-113959
+ Details
Name: |
us-gaap_DerivativeInstrumentsNotDesignatedAsHedgingInstrumentsGainLossNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe difference between the reacquisition price and the net carrying amount of the extinguished debt recognized currently as a component of income in the period of extinguishment, net of tax.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 50 -Section 45 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6401765&loc=d3e13305-112630
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 50 -Section 40 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=49170532&loc=d3e12317-112629
+ Details
Name: |
us-gaap_ExtinguishmentOfDebtGainLossNetOfTax |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of expense (income) related to adjustment to fair value of warrant liability.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 480 -SubTopic 10 -Section 25 -Paragraph 13 -URI http://asc.fasb.org/extlink&oid=6939902&loc=d3e20148-110875
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_FairValueAdjustmentOfWarrants |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of gain (loss) on sale or disposal of assets, including but not limited to property plant and equipment, intangible assets and equity in securities of subsidiaries or equity method investee.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 45 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=51824106&loc=d3e2443-110228
+ Details
Name: |
us-gaap_GainLossOnDispositionOfAssets1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionFor the asset that is reclassified back to held and used from held-for-sale, the amount of impairment charge that is recognized on the reclassification date.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 35 -Paragraph 44 -URI http://asc.fasb.org/extlink&oid=29634951&loc=d3e1756-110224
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 45 -Paragraph 7 -URI http://asc.fasb.org/extlink&oid=51824106&loc=d3e2459-110228
+ Details
Name: |
us-gaap_ImpairmentChargeOnReclassifiedAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in the amounts payable to vendors for goods and services received and the amount of obligations and expenses incurred but not paid.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the period in the carrying value of derivative instruments reported as liabilities that are due to be disposed of within one year (or the normal operating cycle, if longer).
+ References
+ Details
Name: |
us-gaap_IncreaseDecreaseInDerivativeLiabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_IncreaseDecreaseInOperatingCapitalAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in other current operating assets not separately disclosed in the statement of cash flows.
+ References
+ Details
Name: |
us-gaap_IncreaseDecreaseInOtherCurrentAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in other noncurrent operating assets not separately disclosed in the statement of cash flows.
+ References
+ Details
Name: |
us-gaap_IncreaseDecreaseInOtherNoncurrentAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in other amounts due to the reporting entity, which are not otherwise defined in the taxonomy.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_IncreaseDecreaseInOtherReceivables |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in the total amount due within one year (or one operating cycle) from all parties, associated with underlying transactions that are classified as operating activities.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_IncreaseDecreaseInReceivables |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 24 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3521-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 26 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3574-108585
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInFinancingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 24 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3521-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 26 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3574-108585
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInInvestingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 24 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3521-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 25 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3536-108585
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionOther expenses or losses included in net income that result in no cash outflows or inflows in the period and are not separately disclosed.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_OtherNoncashExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Investing Activities -URI http://asc.fasb.org/extlink&oid=6516133
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 13 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3213-108585
+ Details
Name: |
us-gaap_PaymentsToAcquirePropertyPlantAndEquipment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from the additional capital contribution to the entity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Financing Activities -URI http://asc.fasb.org/extlink&oid=6513228
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 14 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3255-108585
+ Details
Name: |
us-gaap_ProceedsFromIssuanceOfCommonStock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from a borrowing supported by a written promise to pay an obligation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 14 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3255-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Financing Activities -URI http://asc.fasb.org/extlink&oid=6513228
+ Details
Name: |
us-gaap_ProceedsFromNotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 45 -Paragraph 19 -URI http://asc.fasb.org/extlink&oid=51664549&loc=SL4569616-111683
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 55 -Paragraph 4K -URI http://asc.fasb.org/extlink&oid=35736750&loc=SL4591552-111686
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 50 -Paragraph 1A -Subparagraph (a),(c) -URI http://asc.fasb.org/extlink&oid=18733093&loc=SL4573702-111684
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 55 -Paragraph 4J -URI http://asc.fasb.org/extlink&oid=35736750&loc=SL4591551-111686
+ Details
Name: |
us-gaap_ProfitLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow from the repayment of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Financing Activities -URI http://asc.fasb.org/extlink&oid=6513228
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 15 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3291-108585
+ Details
Name: |
us-gaap_RepaymentsOfConvertibleDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate amount of noncash, equity-based employee remuneration. This may include the value of stock or unit options, amortization of restricted stock or units, and adjustment for officers' compensation. As noncash, this element is an add back when calculating net cash generated by operating activities using the indirect method.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_ShareBasedCompensation |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe loss on settlement of other receivable.
+ References
+ Details
Name: |
vteq_Lossonsettlementofotherreceivable |
Namespace Prefix: |
vteq_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
v3.3.1.900
Organization, Basis of Presentation and Summary of Selected Significant Accounting Policies
|
6 Months Ended |
Jun. 30, 2015 |
Organization, Basis of Presentation and Summary of Selected Significant Accounting Policies [Abstract] |
|
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SELECTED SIGNIFICANT ACCOUNTING POLICIES |
1. ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SELECTED SIGNIFICANT ACCOUNTING POLICIES
Organization and Basis of Presentation
These unaudited condensed consolidated financial statements and notes thereto include the financial statements of VeriTeQ Corporation (“VC”), a Delaware corporation, and its wholly-owned subsidiary, VeriTeQ Acquisition Corporation (“VAC”), a Florida corporation. VC, VAC and VAC’s inactive VTQ IP Holding Corporation and PositiveID Animal Health Corporation subsidiaries are referred to together as “VeriTeQ” or “the Company.” The Company’s business was comprised of ongoing efforts to provide implantable medical device identification.
The accompanying unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014. These condensed consolidated interim financial statements have been prepared in accordance the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”) and therefore omit or condense certain footnotes and other information normally included in consolidated interim financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair presentation of the condensed consolidated interim financial statements have been made. Results of operations reported for interim periods may not be indicative of the results for the entire year.
During the three and six months ended June 30, 2015 and 2014, comprehensive loss was equal to the net loss amounts presented for the respective periods in the accompanying condensed consolidated interim statements of operations. In addition, certain prior year balances have been reclassified to conform to the current presentation. Specifically, the Change
in fair value of convertible debt with embedded option feature, Change in fair value of conversion option of the convertible notes and Change in fair value of warrant liabilities for the three and six months ended June 30, 2014, which had been reflected as separate line items in the consolidated statements of operations, are now reflected in Change in fair value of derivative and other fair valued instruments in the accompanying consolidated statements of operations.
Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has incurred significant operating losses since its inception on December 14, 2011 and had a working capital deficit and accumulated deficit at June 30, 2015 of $10.2 million and $29.3 million, respectively. The Company’s cash position is critically deficient, and payments essential to the Company’s ability to operate are not being made in the ordinary course. Failure to raise capital in the coming days to fund the Company’s operations and failure to generate positive cash flow to fund such operations in the future will have a material adverse effect on the Company’s financial condition. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments to the classification of recorded asset amounts or the amounts and classification of liabilities that might result from this uncertainty. The auditor’s report on the Company’s financial statements for the years ended December 31, 2014 and 2013 expressed substantial doubt about the Company’s ability to continue as a going concern.
The Company needs to raise additional funds immediately and continue to raise funds until it begins to generate sufficient cash from operations, and it may not be able to obtain the necessary financing on acceptable terms, or at all. During the six months ended June 30, 2015, the Company raised approximately $0.8 million from the sale of convertible promissory notes (see note 4).
On October 19, 2015, the Company received a default notice from its senior lender demanding repayment of approximately $2.1 million of indebtedness, secured by substantially all of the Company’s assets, which the Company was unable to repay. The Company also received a Notice of Disposition of Collateral advising the Company that the senior lender, acting as collateral agent, intended to sell the assets at auction. On November 4, 2015, the Company’s assets were sold at auction for the sum of $1 million, which was credited against the Company’s outstanding senior debt (see note 12). As of the date of this report, the Company has ceased its business operations related to implantable medical device
identification.
Reverse Stock Splits and Change in Par Value of Common Stock
On December 18, 2014, an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse split of all of the outstanding shares of the Company’s common stock at a ratio of 1 for 1,000 was approved by the Company’s Stockholders. The Certificate of Amendment became effective on February 11, 2015, and at that time each 1,000 shares of outstanding common stock of the Company was combined and automatically converted into one share of the Company’s common stock, with a par value of $0.00001 per share (the “February 2015 Reverse Stock Split”). In addition, the conversion and exercise prices of all of the Company’s outstanding preferred stock, common stock purchase warrants, stock options and convertible notes payable were proportionately adjusted at the 1:1,000 reverse split ratio consistent with the terms of such instruments. No fractional shares were issued as a result of the February 2015 Reverse Stock Split, and shareholders received a cash payment in lieu of such fractional shares that they would otherwise be entitled.
Also on December 18, 2014, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to (i) reduce the par value of the Company’s common stock from $0.01 per share to $0.00001 per share; and (ii) increase the number of shares of common stock that the Company is authorized to issue from 500 million to 10 billion. This amendment became effective on December 18, 2014.
On July 29, 2015, another amendment to the Company’s Amended and Restated Certificate of Incorporation became effective to implement a 1-for-10,000 reverse stock split (the “July 2015 Reverse Stock Split”) of the Company’s common stock. As a result, each 10,000 shares of the Company’s issued and outstanding common stock automatically, and without any action on the part of the respective holders, were combined and converted into one issued and outstanding share of common stock. The July 2015 Reverse Stock Split resulted in a reduction in the number of issued and outstanding shares of the Company’s common stock from approximately 4.4 billion to approximately 446,000. The July 2015 Reverse Stock Split affected all issued and outstanding shares of the Company's common stock, as well as all common stock underlying convertible notes, warrants, convertible preferred stock and stock options outstanding immediately prior to the July 2015 Reverse Stock Split. The amendment also increased the number of shares of common stock that the Company is authorized to issue from 10 billion to 100 billion. The Amendment was approved by the Company’s Board of
Directors and ratified by the Company’s stockholders on May 26, 2015.
All share, per share and capital stock amounts as of June 30, 2015 and December 31, 2014, and for the three and six months ended June 30, 2015 and 2014 have been retroactively restated to give effect to the July 2015 Reverse Stock Split, the February 2015 Reverse Stock Split and the change in the par value of the Company’s common stock.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the year. Actual results could be affected by those estimates. Included in these estimates are assumptions used in determining the lives and valuation of long-lived assets, in valuation models used in estimating the fair value of certain promissory notes, warrants, embedded conversion options, stock-based compensation and in determining valuation allowances for deferred tax assets.
Inventory
Inventory consisted of purchased finished goods at June 30, 2015 and December 31, 2014. Inventory is valued at the lower of the value using the first-in, first-out (“FIFO”) cost method, or market.
Property and Equipment
Property and equipment consists primarily of machinery and computer equipment and is stated at cost less accumulated depreciation. Depreciation expense is computed using the straight-line method over the estimated useful life of the related assets, generally ranging from 3 to 10 years. Depreciation expense for the three and six months ended June 30, 2015 was approximately $2,000 and $4,000, respectively. Depreciation for the three and six months ended June 30, 2014 was less than $1,000.
Intangible Assets
The Company’s intangible assets (see note 2) are amortized on a straight-line basis over their expected economic lives ranging from 7 to 14 years. The lives were determined based upon the expected use of the asset, the ability to extend or renew patents, trademarks and other contractual provisions associated with the asset, the stability of the industry, expected changes in and replacement value of distribution networks and other factors deemed appropriate. The Company reviews its intangible assets and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If an impairment indicator is present, the Company evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the carrying value of the asset exceeds the projected undiscounted cash flows, the Company is required to estimate the fair value of the asset and recognize an impairment charge to the extent that the carrying value of the asset exceeds its estimated fair value. The Company recorded an impairment charge of $0.4 million for the three and six months ended June 30, 2015 and did not record any impairment charges during the three and six months ended June 30, 2014.
Revenue Recognition
Product revenue is recognized at the time product is shipped and title has transferred, provided that a purchase order has been received or a contract has been executed, there are no uncertainties regarding customer acceptance, the sales price is fixed and determinable and collectability is deemed probable. Cost of products sold is recorded as the related revenue is recognized.
Income Taxes
The Company recognizes deferred tax liabilities and assets based on the temporary differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates in effect for the year in which the differences are expected to affect taxable income. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes consist primarily of timing differences such as amortization of intangible assets, deferred officers' compensation and stock-based compensation. A valuation allowance is provided against net deferred tax assets when the Company determines it is more likely than not that it will fail to generate sufficient taxable income to be able to realize the deferred tax assets.
In accordance with U.S. GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Derecognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce net assets. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of June 30, 2015 and December 31, 2014.
Concentration
All of the Company’s revenue and accounts receivable are from a single customer, Establishment Labs, SA.
Loss per Common Share and Common Share Equivalent
Basic loss per share excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income of the Company. The following securities were excluded in the computation of dilutive loss per share for the six months ended June 30, 2015 and 2014 because their inclusion would have been anti-dilutive:
|
|
2015 |
|
|
2014 |
|
Stock options |
|
|
- |
|
|
|
- |
|
Warrants |
|
|
4,704,464 |
|
|
|
1 |
|
Shares issuable upon conversion of preferred stock |
|
|
1,841,000 |
|
|
|
- |
|
Shares issuable upon conversion of convertible notes payable |
|
|
7,345,527 |
|
|
|
1 |
|
|
|
|
13,890,991 |
|
|
|
2 |
|
Impact of Recently Issued Accounting Standards
From time to time, the Financial Accounting Standards Board (the “FASB”) or other standards setting bodies will issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification (“ASC”) are communicated through issuance of an Accounting Standards Update (“ASU”).
In April of 2015, the FASB issued ASU No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30);Simplifying the Presentation of Debt Issuance Costs, which is effective for fiscal years beginning after December 15, 2015. The amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the debt, consistent with debt discounts. Early adoption is permitted. The Company does not believe that adoption of this ASU will have a material impact on its consolidated financial statements.
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), which is effective for annual periods ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. Under ASU 2014-15, entities will be required to formally assess their ability to continue as a going concern and provide disclosures under certain circumstances. While current practice regarding such disclosures is often guided by U.S. auditing standards, the new standard explicitly requires the assessment at interim and annual periods, and provides management with its own disclosure guidance. The standard can be adopted early. The Company is currently assessing the impact that adopting these new assessment and disclosure requirements will have on its financial statements and footnote disclosures. See note 1 for the Company’s current disclosure about its ability to continue as a going concern.
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASU 2014-09”). ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. ASU 2014-09 is effective for public entities for annual reporting periods beginning after December 15, 2016 and interim periods within those periods. Early adoption is not permitted. The FASB has approved a one-year deferral of the effective date with the option to early adopt using the original effective date. Entities may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-09. The Company is currently assessing the impact that adopting this new accounting guidance will have on its consolidated financial statements and footnote disclosures.
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for the general note to the financial statements for the reporting entity which may include, descriptions of the basis of presentation, business description, significant accounting policies, consolidations, reclassifications, new pronouncements not yet adopted and changes in accounting principles.
+ References
+ Details
Name: |
us-gaap_OrganizationConsolidationBasisOfPresentationBusinessDescriptionAndAccountingPoliciesTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Intangible Assets
|
6 Months Ended |
Jun. 30, 2015 |
Intangible Assets [Abstract] |
|
INTANGIBLE ASSETS |
2. INTANGIBLE ASSETS Intangible assets consist of the following: | | June 30, 2015 | | | December 31, 2014 | | | | Gross Carrying | | | Accumulated | | | | | | Gross Carrying | | | Accumulated | | | | | ($000's) | | Amount | | | Amortization | | | Total | | | Amount | | | Amortization | | | Total | | | | | | | | | | | | | | | | | | | | | Proprietary Technology | | $ | 1,372 | | | $ | (372 | ) | | $ | 1,000 | | | $ | 1,500 | | | $ | (318 | ) | | $ | 1,182 | | Customer relationship | | | 248 | | | | (248 | ) | | | - | | | | 500 | | | | (212 | ) | | | 288 | | | | $ | 1,620 | | | $ | (620 | ) | | $ | 1,000 | | | $ | 2,000 | | | $ | (530 | ) | | $ | 1,470 | |
As of June 30, 2015, the Company determined that its customer relationship intangible asset was fully impaired, and that the fair value of its proprietary technology was $1.0 million (see note 12). As a result, the Company recognized impairment charges aggregating to $0.4 million to write these assets down to their fair values. Amortization of intangibles charged against income amounted to $44,000 and $0.1 million for the three-months ended June 30, 2015 and 2014, respectively, and $0.1 million and $0.3 million for the six months ended June 30, 2015 and 2014, respectively.
|
X |
- References
+ Details
Name: |
us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for all or part of the information related to intangible assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16265-109275
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16323-109275
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16373-109275
+ Details
Name: |
us-gaap_IntangibleAssetsDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Accrued Expenses
|
6 Months Ended |
Jun. 30, 2015 |
Accrued Expenses [Abstract] |
|
ACCRUED EXPENSES |
3. ACCRUED EXPENSES The following table summarizes the significant components of accrued expenses: | | June 30, 2015 | | | December 31, 2014 | | | | (in thousands) | | Accrued payroll and payroll related (including $842 and $1,060 to related parties) | | $ | 1,202 | | | $ | 1,204 | | Accrued legal | | | 488 | | | | 477 | | Accrued other expenses (including $106 and $111 to related parties) | | | 945 | | | | 830 | | Total accrued expenses | | $ | 2,635 | | | $ | 2,511 | |
During the six months ended June 30, 2015, the Company entered into separate agreements with Scott Silverman, the Company’s Chief Executive Officer, Randolph Geissler, the Company’s President, Michael Krawitz, the Company’s Chief Legal and Financial Officer and one other executive officer, (collectively, the “Executive Officers”) whereby each Executive Officer agreed that certain amounts of accrued but unpaid compensation that each individual was entitled to receive (aggregating approximately $914,000) would be paid in the form of a convertible promissory note (the “Officer Notes”). In connection with these agreements, the Company issued Officer Notes to Messrs. Silverman, Geissler, Krawitz and the other executive officer in the principal amount of $194,010, $285,000, $384,509 and $50,000, respectively.
|
X |
- DefinitionThe entire disclosure for accounts payable and accrued liabilities at the end of the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19(a),20,24) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_AccountsPayableAndAccruedLiabilitiesDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_PayablesAndAccrualsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Notes Payable
|
6 Months Ended |
Jun. 30, 2015 |
Notes Payable and Subordinated Debt Reported at Fair Value [Abstract] |
|
NOTES PAYABLE |
4. NOTES PAYABLE Notes payable at June 30, 2015 and December 31, 2014 consist of the following: | | June 30, 2015 | | | December 31, 2014 | | | | (in thousands) | | Convertible notes payable with a bifurcated conversion option | | | 3,039 | | | | 2,943 | | Related party and Officer notes | | | 1,066 | | | | 169 | | Other notes payable | | | 176 | | | | 185 | | Discount on notes payable | | | (453 | ) | | | (531 | ) | | | | 3,828 | | | | 2,766 | | Less current portion | | | (3,828 | ) | | | (2,480 | ) | Non-current notes payable | | | - | | | | 286 | |
Convertible Notes with a Bifurcated Conversion Option During the six months ended June 30, 2015, the Company issued convertible promissory notes in the aggregate principal amount of $711,550, and received net proceeds of $653,598. These notes are generally due one year after the date of issuance, bear interest at rates of 1% to 12% per annum, and are convertible into shares of common stock at 57% to 61% of the market price of the Company’s common stock based on the low end of the trading range of the common stock during the 10 to 30 days prior to conversion, depending on the specific note being converted. With respect to the foregoing notes, in the event the Company were to issue or sell, or is deemed to have issued or sold, any shares of common stock for a consideration per share (the “New Issuance Price”) that is less than the conversion price in effect immediately prior to such issue or sale or deemed issuance or sale (a “Dilutive Issuance”), then, immediately after such Dilutive Issuance, the conversion price then in effect is reduced to an amount equal to the New Issuance Price. In connection with the issuance of one of the foregoing notes, the Company issued a warrant to purchase 50 shares of the Company’s common stock at an exercise price of $210 per share, subject to adjustment for stock splits, stock dividends and stock combinations (the “March 2015 Warrant”). The March 2015 Warrant is exercisable at any time until three years after the date of issuance. The terms of the warrant provides for a proportional downward adjustment of the exercise price in the event that the Company issues or sells, or is deemed to have issued or sold, shares of common stock at an issuance price that is less than the market price of the common stock at the time of issuance, as defined in the warrant agreement. The Company determined that the fair value of the March 2015 Warrant was de minimus at the date of issuance and at June 30, 2015. During the six months ending June 30, 2015, $576,797 of previously issued convertible notes, along with $10,375 of accrued interest, were converted into 281,908 shares of the Company’s common stock, and $28,800 of convertible notes were repaid in accordance with their terms. In connection with the notes converted, $152,000 of the bifurcated option liability was reclassified into additional paid-in capital. Also during the six months ending June 30, 2015, the Company entered into a settlement agreement with one of its convertible noteholders which reduced the outstanding principal balance on their notes by $9,375, which was recorded as a gain on the settlement of debt and is reflected in other income in the accompanying consolidated statements of operations for the three and six months ended June 30, 2015. At June 30, 2015, the outstanding balance on these convertible notes was $3,039,970. The Company’s failure to timely file its Quarterly Report on Form 10-Q for the period ending June 30, 2015 with SEC, as well as its failure to repay approximately $1.6 million of convertible notes that had reached their maturity date, constitute events of default under the terms of the convertible notes. As more fully described in note 12, on October 19, 2015, the Company received a default notice from its senior lender, acting in its capacity as collateral agent representing approximately $2.2 million of senior convertible notes with first priority security interests on the Company’s assets, demanding repayment of these notes. The Company did not have the financial resources to repay this indebtedness. In conjunction with the default notice, the Company received a Notification of Disposition of Collateral, advising the Company that the senior lender intended to sell, lease or license the assets securing the senior convertible notes at a public auction. The auction took place on November 4, 2015 and the senior lender received proceeds of $1.0 million, which was credited against the Company’s outstanding balance of convertible notes. The remaining outstanding convertible notes currently accrue default interest at rates ranging from of 18% to 22% per annum, and the holders of the notes retain their right to convert the outstanding principal plus accrued and unpaid interest into shares of the Company’s common stock in accordance with the terms of the notes. Related Party Notes Payable On January 23, 2015, the Company borrowed $45,000 from Scott Silverman, as evidenced by a promissory note (the “2015 Silverman Note”). The 2015 Silverman Note was payable on demand, and bearing interest at a rate of 5% per annum. Between January 30, 2015 and June 30, 2015, the 2015 Silverman Note was repaid in its entirety, and Mr. Silverman agreed to forgo receiving interest on the note. During the six months ending June 30, 2015, the Company also received $21,100 of short-term advances from Mr. Silverman, net of repayments, which remain outstanding as of June 30, 2015. These short-term advances do not bear interest and are repayable to Mr. Silverman on demand. As discussed in note 3, during the six months ended June 30, 2015, four of the Company’s executive officers entered into agreements with the Company whereby certain amounts of accrued but unpaid compensation that each individual was entitled to receive would be paid in the form of Officer Notes, and the Company issued an aggregate of $913,519 of Officer Notes in satisfaction of the accrued liabilities. In addition, Mr. Geissler and Mr. Krawitz agreed to have their previously issued and outstanding demand notes due from the Company, in the principal amounts of $34,000 and $60,000, respectively, converted into separate Officer Notes. The Officer Notes bear interest at a rate of 5% per annum, with principal and interest due on March 1, 2016. The Company has the option to prepay the Officer Notes, in whole or in part, and without premium or penalty, at any time upon 5 business days’ written notice to the holder. At any time after September 1, 2015, the holder of an Officer Note can convert all or part of the note into shares of the Company’s common stock at a conversion price equal to the average daily closing price of the Company’s common stock for the 10 days prior to conversion. On April 16, 2014 and May 1, 2014, the Company issued promissory notes to Ned L. Siegel in the principal amount of $30,000 and $20,000, respectively (collectively, the “Siegel Notes”), with interest accruing at a rate of 9% per annum and with principal and interest due on these notes one year after their date of issuance. Mr. Siegel was appointed a director of the Company on June 17, 2014, and resigned from the Company’s board of directors on January 28, 2015. On February 27, 2015, the Siegel Notes were amended to (i) extend the maturity date to March 1, 2016, and (ii) reduce the per share conversion price from $350 to 60% of the average of the three lowest closing prices of the Company’s common stock for the 10 trading days prior to conversion. During the six months ending June 30, 2015, $37,924 of related party notes, along with $1,483 of accrued interest, were converted into 26,720 shares of common stock. As of June 30, 2015 there were $1,065,695 of related party notes outstanding. Other Notes Payable Other notes payable as of December 31, 2014 consisted of a note payable to PositiveID Corporation (“PSID”) in the principal amount of approximately $115,000 (the “PSID Note”) which is to be repaid through the issuance of a de minimus number of shares of the Company’s stock, and other promissory notes with an aggregate principal amount of $70,625 that are generally convertible into shares of the Company’s common stock at the option of the holder at a conversion price of $350 per share. For some of these notes, the Company may, at its sole option, elect to convert the note into common stock at a conversion price that is equal to 60% of the market price of the Company’s common stock, as defined in the notes. During the six months ended June 30, 2015, $9,400 of these notes, plus $1,537 of accrued interest, was converted into 10 shares of the Company’s common stock. At June 30, 2015, the total of all of the Company’s outstanding promissory notes was convertible into an aggregate of 7,345,527 shares of the Company’s common stock. During the six months ended June 30, 2015 and 2014, the Company recognized interest expense of approximately $0.7 million and $1.6 million, respectively, which is primarily related to the amortization of debt discounts.
|
X |
- References
+ Details
Name: |
us-gaap_DebtDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20,22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_DebtDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Subordinated Debt Reported at Fair Value
|
6 Months Ended |
Jun. 30, 2015 |
Notes Payable and Subordinated Debt Reported at Fair Value [Abstract] |
|
SUBORDINATED DEBT REPORTED AT FAIR VALUE |
5. SUBORDINATED DEBT REPORTED AT FAIR VALUE In December 2012, VAC entered into an asset purchase agreement and royalty agreement with SNC Holding Corp. wherein VAC acquired various technology and trademarks related to its radiation dose measurement technology. Under the terms of the agreements, VAC issued a non-interest bearing secured subordinated convertible promissory note in the principal amount of $3.3 million (the “SNC Note”). The SNC Note is convertible into one-third of the beneficial common stock ownership of VC held by Scott Silverman, though Mr. Silverman has no beneficial common stock ownership as of June 30, 2015 and December 31, 2014 as a result of the February 2015 Reverse Stock Split and the July 2015 Reverse Stock Split. The SNC Note was amended in July 2013 to extend the maturity date to June 2015. The SNC Note has not been repaid. The Company made an irrevocable election at the time of issuance to report the note at fair value, with changes in fair value recorded through the Company’s statement of operations as Other expense/income in each accounting period. At June 30, 2015 and December 31, 2014, the fair value of the SNC Note was $0.3 million (see notes 6 and 12 for further information).
|
X |
- References
+ Details
Name: |
us-gaap_DebtDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for long-term debt.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_LongTermDebtTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Financial Instruments and Fair Value Measurements
|
6 Months Ended |
Jun. 30, 2015 |
Financial Instruments and Fair Value Measurements [Abstract] |
|
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS |
6. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.
The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. As of June 30, 2015, the SNC Note (which the Company elected to be accounted for at fair value), the bifurcated embedded option in other convertible notes and the warrant liabilities were valued using Level 3 inputs. The changes in fair value of the SNC Note, the bifurcated embedded option in the convertible notes and the warrant liability during the three and six months ended June 30, 2015 and 2014 are reflected in the changes in fair
value of derivative instruments in the Company’s consolidated statement of operations. As of June 30, 2015, non-financial assets measured at fair value were the intangible asset value of $1.0 million, based on a level 1 input (see note 12). The following table summarizes our financial assets and liabilities measured at fair value as presented in the consolidated balance sheets as of June 30, 2015 and December 31, 2014 (in thousands): | | June 30, 2015 | | | December 31, 2014 | | | | Level 1 | | | Level 2 | | | Level 3 | | | Level 1 | | | Level 2 | | | Level 3 | | | | | | | | | | | | | | | | | | | | | Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | SNC Note | | $ | — | | | $ | — | | | $ | 317 | | | $ | — | | | $ | — | | | $ | 316 | | Bifurcated option in convertible notes | | $ | — | | | $ | — | | | $ | 2,286 | | | $ | — | | | $ | — | | | $ | 930 | | Warrant liabilities | | $ | — | | | $ | — | | | $ | 2,062 | | | $ | — | | | $ | — | | | $ | 534 | |
The following is a summary of activity of Level 3 liabilities for the six months ended June 30, 2015: | | SNC Note | | | Bifurcated embedded option in convertible notes | | | Warrant liabilities | | Balance at December 31, 2014 | | $ | 316 | | | $ | 930 | | | $ | 534 | | Issuance of additional debt | | | | | | | 386 | | | | | | Conversion of notes and exercise of warrants into shares of common stock | | | | | | | (152 | ) | | | (11 | ) | Losses (gains) included in net loss | | | 1 | | | | 1,122 | | | | 1,539 | | Balance at June 30, 2015 | | $ | 317 | | | $ | 2,286 | | | $ | 2,062 | |
|
X |
- DefinitionThe entire disclosure for financial instruments. This disclosure includes, but is not limited to, fair value measurements of short and long term marketable securities, international currencies forward contracts, and auction rate securities. Financial instruments may include hedging and non-hedging currency exchange instruments, derivatives, securitizations and securities available for sale at fair value. Also included are investment results, realized and unrealized gains and losses as well as impairments and risk management disclosures.
+ References
+ Details
Name: |
us-gaap_FinancialInstrumentsDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_InvestmentsAllOtherInvestmentsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Stockholders' Deficit
|
6 Months Ended |
Jun. 30, 2015 |
Stockholders' Deficit [Abstract] |
|
STOCKHOLDERS' DEFICIT |
7. STOCKHOLDERS’ DEFICIT Preferred Stock As of June 30, 2015, the Company has authorized 5 million shares of preferred stock, par value $0.01 per share with 1,841 shares of Series D Convertible Preferred Stock (the “Series D Preferred Stock”) outstanding, of which 1,400 shares are held by Scott Silverman and 441 shares are held by Randolph Geissler. The stated value of the Series D Preferred Stock is reflected as temporary equity in the Company’s consolidated balance sheet, due to the possibility that under certain conditions the Series D Preferred Stock could be required to be settled in cash. On March 13, 2015, the Company’s Board of Directors approved an amendment to the Certificate of Designation for the Series D Preferred Stock to change the price for which the Series D Preferred Stock can be converted into common stock of the Company to the average closing price of the common stock over any 5 consecutive Trading Days occurring between March 12, 2015 and the conversion date, with the five-day period being elected by the holder of the Series D Preferred Stock in the conversion notice. Common Stock As previously discussed in note 1, the February 2015 Reverse Stock Split became effective on February 11, 2015, and the July 2015 Reverse Stock Split became effective on July 29, 2015. All share, per share and capital stock amounts have been retroactively restated as of June 30, 2015 and December 31, 2014, and for the three and six months ended June 30, 2015 and 2014 to give effect to the reverse stock splits. As a result of the July Reverse Stock Split, the Company no longer has any stock options or warrants treated as equity instruments outstanding as of June 30, 2015. On April 20, 2015, the Company sold 526 shares of its common stock to a director of the Company for a purchase price of $10,000. The purchase price was based on the closing price of the Company’s common stock on April 19, 2015. On April 22, 2015, the Company sold 666 shares of its common stock to Mr. Silverman for $10,000. The purchase price was based on the closing price of the Company’s common stock on April 21, 2015. On May 12, 2015, a director of the Company converted outstanding amounts owed to him in the amount of $32,101, into 10,700 shares of common stock. The number of shares issued was based on the closing price of the Company’s common stock on May 11, 2015. As of June 30, 2015, the Company had 100 billion shares of common stock authorized (based on the July 2015 amended certificate of incorporation increasing the number of authorized shares) and 446,312 shares were issued and outstanding. Warrants Treated as Liabilities On November 13, 2013 in connection with the issuance of senior convertible notes and an amendment to certain agreements between the Company and PSID, the Company issued warrants to purchase up to 2,944,444 shares of the Company’s common stock on a pre-split basis (the “November 2013 Warrants”). The November 2013 Warrants became exercisable at issuance and entitle the Investors to purchase shares of the Company’s common stock for a period of five years at an initial exercise price (prior to giving effect to the reverse split) of $2.84 per share, contain a cashless exercise provision and a full ratchet price protection provision on the exercise price. As of June 30, 2015, after consideration of both reverse stock splits and based on the aggregate exercise price of $2,822,648, if all of the remaining November 2013 Warrants had been exercised the number of shares of the Company’s common stock that would have been issued would have been 4,704,414 shares based on an exercise price of $0.60 per share, subject to adjustment for the cashless exercise provisions. During the six months ended June 30, 2015, the Company issued 125,817 shares of common stock for November 2013 Warrants exercised on a cashless basis and approximately $11,000 of warrant liabilities were reclassified to additional paid in capital. During the six months ended June 30, 2015, the Company issued the March 2015 Warrant (see note 4). The March 2015 Warrant is exercisable at any time until three years after the date of issuance. The terms of the warrant provides for a proportional downward adjustment of the exercise price in the event that the Company issues or sells, or is deemed to have issued or sold, shares of common stock at an issuance price that is less than the market price of the common stock at the time of issuance, as defined in the warrant agreement. The Company determined that the fair value of the March 2015 Warrant was de minimus at the time of issuance and at June 30, 2015. The terms of the March 2015 Warrant and the November 2013 Warrants are such that they do not qualify for equity treatment under ASC 815 and are classified as liabilities at June 30, 2015 and December 31, 2014. The carrying amount of the warrant liabilities approximate management’s estimate of their fair value (see note 6) and were determined to be $2.1 million and $0.5 million at June 30, 2015 and December 31, 2014, respectively. The Company recognized a loss on the change in fair value of the Company’s warrant liabilities for the three months ended June 30, 2015 and 2014 of $1.8 million and $6.0 million, respectively. The Company recognized a loss on the change in fair value of the warrant liabilities of $1.5 million and $2.8 for the six months ended June 30, 2015 and 2014,
respectively.
|
X |
- References
+ Details
Name: |
us-gaap_EquityAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(d),(e)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SAB TOPIC 4.E) -URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-31) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 4 -Subparagraph (SAB TOPIC 4.C) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187143-122770
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644
Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656
Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644
Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Preferred Stock -URI http://asc.fasb.org/extlink&oid=6521494
Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644
Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 11 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21564-112644
Reference 14: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section E
Reference 15: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section C
+ Details
Name: |
us-gaap_StockholdersEquityNoteDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Income Taxes
|
6 Months Ended |
Jun. 30, 2015 |
Income Taxes [Abstract] |
|
INCOME TAXES |
8. INCOME TAXES The Company did not record an income tax provision or benefit for the three and six months ended June 30, 2015 and 2014. The Company has incurred losses since its inception and has provided a valuation allowance against its net operating loss carryforwards and other net deferred tax assets.
|
X |
- DefinitionThe entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(h)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32559-109319
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 15 -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32718-109319
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 9 -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32639-109319
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32537-109319
+ Details
Name: |
us-gaap_IncomeTaxDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
X |
- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39622-107864
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39678-107864
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(k)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Paragraph b -Article 3A
+ Details
Name: |
us-gaap_RelatedPartyTransactionsDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Commitments and Contingencies
|
6 Months Ended |
Jun. 30, 2015 |
Commitments and Contingencies [Abstract] |
|
COMMITMENTS AND CONTINGENCIES |
10. COMMITMENTS AND CONTINGENCIES In March 2013, VC appointed a liquidator and initiated the formal liquidation of its U.K. subsidiary, Signature Industries Limited (“Signature”), primarily related to its outstanding liabilities. VC used £40,000 (approximately $61,000) of the proceeds from the sale of Signature’s former division, Digital Angel Radio Communications Limited (“DARC”) to satisfy its estimated portion of Signature’s outstanding liabilities. However, additional claims submitted to the liquidator could result in the Company being required to pay additional amounts to cover its share of Signature’s outstanding liabilities. The Company has estimated a potential additional liability of approximately $159,000 which is reflected in accrued expenses in the accompanying consolidated balance sheets as of June 30, 2015 and December 31, 2014. On January 30, 2014, the Company and the buyers of DARC entered into a letter agreement under which the Company agreed to accept a payment of £62,000 (USD approximately $0.1 million) in full and final settlement of a deferred purchase price related to VC’s sale of DARC in March 2013. As a result, the Company recorded a loss on the settlement of this receivable of approximately USD $55,000 in the six months ended June 30, 2014, which is reflected in Other expenses in the Company’s consolidated statement of operations. All of the other provisions (including, without limitation, the indemnities) agreed between VC, and/or the Buyers under the stock purchase agreement and any related documents remain in full force and effect. During the year ended December 31, 2013, the Company was informed by the New Jersey Department of Environmental Protection that a predecessor business sold a building in 2006 for which an environmental action has been claimed. The claim is being reviewed by the Company’s outside legal counsel, and the Company has not yet determined the impact on its financial condition, liquidity or cash flows, if any.
|
X |
- References
+ Details
Name: |
us-gaap_CommitmentsAndContingenciesDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for commitments and contingencies.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6449706&loc=d3e16207-108621
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 460 -SubTopic 10 -Section 50 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=51674963&loc=d3e12565-110249
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 450 -SubTopic 20 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=25496072&loc=d3e14435-108349
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.25) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 440 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6394976&loc=d3e25287-109308
+ Details
Name: |
us-gaap_CommitmentsAndContingenciesDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Supplemental Disclosure of Cash Flow Information
|
6 Months Ended |
Jun. 30, 2015 |
Supplemental Disclosure of Cash Flow Information [Abstract] |
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
11. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Supplemental cash flow information for the six months ended June 30, 2015 and 2014 were as follows (in thousands): | | 2015 | | | 2014 | | Supplemental disclosure of cash flow information: | | | | | | | Cash paid for interest | | | - | | | | - | | Cash paid for income taxes | | | - | | | | - | | Supplemental schedule of non-cash investing and financing activities: | | | | | | | | | Notes payable and accrued liabilities converted into common stock | | | 669 | | | | 396 | | Accrued liabilities satisfied through the issuance of convertible promissory notes to related parties | | | 914 | | | | - | | Issuance of a warrant in connection with a promissory note | | | | | | | 66 | | Cashless exercises of common stock warrants | | | 11 | | | | 6,990 | | Reclassification of derivative liability to equity upon conversion of notes payable | | | 152 | | | | - | | Discounts recorded for embedded conversion option liabilities of convertible notes | | | 386 | | | | - | |
|
X |
- DefinitionThe entire disclosure for supplemental cash flow activities, including cash, noncash, and part noncash transactions, for the period. Noncash is defined as information about all investing and financing activities of an enterprise during a period that affect recognized assets or liabilities but that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4313-108586
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4304-108586
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4332-108586
+ Details
Name: |
us-gaap_CashFlowSupplementalDisclosuresTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_SupplementalCashFlowElementsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Subsequent Events
|
6 Months Ended |
Jun. 30, 2015 |
Subsequent Events [Abstract] |
|
SUBSEQUENT EVENTS |
12. SUBSEQUENT EVENTS Issuance of Convertible Notes Between July 1, 2015 and December 30, 2015, the Company issued convertible promissory notes in the aggregate principal amount of $637,921, for which the Company received $563,355 in net proceeds. In addition, the Company issued convertible promissory notes in connection with the proposed acquisition and other transactions discussed below in the aggregate principal amount of $273,088. The Company received no cash proceeds with the issuance of these notes. These notes are due one year after the date of issuance, bear interest at rates of 10 to 12% per annum, and are convertible into shares of common stock at 60% of the average of the three lowest trading prices of the Company’s common stock during the 10 days prior to conversion. The foregoing notes contain terms similar to those of the convertible notes issued in November 2013 and in 2014, whereby in the event the Company were to issue or sell, or is deemed to have issued or sold, any shares of common stock for a consideration per share (the “New Issuance Price”) that is less than the conversion price in effect immediately prior to such issue or sale or deemed issuance or sale (a “Dilutive Issuance”), then, immediately after such Dilutive Issuance, the conversion price then in effect is reduced to an amount equal to the New Issuance Price. In November and December of 2015 the Company issued additional Officer Notes in the aggregate principal amount of $96,955 in settlement of accrued but unpaid compensation. The terms and conditions of these notes are substantially identical to those of the Officer Notes described in note 4. Capital Stock On July 29, 2015, the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware to increase the number of common shares that the Company is authorized to issue from 10 billion to 100 billion. Also on July 29, 2015, the Company effectuated the July 2015 Reverse Stock Split as more fully described in note 1. Between July 1, 2015 and December 30, 2015,
outstanding
promissory notes in the principal amount of $20,676, were converted into 179,339 shares of common stock. Also between July 1, 2015 and December 30, 2015, the Company issued 98,000 shares of common stock in connection with cashless exercises of outstanding warrants. On August 13, 2015, the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) granted 100,000,000 shares of restricted stock to executive officers of the Company and options to purchase 148,500,000 shares of the Company’s common stock to employees and directors of the Company. These grants were under the Company’s 2014 Stock Incentive Plan. Also on August 13, 2015, the Compensation Committee granted an additional 150,000,000 shares of restricted stock to executive officers and a director. The restricted stock vests on January 2, 2017 or upon a change of control. The stock options vested on August 13, 2015, and the Company will record approximately $7.8 million in stock- based compensation in the remainder of 2015 in connection with these grants. Defaults on Senior and Subordinated Securities The Company’s failure to timely file its Quarterly Report on Form 10-Q with the SEC in August of 2015, as well as its failure to pay some of the convertible notes that became due, constitute events of default on the Company’s outstanding convertible promissory notes, including approximately $1.0 million of senior secured promissory notes secured by substantially all of the Company’s assets (the "Senior Notes”). As a result, the Company entered into discussions with Magna Equities I, LLC, (together with its affiliate, Magna Equities II, “Magna”) the collateral agent for the holders of the Senior Notes, and agreed to the actions taken below. On October 19, 2015, the Company entered into a letter agreement with Magna pursuant to which the Company agreed to exchange approximately $1.3 million aggregate principal amount of outstanding unsecured convertible promissory notes held by Magna for an equal principal amount of new secured convertible promissory notes (the “New Magna Notes”) intended to be pari passu in rank and priority with the Senior Notes. There was no accounting effect to this amendment. On October 19, 2015, the Company received a default notice from Magna, acting in its capacity as collateral agent under the security agreement pertaining to the Senior Notes. At the time of the notice, Magna was the holder of outstanding convertible promissory notes of the Company in the aggregate principal amount of approximately $1.6 million (excluding all accrued but unpaid interest), consisting of approximately $0.3 million of Senior Notes and $1.3 million of New Magna Notes, and had entered into agreements with holders of an additional $500,000 aggregate principal of Senior Notes to acquire such Senior Notes. The default notice demanded repayment of the entire amount due under the Senior Notes (including the $500,000 of Senior Notes Magna had the right to acquire) and the New Magna Notes (collectively, the "Magna Notes"). The Company did not have the financial resources to repay this indebtedness. The default notice also advised the Company and its subsidiaries that Magna was exercising all of its rights and remedies under the Senior Notes it owns (including the $500,000 of Senior Notes Magna had the right to acquire) and the New Magna Notes and the related debt documents. In conjunction with
this default notice,
the Company received from Magna a Notification of Disposition of Collateral (the “NDC”). The NDC advised the Company that Magna intended to sell, lease or license the assets securing the Senior Notes and the New Magna Notes at a public auction to take place in early November of 2015. These assets constitute substantially all of the assets of the Company and its subsidiaries, except for those assets securing the SNC Note. On November 4, 2015, the public auction took place, and Magna purchased the assets, including the capital stock of the Company’s VAC and PositiveID Animal Health subsidiaries, for $1 million, which was credited against the Company’s outstanding indebtedness to Magna. Magna’s purchase of the $500,000 of Senior Notes from the previous holders was completed on November 10, 2015. In connection with this transaction, the Company amended a previously issued unsecured convertible promissory note with one of the holders by increasing the principal amount of the note by $102,500. The Company did not receive any cash proceeds from this transaction. SNC Assets The SNC Note (see note 5) is secured by all of the assets, consisting primarily of intellectual property and certain tangible property and equipment (the “SNC Collateral”), acquired by the Company under the asset purchase agreement entered into by the Company and SNC Holdings Corp. on November 30, 2012. Under the terms of the SNC Note, as amended, which was due on June 30, 2015 and has not been repaid, the holder of the SNC Note may look solely to the SNC Collateral to satisfy all obligations of the Company to it under the SNC Note and not to any other assets of the Company and/or its subsidiaries. In October of 2015, the Company contacted the holder of the SNC Note regarding the possibility of returning the SNC Collateral to the holder in satisfaction of the SNC Note but has yet to return the assets to the holder. The Company is still evaluating its options related to the SNC Assets. Proposed Acquisition On November 25, 2015, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with The Brace Shop, LLC, a Florida limited liability company (“The Brace Shop”) and Lynne Shapiro (the “Seller”), whereby the Company agreed to acquire (the “Acquisition”), all of the issued and outstanding membership interests (the “Stock”) of The Brace Shop. The Brace Shop operates as an online retailer of orthopedic braces and related medical devices and, according to The Brace Shop’s management, had annual unaudited revenues of approximately $7 million for the year ended December 31, 2014. Pursuant to the terms of the Purchase Agreement, the aggregate purchase price for the Stock is (i) $250,000 in cash, $125,000 of which was paid to the Seller upon the execution of the Purchase Agreement and the remaining $125,000 payable, subject to certain conditions, within four business days after the closing of the Acquisition, (ii) one
unit of the Company’s to be
established Series E Preferred Stock which is convertible into 84.9% of the issued and outstanding shares of common stock of the Company, on a fully diluted basis with voting rights, (iii) a goldenshare in the form of a warrant (the “Goldenshare”), exercisable for that number of shares of common stock required to insure that the Series E Preferred Stock issued as part of the purchase price to the Seller is convertible into 84.9% of the issued and outstanding shares of common stock, on a fully diluted basis. At the closing of the Acquisition, the Company’s current Chief Executive Officer will receive a unit of the Series E Preferred Stock convertible into 3.9% of the issued and outstanding common stock of the Company on a fully-diluted basis. The units of Series E Preferred Stock and the Goldenshare will not be convertible until the date six months from the date of the closing of the Acquisition. In addition, upon the closing of the Acquisition, pursuant to the Purchase Agreement, the Company will pay a consultant $50,000 (less $10,000 that was paid upon the execution of the Purchase Agreement), and issue the consultant a 3 year warrant to purchase, at an exercise price of $0.01 per share, 2.99% of the issued and outstanding common stock of the Company, which warrant may be exercisable on a cashless basis. The aforementioned payment by the Company of $125,000 to the Seller was financed by the sale of a senior secured convertible promissory note in the aggregate principal amount of $147,059 (the “Acquisition Note”) to an institutional investor who previously purchased convertible debt from the Company (the “Investor”). The Acquisition Note bears interest at a rate of 12% per annum, with principal and interest due on November 25, 2016. The Acquisition Note is convertible into shares of the Company’s Common Stock at a conversion price equal to the lesser of (i) $0.015 per share, and (ii) 60% of the average of the three lowest trading prices during the ten trading days prior to conversion, and contains full-ratchet anti-dilution provisions similar to those of convertible notes previously issued by the Company. The embedded conversion option contained in the Acquisition Note will be bifurcated and reflected as a derivative liability at fair value. The Company currently anticipates that the remaining $125,000 cash portion of the purchase price for the Acquisition, the $50,000 consulting fee and all other costs and expenses related to the Acquisition and the Company’s ongoing operations will be funded through the sale of additional senior secured convertible promissory notes to the Investor on terms substantially identical to that of the Acquisition Note. The Purchase Agreement contemplates that all interest, principal and any other required payments on all debt instruments of the Company that are outstanding as of the date of the Purchase Agreement (but excluding the Acquisition Note) shall only be paid through the issuance of shares of common stock. All options, warrants, shares of preferred stock and other securities of the Company outstanding as of the date of the Purchase Agreement are to remain in place on the terms set forth in each of such securities, except that all options, warrants and shares of preferred stock are to be converted into common stock within six months of the date of closing of the Acquisition or cancelled. The closing of the Acquisition is subject to a number of other conditions including, but not limited to, the Company becoming current in its reporting requirements under the Federal Securities Laws, and completion of an audit of The Brace Shop’s financial statements for its two most recent fiscal years. Since the sole member of The Brace Shop would obtain voting control of 84.9% of the Company, the Company anticipates that the closing of the Acquisition, if it takes place, will result in a change in control, and therefore would be accounted for as a reverse acquisition and recapitalization with the Brace Shop as the accounting acquirer and continuing business of the Company. While the Company currently believes that the closing of the Acquisition will take place in January 2016, there can be no assurances that the Closing will occur during such time or at all, or that the terms of the Acquisition as set forth in the Purchase Agreement will not materially change. Moreover, the Company currently has limited funds and no assurances can be given that it will be able to raise any additional funds on terms acceptable to the Company, or at all, or that the Company will be able to continue as a going concern. The failure to do so could result in the Company not being able to effectuate the Acquisition
|
X |
- References
+ Details
Name: |
us-gaap_SubsequentEventsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
+ References
+ Details
Name: |
us-gaap_SubsequentEventsTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Organization, Basis of Presentation and Summary of Selected Significant Accounting Policies (Policies)
|
6 Months Ended |
Jun. 30, 2015 |
Organization, Basis of Presentation and Summary of Selected Significant Accounting Policies [Abstract] |
|
Going Concern |
Going Concern
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has incurred significant operating losses since its inception on December 14, 2011 and had a working capital deficit and accumulated deficit at June 30, 2015 of $10.2 million and $29.3 million, respectively. The Company’s cash position is critically deficient, and payments essential to the Company’s ability to operate are not being made in the ordinary course. Failure to raise capital in the coming days to fund the Company’s operations and failure to generate positive cash flow to fund such operations in the future will have a material adverse effect on the Company’s financial condition. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments to the classification of recorded asset amounts or the amounts and classification of liabilities that might result from this uncertainty. The auditor’s report on the Company’s financial statements for the years ended December 31, 2014 and 2013 expressed substantial doubt about the Company’s ability to continue as a going concern.
The Company needs to raise additional funds immediately and continue to raise funds until it begins to generate sufficient cash from operations, and it may not be able to obtain the necessary financing on acceptable terms, or at all. During the six months ended June 30, 2015, the Company raised approximately $0.8 million from the sale of convertible promissory notes (see note 4).
On October 19, 2015, the Company received a default notice from its senior lender demanding repayment of approximately $2.1 million of indebtedness, secured by substantially all of the Company’s assets, which the Company was unable to repay. The Company also received a Notice of Disposition of Collateral advising the Company that the senior lender, acting as collateral agent, intended to sell the assets at auction. On November 4, 2015, the Company’s assets were sold at auction for the sum of $1 million, which was credited against the Company’s outstanding senior debt (see note 12). As of the date of this report, the Company has ceased its business operations related to implantable medical device identification.
|
Reverse Stock Splits and Change in Par Value of Common Stock |
Reverse Stock Splits and Change in Par Value of Common Stock On December 18, 2014, an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse split of all of the outstanding shares of the Company’s common stock at a ratio of 1 for 1,000 was approved by the Company’s Stockholders. The Certificate of Amendment became effective on February 11, 2015, and at that time each 1,000 shares of outstanding common stock of the Company was combined and automatically converted into one share of the Company’s common stock, with a par value of $0.00001 per share (the “February 2015 Reverse Stock Split”). In addition, the conversion and exercise prices of all of the Company’s outstanding preferred stock, common stock purchase warrants, stock options and convertible notes payable were proportionately adjusted at the 1:1,000 reverse split ratio consistent with the terms of such instruments. No fractional shares were issued as a result of the February 2015 Reverse Stock Split, and shareholders received a cash payment in lieu of such fractional shares that they would otherwise be entitled. Also on December 18, 2014, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to (i) reduce the par value of the Company’s common stock from $0.01 per share to $0.00001 per share; and (ii) increase the number of shares of common stock that the Company is authorized to issue from 500 million to 10 billion. This amendment became effective on December 18, 2014. On July 29, 2015, another amendment to the Company’s Amended and Restated Certificate of Incorporation became effective to implement a 1-for-10,000 reverse stock split (the “July 2015 Reverse Stock Split”) of the Company’s common stock. As a result, each 10,000 shares of the Company’s issued and outstanding common stock automatically, and without any action on the part of the respective holders, were combined and converted into one issued and outstanding share of common stock. The July 2015 Reverse Stock Split resulted in a reduction in the number of issued and outstanding shares of the Company’s common stock from approximately 4.4 billion to approximately 446,000. The July 2015 Reverse Stock Split affected all issued and outstanding shares of the Company's common stock, as well as all common stock underlying convertible notes, warrants, convertible preferred stock and stock options outstanding immediately prior to the July 2015 Reverse Stock Split. The amendment also increased the number of shares of common stock that the Company is authorized to issue from 10 billion to 100 billion. The Amendment was approved by the Company’s Board of Directors and ratified by the Company’s stockholders on May 26, 2015. All share, per share and capital stock amounts as of June 30, 2015 and December 31, 2014, and for the three and six months ended June 30, 2015 and 2014 have been retroactively restated to give effect to the July 2015 Reverse Stock Split, the February 2015 Reverse Stock Split and the change in the par value of the Company’s common stock.
|
Use of Estimates |
Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the year. Actual results could be affected by those estimates. Included in these estimates are assumptions used in determining the lives and valuation of long-lived assets, in valuation models used in estimating the fair value of certain promissory notes, warrants, embedded conversion options, stock-based compensation and in determining valuation allowances for deferred tax assets.
|
Inventory |
Inventory Inventory consisted of purchased finished goods at June 30, 2015 and December 31, 2014. Inventory is valued at the lower of the value using the first-in, first-out (“FIFO”) cost method, or market.
|
Property and Equipment |
Property and Equipment Property and equipment consists primarily of machinery and computer equipment and is stated at cost less accumulated depreciation. Depreciation expense is computed using the straight-line method over the estimated useful life of the related assets, generally ranging from 3 to 10 years. Depreciation expense for the three and six months ended June 30, 2015 was approximately $2,000 and $4,000, respectively. Depreciation for the three and six months ended June 30, 2014 was less than $1,000.
|
Intangible Assets |
Intangible Assets The Company’s intangible assets (see note 2) are amortized on a straight-line basis over their expected economic lives ranging from 7 to 14 years. The lives were determined based upon the expected use of the asset, the ability to extend or renew patents, trademarks and other contractual provisions associated with the asset, the stability of the industry, expected changes in and replacement value of distribution networks and other factors deemed appropriate. The Company reviews its intangible assets and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If an impairment indicator is present, the Company evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the carrying value of the asset exceeds the projected undiscounted cash flows, the Company is required to estimate the fair value of the asset and recognize an impairment charge to the extent that the carrying value of the asset exceeds its estimated fair value. The Company recorded an impairment charge of $0.4 million for the three and six months ended June 30, 2015 and did not record any impairment charges during the three and six months ended June 30, 2014.
|
Revenue Recognition |
Revenue Recognition Product revenue is recognized at the time product is shipped and title has transferred, provided that a purchase order has been received or a contract has been executed, there are no uncertainties regarding customer acceptance, the sales price is fixed and determinable and collectability is deemed probable. Cost of products sold is recorded as the related revenue is recognized.
|
Income Taxes |
Income Taxes The Company recognizes deferred tax liabilities and assets based on the temporary differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates in effect for the year in which the differences are expected to affect taxable income. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes consist primarily of timing differences such as amortization of intangible assets, deferred officers' compensation and stock-based compensation. A valuation allowance is provided against net deferred tax assets when the Company determines it is more likely than not that it will fail to generate sufficient taxable income to be able to realize the deferred tax assets. In accordance with U.S. GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Derecognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce net assets. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of June 30, 2015 and December 31, 2014.
|
Concentration |
Concentration All of the Company’s revenue and accounts receivable are from a single customer, Establishment Labs, SA.
|
Loss per Common Share and Common Share Equivalent |
Loss per Common Share and Common Share Equivalent Basic loss per share excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income of the Company. The following securities were excluded in the computation of dilutive loss per share for the six months ended June 30, 2015 and 2014 because their inclusion would have been anti-dilutive: | | 2015 | | | 2014 | | Stock options | | | - | | | | - | | Warrants | | | 4,704,464 | | | | 1 | | Shares issuable upon conversion of preferred stock | | | 1,841,000 | | | | - | | Shares issuable upon conversion of convertible notes payable | | | 7,345,527 | | | | 1 | | | | | 13,890,991 | | | | 2 | |
|
Impact of Recently Issued Accounting Standards |
Impact of Recently Issued Accounting Standards From time to time, the Financial Accounting Standards Board (the “FASB”) or other standards setting bodies will issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification (“ASC”) are communicated through issuance of an Accounting Standards Update (“ASU”). In April of 2015, the FASB issued ASU No. 2015-03, Interest – Imputation of Interest (Subtopic 835-30);Simplifying the Presentation of Debt Issuance Costs, which is effective for fiscal years beginning after December 15, 2015. The amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the debt, consistent with debt discounts. Early adoption is permitted. The Company does not believe that adoption of this ASU will have a material impact on its consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), which is effective for annual periods ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. Under ASU 2014-15, entities will be required to formally assess their ability to continue as a going concern and provide disclosures under certain circumstances. While current practice regarding such disclosures is often guided by U.S. auditing standards, the new standard explicitly requires the assessment at interim and annual periods, and provides management with its own disclosure guidance. The standard can be adopted early. The Company is currently assessing the impact that adopting these new assessment and disclosure requirements will have on its financial statements and footnote disclosures. See note 1 for the Company’s current disclosure about its ability to continue as a going concern. In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASU 2014-09”). ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. ASU 2014-09 is effective for public entities for annual reporting periods beginning after December 15, 2016 and interim periods within those periods. Early adoption is not permitted. The FASB has approved a one-year deferral of the effective date with the option to early adopt using the original effective date. Entities may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-09. The Company is currently assessing the impact that adopting this new accounting guidance will have on its consolidated financial statements and footnote disclosures.
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for credit risk.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 55 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6875567&loc=d3e14489-108613
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 825 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=51676700&loc=d3e61082-112788
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 825 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=28088331&loc=SL29635902-196195
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 21 -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13537-108611
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 20 -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13531-108611
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 825 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=51676700&loc=d3e61044-112788
+ Details
Name: |
us-gaap_ConcentrationRiskCreditRisk |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3630-109257
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
+ Details
Name: |
us-gaap_EarningsPerSharePolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for goodwill and intangible assets. This accounting policy also may address how an entity assesses and measures impairment of goodwill and intangible assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16265-109275
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=35741047&loc=d3e13816-109267
+ Details
Name: |
us-gaap_GoodwillAndIntangibleAssetsPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 19 -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32840-109319
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 30 -Section 05 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6423966&loc=d3e40913-109327
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 954 -SubTopic 740 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6491622&loc=d3e9504-115650
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 17 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32809-109319
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 45 -Paragraph 25 -URI http://asc.fasb.org/extlink&oid=37586315&loc=d3e32247-109318
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=37586315&loc=d3e32280-109318
+ Details
Name: |
us-gaap_IncomeTaxPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for major classes of inventories, bases of stating inventories (for example, lower of cost or market), methods by which amounts are added and removed from inventory classes (for example, FIFO, LIFO, or average cost), loss recognition on impairment of inventories, and situations in which inventories are stated above cost. If inventory is carried at cost, this disclosure includes the nature of the cost elements included in inventory.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 330 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=28360613&loc=d3e4492-108314
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.6(b)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 330 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=28360613&loc=d3e4556-108314
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6361739&loc=d3e7789-107766
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Financial Reporting Release (FRR) -Number 206 -Paragraph b -Subparagraph i, ii -Chapter 2
Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 6 -Subparagraph a -Article 5
+ Details
Name: |
us-gaap_InventoryPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.
+ References
+ Details
Name: |
us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, basis of assets, depreciation and depletion methods used, including composite deprecation, estimated useful lives, capitalization policy, accounting treatment for costs incurred for repairs and maintenance, capitalized interest and the method it is calculated, disposals and impairments.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.13(a)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for revenue recognition. If the entity has different policies for different types of revenue transactions, the policy for each material type of transaction is generally disclosed. If a sales transaction has multiple element arrangements (for example, delivery of multiple products, services or the rights to use assets) the disclosure may indicate the accounting policy for each unit of accounting as well as how units of accounting are determined and valued. The disclosure may encompass important judgment as to appropriateness of principles related to recognition of revenue. The disclosure also may indicate the entity's treatment of any unearned or deferred revenue that arises from the transaction.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18823-107790
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18726-107790
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 605 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SAB TOPIC 13.B.Q1) -URI http://asc.fasb.org/extlink&oid=27012821&loc=d3e214044-122780
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 13 -Section B -Paragraph Question 1
+ Details
Name: |
us-gaap_RevenueRecognitionPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for its capital stock transactions, including dividends and accumulated other comprehensive income.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18726-107790
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21459-112644
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=51655414&loc=d3e18780-107790
+ Details
Name: |
us-gaap_StockholdersEquityPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=51801978&loc=d3e6061-108592
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 9 -URI http://asc.fasb.org/extlink&oid=51801978&loc=d3e6143-108592
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=51801978&loc=d3e6132-108592
+ Details
Name: |
us-gaap_UseOfEstimates |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for going concern.
+ References
+ Details
Name: |
vteq_GoingConcernPolicyTextBlock |
Namespace Prefix: |
vteq_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Organization, Basis of Presentation and Summary of Selected Significant Accounting Policies (Tables)
|
6 Months Ended |
Jun. 30, 2015 |
Organization, Basis of Presentation and Summary of Selected Significant Accounting Policies [Abstract] |
|
Summary of securities excluded in the computation of dilutive loss per share |
| | 2015 | | | 2014 | | Stock options | | | - | | | | - | | Warrants | | | 4,704,464 | | | | 1 | | Shares issuable upon conversion of preferred stock | | | 1,841,000 | | | | - | | Shares issuable upon conversion of convertible notes payable | | | 7,345,527 | | | | 1 | | | | | 13,890,991 | | | | 2 | |
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) in the future that were not included in the computation of diluted EPS because to do so would increase EPS amounts or decrease loss per share amounts for the period presented, by antidilutive securities.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257
+ Details
Name: |
us-gaap_ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Intangible Assets (Tables)
|
6 Months Ended |
Jun. 30, 2015 |
Intangible Assets [Abstract] |
|
Summary of intangible assets |
| | June 30, 2015 | | | December 31, 2014 | | | | Gross Carrying | | | Accumulated | | | | | | Gross Carrying | | | Accumulated | | | | | ($000's) | | Amount | | | Amortization | | | Total | | | Amount | | | Amortization | | | Total | | | | | | | | | | | | | | | | | | | | | Proprietary Technology | | $ | 1,372 | | | $ | (372 | ) | | $ | 1,000 | | | $ | 1,500 | | | $ | (318 | ) | | $ | 1,182 | | Customer relationship | | | 248 | | | | (248 | ) | | | - | | | | 500 | | | | (212 | ) | | | 288 | | | | $ | 1,620 | | | $ | (620 | ) | | $ | 1,000 | | | $ | 2,000 | | | $ | (530 | ) | | $ | 1,470 | |
|
X |
- References
+ Details
Name: |
us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of goodwill and intangible assets, which may be broken down by segment or major class.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=35741047&loc=d3e13816-109267
+ Details
Name: |
us-gaap_ScheduleOfIntangibleAssetsAndGoodwillTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Accrued Expenses (Tables)
|
6 Months Ended |
Jun. 30, 2015 |
Accrued Expenses [Abstract] |
|
Summary of significant components of accrued expenses |
| | June 30, 2015 | | | December 31, 2014 | | | | (in thousands) | | Accrued payroll and payroll related (including $842 and $1,060 to related parties) | | $ | 1,202 | | | $ | 1,204 | | Accrued legal | | | 488 | | | | 477 | | Accrued other expenses (including $106 and $111 to related parties) | | | 945 | | | | 830 | | Total accrued expenses | | $ | 2,635 | | | $ | 2,511 | |
|
X |
- References
+ Details
Name: |
us-gaap_PayablesAndAccrualsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of the components of accrued liabilities.
+ References
+ Details
Name: |
us-gaap_ScheduleOfAccruedLiabilitiesTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Notes Payable (Tables)
|
6 Months Ended |
Jun. 30, 2015 |
Notes Payable and Subordinated Debt Reported at Fair Value [Abstract] |
|
Schedule of notes payable |
| | June 30, 2015 | | | December 31, 2014 | | | | (in thousands) | | Convertible notes payable with a bifurcated conversion option | | | 3,039 | | | | 2,943 | | Related party and Officer notes | | | 1,066 | | | | 169 | | Other notes payable | | | 176 | | | | 185 | | Discount on notes payable | | | (453 | ) | | | (531 | ) | | | | 3,828 | | | | 2,766 | | Less current portion | | | (3,828 | ) | | | (2,480 | ) | Non-current notes payable | | | - | | | | 286 | |
|
X |
- References
+ Details
Name: |
us-gaap_DebtDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of information pertaining to short-term and long-debt instruments or arrangements, including but not limited to identification of terms, features, collateral requirements and other information necessary to a fair presentation.
+ References
+ Details
Name: |
us-gaap_ScheduleOfDebtTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Financial Instruments and Fair Value Measurements (Tables)
|
6 Months Ended |
Jun. 30, 2015 |
Financial Instruments and Fair Value Measurements [Abstract] |
|
Schedule of financial assets and liabilities measured at fair value |
| | June 30, 2015 | | | December 31, 2014 | | | | Level 1 | | | Level 2 | | | Level 3 | | | Level 1 | | | Level 2 | | | Level 3 | | | | | | | | | | | | | | | | | | | | | Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | SNC Note | | $ | — | | | $ | — | | | $ | 317 | | | $ | — | | | $ | — | | | $ | 316 | | Bifurcated option in convertible notes | | $ | — | | | $ | — | | | $ | 2,286 | | | $ | — | | | $ | — | | | $ | 930 | | Warrant liabilities | | $ | — | | | $ | — | | | $ | 2,062 | | | $ | — | | | $ | — | | | $ | 534 | |
|
Summary of activity of Level 3 liabilities |
| | SNC Note | | | Bifurcated embedded option in convertible notes | | | Warrant liabilities | | Balance at December 31, 2014 | | $ | 316 | | | $ | 930 | | | $ | 534 | | Issuance of additional debt | | | | | | | 386 | | | | | | Conversion of notes and exercise of warrants into shares of common stock | | | | | | | (152 | ) | | | (11 | ) | Losses (gains) included in net loss | | | 1 | | | | 1,122 | | | | 1,539 | | Balance at June 30, 2015 | | $ | 317 | | | $ | 2,286 | | | $ | 2,062 | |
|
X |
- DefinitionTabular disclosure of the fair value of financial instruments, including financial assets and financial liabilities, and the measurements of those instruments, assets, and liabilities.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 12 -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13476-108611
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=36462937&loc=d3e19207-110258
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 11 -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13467-108611
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 45 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6447952&loc=d3e13220-108610
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 30 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=6957238&loc=d3e14172-108612
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 10 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13433-108611
+ Details
Name: |
us-gaap_FairValueByBalanceSheetGroupingTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of the fair value measurement of liabilities using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and gains or losses recognized in other comprehensive income (loss) and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs) by class of liability.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=36462937&loc=d3e19279-110258
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=36462937&loc=d3e19207-110258
+ Details
Name: |
us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_InvestmentsAllOtherInvestmentsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Supplemental Disclosure of Cash Flow Information (Tables)
|
6 Months Ended |
Jun. 30, 2015 |
Supplemental Disclosure of Cash Flow Information [Abstract] |
|
Schedule of supplemental cash flow information |
| | 2015 | | | 2014 | | Supplemental disclosure of cash flow information: | | | | | | | Cash paid for interest | | | - | | | | - | | Cash paid for income taxes | | | - | | | | - | | Supplemental schedule of non-cash investing and financing activities: | | | | | | | | | Notes payable and accrued liabilities converted into common stock | | | 669 | | | | 396 | | Accrued liabilities satisfied through the issuance of convertible promissory notes to related parties | | | 914 | | | | - | | Issuance of a warrant in connection with a promissory note | | | | | | | 66 | | Cashless exercises of common stock warrants | | | 11 | | | | 6,990 | | Reclassification of derivative liability to equity upon conversion of notes payable | | | 152 | | | | - | | Discounts recorded for embedded conversion option liabilities of convertible notes | | | 386 | | | | - | |
|
X |
- DefinitionTabular disclosure of supplemental cash flow information for the periods presented.
+ References
+ Details
Name: |
us-gaap_ScheduleOfCashFlowSupplementalDisclosuresTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
nonnum:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_SupplementalCashFlowElementsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Organization, Basis of Presentation and Summary of Selected Significant Accounting Policies (Details) - shares
|
6 Months Ended |
Jun. 30, 2015 |
Jun. 30, 2014 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
Antidilutive securities excluded computation of dilutive loss per share |
13,890,991
|
2
|
Shares issuable upon conversion of convertible notes payable [Member] |
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
Antidilutive securities excluded computation of dilutive loss per share |
7,345,527
|
1
|
Shares issuable upon conversion of preferred stock [Member] |
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
Antidilutive securities excluded computation of dilutive loss per share |
1,841,000
|
|
Stock options [Member] |
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
Antidilutive securities excluded computation of dilutive loss per share |
|
|
Warrants [Member] |
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
Antidilutive securities excluded computation of dilutive loss per share |
4,704,464
|
1
|
X |
- DefinitionSecurities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Antidilution -URI http://asc.fasb.org/extlink&oid=6505113
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Diluted Earnings Per Share -URI http://asc.fasb.org/extlink&oid=6510752
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Contingent Stock Agreement -URI http://asc.fasb.org/extlink&oid=6508534
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257
+ Details
Name: |
us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=us-gaap_ConvertibleNotesPayableMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_ConvertiblePreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis=us-gaap_EmployeeStockOptionMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis=us-gaap_WarrantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
Organization, Basis of Presentation and Summary of Selected Significant Accounting Policies (Details Textual) - USD ($)
|
|
1 Months Ended |
3 Months Ended |
6 Months Ended |
|
|
Nov. 04, 2015 |
Oct. 19, 2015 |
Jul. 29, 2015 |
Dec. 18, 2014 |
Jun. 30, 2015 |
Jun. 30, 2014 |
Jun. 30, 2015 |
Jun. 30, 2014 |
Feb. 11, 2015 |
Dec. 31, 2014 |
Organization, Basis Of Presentation And Summary Of Selected Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
|
|
|
Working capital deficit |
|
|
|
|
$ 10,200,000
|
|
$ 10,200,000
|
|
|
|
Accumulated deficit |
|
|
|
|
$ (29,343,000)
|
|
$ (29,343,000)
|
|
|
$ (23,734,000)
|
Common stock, par value |
|
|
|
|
$ 0.00001
|
|
$ 0.00001
|
|
|
$ 0.00001
|
Depreciation expense |
|
|
|
|
$ 2,000
|
|
$ 4,000
|
|
|
|
Depreciation, Description |
|
|
|
|
|
Less than $1,000.
|
|
Less than $1,000.
|
|
|
Impairment charges |
|
|
|
|
400,000
|
$ 0
|
400,000
|
$ 0
|
|
|
Unrecognized tax benefits |
|
|
|
|
$ 0
|
|
0
|
|
|
$ 0
|
Sale of convertible promissory notes |
|
|
|
|
|
|
$ 800,000
|
|
|
|
Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
Organization, Basis Of Presentation And Summary Of Selected Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
|
|
|
Repayment of debt |
|
$ 2,100,000
|
|
|
|
|
|
|
|
|
Sale of assets |
$ 1,000,000
|
|
|
|
|
|
|
|
|
|
Reverse Stock Split [Member] |
|
|
|
|
|
|
|
|
|
|
Organization, Basis Of Presentation And Summary Of Selected Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
|
|
|
Reverse stock split of common stock |
|
|
|
1 for 1,000
|
|
|
|
|
|
|
Common stock, par value |
|
|
|
|
|
|
|
|
$ 0.00001
|
|
Reverse Stock Split [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
Organization, Basis Of Presentation And Summary Of Selected Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
|
|
|
Reverse stock split of common stock |
|
|
|
(i) reduce the par value of the Company's common stock from $0.01 per share to $0.00001 per share; and (ii) increase the number of shares of common stock that the Company is authorized to issue from 500 million to 10 billion.
|
|
|
|
|
|
|
Reverse Stock Split [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
Organization, Basis Of Presentation And Summary Of Selected Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
|
|
|
Reverse stock split of common stock |
|
|
1-for-10,000
|
|
|
|
|
|
|
|
Number of shares issued and outstanding |
|
|
10,000
|
|
|
|
|
|
|
|
Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
Organization, Basis Of Presentation And Summary Of Selected Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
|
|
|
Property and equipment stimated useful life |
|
|
|
|
|
|
3 years
|
|
|
|
Intangible assets expected economic lives |
|
|
|
|
|
|
7 years
|
|
|
|
Minimum [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
Organization, Basis Of Presentation And Summary Of Selected Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
|
|
|
Number of shares issued and outstanding |
|
|
446,000
|
|
|
|
|
|
|
|
Minimum [Member] | Reverse Stock Split [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
Organization, Basis Of Presentation And Summary Of Selected Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
|
|
|
Common stock shares authorized prior to amendment |
|
|
10,000,000,000
|
|
|
|
|
|
|
|
Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
Organization, Basis Of Presentation And Summary Of Selected Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
|
|
|
Property and equipment stimated useful life |
|
|
|
|
|
|
10 years
|
|
|
|
Intangible assets expected economic lives |
|
|
|
|
|
|
14 years
|
|
|
|
Maximum [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
Organization, Basis Of Presentation And Summary Of Selected Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
|
|
|
Number of shares issued and outstanding |
|
|
4,400,000,000
|
|
|
|
|
|
|
|
Maximum [Member] | Reverse Stock Split [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
Organization, Basis Of Presentation And Summary Of Selected Significant Accounting Policies [Line Items] |
|
|
|
|
|
|
|
|
|
|
Common stock shares authorized prior to amendment |
|
|
100,000,000,000
|
|
|
|
|
|
|
|
X |
- DefinitionFace amount or stated value per share of common stock.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_Depreciation |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionUseful life of finite-lived intangible assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
+ References
+ Details
Name: |
us-gaap_FiniteLivedIntangibleAssetUsefulLife |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount of impairment loss recognized in the period resulting from the write-down of the carrying amount of a finite-lived intangible asset to fair value.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 3 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16373-109275
+ Details
Name: |
us-gaap_ImpairmentOfIntangibleAssetsFinitelived |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from the sale of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 12 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3179-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Investing Activities -URI http://asc.fasb.org/extlink&oid=6516133
+ Details
Name: |
us-gaap_ProceedsFromSaleOfPropertyPlantAndEquipment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionDescription of the methodology for computing depreciation for classes of depreciable assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (d) -URI http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentDepreciationMethods |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionUseful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment.
+ References
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentUsefulLife |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow to repay long-term debt that is wholly or partially secured by collateral. Excludes repayments of tax exempt secured debt.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 15 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3291-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Financing Activities -URI http://asc.fasb.org/extlink&oid=6513228
+ Details
Name: |
us-gaap_RepaymentsOfSecuredDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cumulative amount of the reporting entity's undistributed earnings or deficit.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.31(a)(3)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Article 3
+ Details
Name: |
us-gaap_RetainedEarningsAccumulatedDeficit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionDescription of the reverse stock split arrangement. Also provide the retroactive effect given by the reverse split that occurs after the balance sheet date but before the release of financial statements.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 4 -Subparagraph (SAB TOPIC 4.C) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187143-122770
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section C
+ Details
Name: |
us-gaap_StockholdersEquityReverseStockSplit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of unrecognized tax benefits pertaining to uncertain tax positions taken in tax returns.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 15A -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=6907707&loc=SL6600010-109319
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Unrecognized Tax Benefit -URI http://asc.fasb.org/extlink&oid=6527854
+ Details
Name: |
us-gaap_UnrecognizedTaxBenefits |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCommon Stock issued outstanding.
+ References
+ Details
Name: |
vteq_CommonStockIssuedAndOutstanding |
Namespace Prefix: |
vteq_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionCommon stock shares authorized prior to amendment.
+ References
+ Details
Name: |
vteq_CommonStockSharesAuthorizedPriorToAmendment |
Namespace Prefix: |
vteq_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
vteq_OrganizationBasisofPresentationandSummaryofSelectedSignificantAccountingPoliciesLineItems |
Namespace Prefix: |
vteq_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from the issuance of promissory note.
+ References
+ Details
Name: |
vteq_ProceedsFromSalesConvertiblePromissoryNote |
Namespace Prefix: |
vteq_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionRepresents the net amount of assets and liabilities that are expected to be consumed and settled, respectively, within one year (or the normal operating cycle, if longer).
+ References
+ Details
Name: |
vteq_WorkingCapitalDeficit |
Namespace Prefix: |
vteq_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_SubsequentEventTypeAxis=us-gaap_SubsequentEventMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_NonmonetaryTransactionTypeAxis=vteq_ReverseStockSplitMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_CommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_RangeAxis=us-gaap_MinimumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_RangeAxis=us-gaap_MaximumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
Intangible Assets (Details) - USD ($) $ in Thousands |
Jun. 30, 2015 |
Dec. 31, 2014 |
Intangible Assets and Other Assets [Line Items] |
|
|
Gross Carrying Amount |
$ 1,000
|
$ 1,182
|
Accumulated Amortization |
|
288
|
Total |
$ 1,000
|
1,470
|
Proprietary Technology [Member] |
|
|
Intangible Assets and Other Assets [Line Items] |
|
|
Gross Carrying Amount |
1,372
|
1,500
|
Accumulated Amortization |
248
|
500
|
Total |
1,620
|
2,000
|
Customer relationships [Member] |
|
|
Intangible Assets and Other Assets [Line Items] |
|
|
Gross Carrying Amount |
(372)
|
(318)
|
Accumulated Amortization |
(248)
|
(212)
|
Total |
$ (620)
|
$ (530)
|
X |
- DefinitionAccumulated amount of amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 2 -Subparagraph (a)(1) -URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16323-109275
+ Details
Name: |
us-gaap_FiniteLivedIntangibleAssetsAccumulatedAmortization |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount before amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 2 -Subparagraph (a)(1) -URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16323-109275
+ Details
Name: |
us-gaap_FiniteLivedIntangibleAssetsGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount after amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 2 -Subparagraph (a)(1) -URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16323-109275
+ Details
Name: |
us-gaap_FiniteLivedIntangibleAssetsNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
vteq_IntangibleAssetsandOtherAssetsLineItems |
Namespace Prefix: |
vteq_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis=us-gaap_TechnologyBasedIntangibleAssetsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis=us-gaap_CustomerRelationshipsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
Intangible Assets (Details Textual) - USD ($)
|
3 Months Ended |
6 Months Ended |
Jun. 30, 2015 |
Jun. 30, 2014 |
Jun. 30, 2015 |
Jun. 30, 2014 |
Intangible Assets (Textual) |
|
|
|
|
Impaired proprietary technology fair value |
|
|
$ 1,000,000
|
|
Impairment charges write down fair values |
|
|
400,000
|
|
Amortization of intangible assets |
$ 44,000
|
$ 100,000
|
$ 100,000
|
$ 300,000
|
X |
- DefinitionThe aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 45 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6388964&loc=d3e16225-109274
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 2 -Subparagraph (a)(2) -URI http://asc.fasb.org/extlink&oid=26713463&loc=d3e16323-109275
+ Details
Name: |
us-gaap_AmortizationOfIntangibleAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe charge against earnings resulting from the write down of long lived assets other than goodwill due to the difference between the carrying value and lower fair value.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=51719941&loc=d3e2921-110230
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_OtherAssetImpairmentCharges |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionImpaired proprietary technology fair value.
+ References
+ Details
Name: |
vteq_ImpairedProprietaryTechnologyFairValue |
Namespace Prefix: |
vteq_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionIntangible assets textual
+ References
+ Details
Name: |
vteq_IntangibleAssetsTextualAbstract |
Namespace Prefix: |
vteq_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
X |
- DefinitionCarrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_AccruedLiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of obligations incurred through that date and payable for professional fees, such as for legal and accounting services received. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6911-107765
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Current Liabilities -URI http://asc.fasb.org/extlink&oid=6509677
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6935-107765
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_AccruedProfessionalFeesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of the obligations incurred through that date and payable for employees' services provided. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6911-107765
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6935-107765
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Current Liabilities -URI http://asc.fasb.org/extlink&oid=6509677
+ Details
Name: |
us-gaap_AccruedSalariesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of obligations incurred through that date and payable arising from transactions not otherwise specified in the taxonomy. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 9 -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e7018-107765
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Current Liabilities -URI http://asc.fasb.org/extlink&oid=6509677
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6911-107765
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section 45 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6935-107765
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_OtherAccruedLiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_PayablesAndAccrualsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.3.1.900
Accrued Expenses (Details Textual) - USD ($)
|
Jun. 30, 2015 |
Dec. 31, 2014 |
Accrued Expenses (Textual) |
|
|
Due to related parties |
$ 1,065,695
|
|
Accrued payroll and payroll related to related parties |
842,000
|
$ 1,060,000
|
Accrued other expenses to related parties |
106,000
|
$ 111,000
|
Officer Notes [Member] |
|
|
Accrued Expenses (Textual) |
|
|
Due to related parties |
913,519
|
|
Silverman [Member] | Officer Notes [Member] |
|
|
Accrued Expenses (Textual) |
|
|
Due to related parties |
194,010
|
|
Geissler [Member] | Officer Notes [Member] |
|
|
Accrued Expenses (Textual) |
|
|
Due to related parties |
285,000
|
|
Krawitz [Member] | Officer Notes [Member] |
|
|
Accrued Expenses (Textual) |
|
|
Due to related parties |
384,509
|
|
Executive Officer [Member] |
|
|
Accrued Expenses (Textual) |
|
|
Due to related parties |
914,000
|
|
Other Executive Officer [Member] | Officer Notes [Member] |
|
|
Accrued Expenses (Textual) |
|
|
Due to related parties |
$ 50,000
|
|
X |
- References
+ Details
Name: |
vteq_AccruedExpensesTextualAbstract |
Namespace Prefix: |
vteq_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=vteq_OfficerNotesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
X |
- DefinitionIncluding the current and noncurrent portions, carrying value as of the balance sheet date of a written promise to pay a note, initially due after one year or beyond the operating cycle if longer, which can be exchanged for a specified amount of one or more securities (typically common stock), at the option of the issuer or the holder.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.16) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.16(a)) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 20, 22 -Article 5
+ Details
Name: |
us-gaap_ConvertibleNotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_DebtDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount of debt discount that was originally recognized at the issuance of the instrument that has yet to be amortized.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 1A -URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28541-108399
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 55 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=34725769&loc=d3e28878-108400
+ Details
Name: |
us-gaap_DebtInstrumentUnamortizedDiscount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of notes payable (with maturities initially due after one year or beyond the operating cycle if longer), excluding current portion.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_LongTermNotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionIncluding the current and noncurrent portions, aggregate carrying amount of all types of notes payable, as of the balance sheet date, with initial maturities beyond one year or beyond the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.16) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.16) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 13, 16 -Article 9
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20, 22 -Article 5
+ Details
Name: |
us-gaap_NotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying values as of the balance sheet date of the portions of long-term notes payable due within one year or the operating cycle if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_NotesPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionIncluding the current and noncurrent portions, the carrying value of notes payable which were initially due after one year or beyond the normal operating cycle, if longer, and which are not otherwise defined in the taxonomy.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.16) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.16(a)) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 20, 22 -Article 5
+ Details
Name: |
us-gaap_OtherNotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.3.1.900
Notes Payable (Details Textual)
|
|
|
3 Months Ended |
6 Months Ended |
|
|
|
|
|
|
Nov. 04, 2015
USD ($)
|
Feb. 27, 2015
Tradingdays
$ / shares
|
Jun. 30, 2015
USD ($)
$ / shares
shares
|
Jun. 30, 2014
USD ($)
|
Dec. 30, 2015
USD ($)
shares
|
Jun. 30, 2015
USD ($)
$ / shares
shares
|
Jun. 30, 2014
USD ($)
|
Oct. 19, 2015
USD ($)
|
Aug. 31, 2015
USD ($)
|
Jan. 23, 2015
USD ($)
|
Dec. 31, 2014
USD ($)
$ / shares
|
May. 01, 2014
USD ($)
|
Apr. 16, 2014
USD ($)
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible notes payable with a bifurcated conversion option |
|
|
$ 3,039,000
|
|
|
$ 3,039,000
|
|
|
|
|
$ 2,943,000
|
|
|
Notes payable |
|
|
3,828,000
|
|
|
3,828,000
|
|
|
|
|
2,766,000
|
|
|
Related party notes outstanding |
|
|
1,065,695
|
|
|
$ 1,065,695
|
|
|
|
|
|
|
|
Conversion of stock, shares converted | shares |
|
|
|
|
|
7,345,527
|
|
|
|
|
|
|
|
Amortization of debt discount and deferred financing fees |
|
|
|
|
|
$ 561,000
|
$ 1,568,000
|
|
|
|
|
|
|
Other notes payable past due |
|
|
176,000
|
|
|
176,000
|
|
|
|
|
185,000
|
|
|
Interest expense |
|
|
356,000
|
$ 1,131,000
|
|
690,000
|
$ 1,592,000
|
|
|
|
|
|
|
Notes payable due related parties |
|
|
37,924
|
|
|
37,924
|
|
|
|
|
|
|
|
Accrued interest |
|
|
1,483
|
|
|
$ 1,483
|
|
|
|
|
|
|
|
Conversion of stock into shares of common stock | shares |
|
|
|
|
|
26,720
|
|
|
|
|
|
|
|
Additional paid-in capital |
|
|
$ 15,852,000
|
|
|
$ 15,852,000
|
|
|
|
|
15,000,000
|
|
|
Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible notes payable |
|
|
|
|
$ 96,955
|
|
|
|
$ 1,000,000
|
|
|
|
|
Converted debt shares issued | shares |
|
|
|
|
179,339
|
|
|
|
|
|
|
|
|
Ned Siegel [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate |
|
60.00%
|
|
|
|
|
|
|
|
|
|
9.00%
|
9.00%
|
Convertible note principal amount |
|
|
|
|
|
|
|
|
|
|
|
$ 20,000
|
$ 30,000
|
Numner of trading days conversion of common stock | Tradingdays |
|
10
|
|
|
|
|
|
|
|
|
|
|
|
Debt maturity date |
|
Mar. 01, 2016
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument conversion price | $ / shares |
|
$ 350
|
|
|
|
|
|
|
|
|
|
|
|
PositiveID Corporation [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible notes payable |
|
|
|
|
|
|
|
|
|
|
115,000
|
|
|
Converted debt shares issued | shares |
|
|
|
|
|
10
|
|
|
|
|
|
|
|
Convertible note principal amount |
|
|
|
|
|
|
|
|
|
|
$ 70,625
|
|
|
Debt instrument conversion price | $ / shares |
|
|
|
|
|
|
|
|
|
|
$ 350
|
|
|
Debt instrument percent of lowest trade price |
|
|
|
|
|
|
|
|
|
|
60.00%
|
|
|
Silverman [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate |
|
|
|
|
|
|
|
|
|
5.00%
|
|
|
|
Convertible note principal amount |
|
|
|
|
|
|
|
|
|
$ 45,000
|
|
|
|
Short-term received in advances |
|
|
|
|
|
$ 21,100
|
|
|
|
|
|
|
|
Senior Lender [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from the issuance of convertible debt |
$ 1,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of Principal Debt to Stock [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt conversion amount |
|
|
|
|
$ 20,676
|
|
|
|
|
|
|
|
|
Conversion of Principal Debt to Stock [Member] | Accredited Investors [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt conversion amount |
|
|
|
|
|
9,400
|
|
|
|
|
|
|
|
Conversion of Accrued Interest to Stock [Member] | Accredited Investors [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt conversion amount |
|
|
|
|
|
$ 1,537
|
|
|
|
|
|
|
|
Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate |
|
|
18.00%
|
|
|
18.00%
|
|
|
|
|
|
|
|
Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate |
|
|
22.00%
|
|
|
22.00%
|
|
|
|
|
|
|
|
Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of common stock by warrant issued | shares |
|
|
50
|
|
|
50
|
|
|
|
|
|
|
|
Exercise price | $ / shares |
|
|
$ 210
|
|
|
$ 210
|
|
|
|
|
|
|
|
Warrant term |
|
|
|
|
|
3 years
|
|
|
|
|
|
|
|
Bifurcated Conversion Option [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible notes payable |
|
|
$ 711,550
|
|
|
$ 711,550
|
|
|
|
|
|
|
|
Proceeds from the issuance of convertible debt |
|
|
|
|
|
$ 653,598
|
|
|
|
|
|
|
|
Term of convertible note |
|
|
|
|
|
1 year
|
|
|
|
|
|
|
|
Conversion of common stock description |
|
|
|
|
|
Company's common stock based on the low end of the trading range of the common stock during the 10 to 30 days prior to conversion.
|
|
|
|
|
|
|
|
Repayments of notes payable |
|
|
|
|
|
$ 9,375
|
|
|
|
|
|
|
|
Additional paid-in capital |
|
|
$ 152,000
|
|
|
152,000
|
|
|
|
|
|
|
|
Amount failure to repayment of convertible notes |
|
|
|
|
|
$ 1,600,000
|
|
|
|
|
|
|
|
Bifurcated Conversion Option [Member] | Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate |
|
|
1.00%
|
|
|
1.00%
|
|
|
|
|
|
|
|
Conversion rate |
|
|
|
|
|
57.00%
|
|
|
|
|
|
|
|
Bifurcated Conversion Option [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate |
|
|
12.00%
|
|
|
12.00%
|
|
|
|
|
|
|
|
Conversion rate |
|
|
|
|
|
61.00%
|
|
|
|
|
|
|
|
Previous Convertible Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt conversion amount |
|
|
|
|
|
$ 28,800
|
|
|
|
|
|
|
|
Converted debt shares issued | shares |
|
|
|
|
|
281,908
|
|
|
|
|
|
|
|
Convertible note principal amount |
|
|
$ 576,797
|
|
|
$ 576,797
|
|
|
|
|
|
|
|
Accrued interest |
|
|
$ 10,375
|
|
|
$ 10,375
|
|
|
|
|
|
|
|
Officer Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate |
|
|
5.00%
|
|
|
5.00%
|
|
|
|
|
|
|
|
Related party notes outstanding |
|
|
$ 913,519
|
|
|
$ 913,519
|
|
|
|
|
|
|
|
Officer Notes [Member] | Silverman [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Related party notes outstanding |
|
|
194,010
|
|
|
194,010
|
|
|
|
|
|
|
|
Officer Notes [Member] | Geissler [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Related party notes outstanding |
|
|
285,000
|
|
|
285,000
|
|
|
|
|
|
|
|
Debt instrument, settlement of prior debt included in face amount |
|
|
34,000
|
|
|
34,000
|
|
|
|
|
|
|
|
Officer Notes [Member] | Krawitz [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Related party notes outstanding |
|
|
384,509
|
|
|
384,509
|
|
|
|
|
|
|
|
Debt instrument, settlement of prior debt included in face amount |
|
|
$ 60,000
|
|
|
$ 60,000
|
|
|
|
|
|
|
|
Senior Convertible Notes With First Priority Security Interests [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible notes payable |
|
|
|
|
|
|
|
$ 2,200,000
|
|
|
|
|
|
X |
- DefinitionValue received from shareholders in common stock-related transactions that are in excess of par value or stated value and amounts received from other stock-related transactions. Includes only common stock transactions (excludes preferred stock transactions). May be called contributed capital, capital in excess of par, capital surplus, or paid-in capital.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.30(a)(1)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 31 -Article 5
+ Details
Name: |
us-gaap_AdditionalPaidInCapitalCommonStock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionExercise price per share or per unit of warrants or rights outstanding.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(i)(4)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690
+ Details
Name: |
us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(i)(2)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690
+ Details
Name: |
us-gaap_ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionA unique description of a noncash or part noncash stock conversion. The description would be expected to include sufficient information to provide an understanding of the nature and purpose of the conversion. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4313-108586
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4304-108586
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4332-108586
+ Details
Name: |
us-gaap_ConversionOfStockDescription |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe number of shares converted in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4332-108586
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4304-108586
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4313-108586
+ Details
Name: |
us-gaap_ConversionOfStockSharesConverted1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe number of new shares issued in the conversion of stock in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4313-108586
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4332-108586
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4304-108586
+ Details
Name: |
us-gaap_ConversionOfStockSharesIssued1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIncluding the current and noncurrent portions, carrying value as of the balance sheet date of a written promise to pay a note, initially due after one year or beyond the operating cycle if longer, which can be exchanged for a specified amount of one or more securities (typically common stock), at the option of the issuer or the holder.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.16) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.16(a)) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 20, 22 -Article 5
+ Details
Name: |
us-gaap_ConvertibleNotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of the portion of long-term debt due within one year or the operating cycle if longer identified as Convertible Notes Payable. Convertible Notes Payable is a written promise to pay a note which can be exchanged for a specified amount of another, related security, at the option of the issuer and the holder.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_ConvertibleNotesPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe number of shares issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or payments in the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4332-108586
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4304-108586
+ Details
Name: |
us-gaap_DebtConversionConvertedInstrumentSharesIssued1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount of the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4304-108586
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4332-108586
+ Details
Name: |
us-gaap_DebtConversionOriginalDebtAmount1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe price per share of the conversion feature embedded in the debt instrument.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=6928298&loc=SL6031898-161870
+ Details
Name: |
us-gaap_DebtInstrumentConvertibleConversionPrice1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThreshold number of specified trading days that common stock price to conversion price of convertible debt instruments must exceed threshold percentage within a specified consecutive trading period to trigger conversion feature.
+ References
+ Details
Name: |
us-gaap_DebtInstrumentConvertibleThresholdTradingDays |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:integerItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFace (par) amount of debt instrument at time of issuance.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 55 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=34725769&loc=d3e28878-108400
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28551-108399
+ Details
Name: |
us-gaap_DebtInstrumentFaceAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionContractual interest rate for funds borrowed, under the debt agreement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22(a)(1)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_DebtInstrumentInterestRateStatedPercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDate when the debt instrument is scheduled to be fully repaid, in CCYY-MM-DD format.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22(a)(2)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_DebtInstrumentMaturityDate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPeriod of time between issuance and maturity of debt instrument, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
+ References
+ Details
Name: |
us-gaap_DebtInstrumentTerm |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of the cost of borrowed funds accounted for as interest expense.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6450988&loc=d3e26243-108391
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04.9) -URI http://asc.fasb.org/extlink&oid=6879574&loc=d3e536633-122882
+ Details
Name: |
us-gaap_InterestExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of interest payable on debt, including, but not limited to, trade payables.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.15(5)) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.15(a)) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
+ Details
Name: |
us-gaap_InterestPayableCurrentAndNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionIncluding the current and noncurrent portions, aggregate carrying amount of all types of notes payable, as of the balance sheet date, with initial maturities beyond one year or beyond the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.16) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.16) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 03 -Paragraph 13, 16 -Article 9
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20, 22 -Article 5
+ Details
Name: |
us-gaap_NotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionOther expenses or losses included in net income that result in no cash outflows or inflows in the period and are not separately disclosed.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_OtherNoncashExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionIncluding the current and noncurrent portions, the carrying value of notes payable which were initially due after one year or beyond the normal operating cycle, if longer, and which are not otherwise defined in the taxonomy.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.16) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.16(a)) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 20, 22 -Article 5
+ Details
Name: |
us-gaap_OtherNotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe cash inflow from the issuance of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Financing Activities -URI http://asc.fasb.org/extlink&oid=6513228
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 14 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3255-108585
+ Details
Name: |
us-gaap_ProceedsFromConvertibleDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from a borrowing having initial term of repayment within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 14 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3255-108585
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Financing Activities -URI http://asc.fasb.org/extlink&oid=6513228
+ Details
Name: |
us-gaap_ProceedsFromShortTermDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow for a borrowing supported by a written promise to pay an obligation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Financing Activities -URI http://asc.fasb.org/extlink&oid=6513228
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 15 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3291-108585
+ Details
Name: |
us-gaap_RepaymentsOfNotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount failure to repayment of convertible notes.
+ References
+ Details
Name: |
vteq_AmountFailureToRepaymentOfConvertibleNotes |
Namespace Prefix: |
vteq_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe conversion price based on the percent of the lowest trading price.
+ References
+ Details
Name: |
vteq_DebtInstrumentConvertibleConversionPricePercentOfLowestTradePrice |
Namespace Prefix: |
vteq_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe percentage of the market price of common stock in which the debt is converted.
+ References
+ Details
Name: |
vteq_DebtInstrumentConvertibleConversionRate |
Namespace Prefix: |
vteq_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount of prior debt that has been settled by converting the outstanding amount into a new debt instrument.
+ References
+ Details
Name: |
vteq_DebtInstrumentSettlementOfPriorDebtIncludedInFaceAmount |
Namespace Prefix: |
vteq_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
vteq_NotesPayableTextualAbstract |
Namespace Prefix: |
vteq_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe length of time that a warrant is exercisable before becoming expired.
+ References
+ Details
Name: |
vteq_WarrantTerm |
Namespace Prefix: |
vteq_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_SubsequentEventTypeAxis=us-gaap_SubsequentEventMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_CounterpartyNameAxis=vteq_NedSiegelMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_CounterpartyNameAxis=vteq_PositiveIDMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtConversionByUniqueDescriptionAxis=vteq_ConversionOfPrincipalDebtToStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_CounterpartyNameAxis=vteq_AccreditedInvestorsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtConversionByUniqueDescriptionAxis=vteq_ConversionOfAccruedInterestToStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_RangeAxis=us-gaap_MinimumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_RangeAxis=us-gaap_MaximumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_WarrantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=vteq_BifurcatedConversionOptionMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=vteq_PreviousConvertibleNotesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=vteq_OfficerNotesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=vteq_SeniorConvertibleNotesWithFirstPrioritySecurityInterestsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
X |
- DefinitionThe portion of the carrying value of convertible subordinated debt as of the balance sheet date that is scheduled to be repaid after one year or beyond the normal operating cycle if longer. This form of debt can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder, and places a lender in a lien position behind debt having a higher priority of repayment in liquidation of the entity's assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_ConvertibleSubordinatedDebtNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionFace (par) amount of debt instrument at time of issuance.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 55 -Paragraph 8 -URI http://asc.fasb.org/extlink&oid=34725769&loc=d3e28878-108400
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28551-108399
+ Details
Name: |
us-gaap_DebtInstrumentFaceAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
us-gaap_DebtInstrumentLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_TitleOfIndividualAxis=us-gaap_ChiefExecutiveOfficerMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_LongtermDebtTypeAxis=us-gaap_SubordinatedDebtMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
X |
- DefinitionIncluding the current and noncurrent portions, the carrying value of convertible subordinated debt, as of the balance sheet date, initially scheduled to be repaid after one year or beyond the normal operating cycle if longer. This form of debt can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder, and places a lender in a lien position behind debt having a higher priority of repayment in liquidation of the entity's assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03.16) -URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX210.5-02.22)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.16) -URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Article 5 -Subsection 20, 22
+ Details
Name: |
us-gaap_ConvertibleSubordinatedDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionFair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 20 -Section 55 -Paragraph 10 -URI http://asc.fasb.org/extlink&oid=51825145&loc=SL20226008-175313
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 15 -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13495-108611
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 20 -Section 50 -Paragraph 3 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=51824906&loc=SL20225862-175312
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 10 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13433-108611
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 45 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6945355&loc=d3e41271-113958
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 45 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6945355&loc=d3e41228-113958
+ Details
Name: |
us-gaap_DerivativeLiabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_LiabilitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_FinancialInstrumentAxis=vteq_BifurcatedOptionInConvertibleNotesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_FinancialInstrumentAxis=us-gaap_WarrantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
Financial Instruments and Fair Value Measurements (Details 1) - Fair Value, Inputs, Level 3 [Member] $ in Thousands |
6 Months Ended |
Jun. 30, 2015
USD ($)
|
SNC Note [Member] |
|
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] |
|
Balance |
$ 316
|
Losses (gains) included in net loss |
1
|
Balance |
317
|
Bifurcated option in convertible notes [Member] |
|
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] |
|
Balance |
930
|
Issuance of additional debt |
386
|
Conversion of notes and exercise of warrants into shares of common stock |
(152)
|
Losses (gains) included in net loss |
1,122
|
Balance |
2,286
|
Warrant liabilities [Member] |
|
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] |
|
Balance |
534
|
Conversion of notes and exercise of warrants into shares of common stock |
(11)
|
Losses (gains) included in net loss |
1,539
|
Balance |
$ 2,062
|
X |
- DefinitionThe amount of the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4304-108586
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4332-108586
+ Details
Name: |
us-gaap_DebtConversionOriginalDebtAmount1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionFair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 20 -Section 55 -Paragraph 10 -URI http://asc.fasb.org/extlink&oid=51825145&loc=SL20226008-175313
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 15 -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13495-108611
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 20 -Section 50 -Paragraph 3 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=51824906&loc=SL20225862-175312
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 10 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=49121117&loc=d3e13433-108611
Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 45 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6945355&loc=d3e41271-113958
Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 45 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6945355&loc=d3e41228-113958
+ Details
Name: |
us-gaap_DerivativeLiabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
us-gaap_FairValueBalanceSheetGroupingFinancialStatementCaptionsLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the period in the net carrying value of derivative instruments reported as assets and liabilities that are due to be disposed of within one year (or the normal operating cycle, if longer).
+ References
+ Details
Name: |
us-gaap_IncreaseDecreaseInDerivativeAssetsAndLiabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_FinancialInstrumentAxis=vteq_SncNoteMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_FinancialInstrumentAxis=vteq_BifurcatedOptionInConvertibleNotesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_FinancialInstrumentAxis=us-gaap_WarrantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
us-gaap_FairValueBalanceSheetGroupingFinancialStatementCaptionsLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe net carrying amount as of the balance sheet date of other indefinite-lived and finite-lived intangible assets that are not separately presented on the statement of financial position.
+ References
+ Details
Name: |
us-gaap_OtherIntangibleAssetsNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
v3.3.1.900
Stockholders' Deficit (Details Textual) - USD ($)
|
|
|
|
|
3 Months Ended |
6 Months Ended |
|
May. 12, 2015 |
Apr. 22, 2015 |
Apr. 20, 2015 |
Nov. 13, 2013 |
Jun. 30, 2015 |
Jun. 30, 2014 |
Jun. 30, 2015 |
Jun. 30, 2014 |
Dec. 31, 2014 |
Stockholders' Deficit (Textual) |
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares authorized |
|
|
|
|
5,000,000
|
|
5,000,000
|
|
5,000,000
|
|
Preferred stock, par value |
|
|
|
|
$ 0.01
|
|
$ 0.01
|
|
$ 0.01
|
|
Preferred stock, shares outstanding |
|
|
|
|
0
|
|
0
|
|
0
|
|
Common stock, shares authorized |
|
|
|
|
100,000,000,000
|
|
100,000,000,000
|
|
100,000,000,000
|
|
Common stock, shares issued |
|
|
|
|
446,000
|
|
446,000
|
|
|
[1] |
Common stock, shares, outstanding |
|
|
|
|
446,000
|
|
446,000
|
|
|
[1] |
Share-based compensation arrangement |
|
|
|
5 years
|
|
|
|
|
|
|
Warrants and rights outstanding |
|
|
|
|
$ 2,062,000
|
|
$ 2,062,000
|
|
$ 534,000
|
|
Derivative instruments |
|
|
|
|
|
|
$ (1,122,000)
|
$ 3,628,000
|
|
|
Share-based payment award, options, exercisable, weighted average remaining contractual term |
|
|
|
|
|
|
3 years
|
|
|
|
Fair value of warrant liabilities |
|
|
|
|
|
|
$ 1,539,000
|
2,838,000
|
|
|
Conversion of stock, shares |
|
|
|
|
|
|
7,345,527
|
|
|
|
Director [Member] |
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit (Textual) |
|
|
|
|
|
|
|
|
|
|
Common stock shares sold |
|
|
526
|
|
|
|
|
|
|
|
Purchase price of shares |
|
|
$ 10,000
|
|
|
|
|
|
|
|
Conversion of stock, amount |
$ 32,101
|
|
|
|
|
|
|
|
|
|
Conversion of stock, shares |
10,700
|
|
|
|
|
|
|
|
|
|
Series D Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit (Textual) |
|
|
|
|
|
|
|
|
|
|
Preferred stock, par value |
|
|
|
|
$ 0.01
|
|
$ 0.01
|
|
$ 0.01
|
|
Preferred stock, shares outstanding |
|
|
|
|
1,841
|
|
1,841
|
|
1,841
|
|
Scott Silverman [Member] |
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit (Textual) |
|
|
|
|
|
|
|
|
|
|
Common stock shares sold |
|
666
|
|
|
|
|
|
|
|
|
Purchase price of shares |
|
$ 10,000
|
|
|
|
|
|
|
|
|
Scott Silverman [Member] | Series D Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit (Textual) |
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares outstanding |
|
|
|
|
1,400
|
|
1,400
|
|
|
|
Randolph Geissler [Member] | Series D Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit (Textual) |
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares outstanding |
|
|
|
|
441
|
|
441
|
|
|
|
Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit (Textual) |
|
|
|
|
|
|
|
|
|
|
Exercise price |
|
|
|
|
$ 0.60
|
|
$ 0.60
|
|
|
|
Derivative instruments |
|
|
|
|
$ 1,800,000
|
$ 6,000,000
|
$ 1,500,000
|
2,800,000
|
|
|
Fair value of warrant liabilities |
|
|
|
|
|
|
2,100,000
|
$ 500,000
|
|
|
Aggregate exercise price |
|
|
|
|
|
|
$ 2,822,648
|
|
|
|
Aggregate exercise price shares |
|
|
|
|
|
|
4,704,414
|
|
|
|
November 2013 Warrants (Member) |
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit (Textual) |
|
|
|
|
|
|
|
|
|
|
Class of warrant or right, number of securities |
|
|
|
2,944,444
|
|
|
|
|
|
|
Exercise price |
|
|
|
$ 2.84
|
|
|
|
|
|
|
Common stock shares sold |
|
|
|
|
|
|
125,817
|
|
|
|
Purchase price of shares |
|
|
|
|
|
|
$ 11,000
|
|
|
|
|
|
X |
- DefinitionExercise price per share or per unit of warrants or rights outstanding.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(i)(4)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690
+ Details
Name: |
us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(i)(2)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690
+ Details
Name: |
us-gaap_ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of common shares permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe value of the stock converted in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4313-108586
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4332-108586
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4304-108586
+ Details
Name: |
us-gaap_ConversionOfStockAmountConverted1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe number of shares converted in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4332-108586
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4304-108586
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4313-108586
+ Details
Name: |
us-gaap_ConversionOfStockSharesConverted1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of expense (income) related to adjustment to fair value of warrant liability.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 480 -SubTopic 10 -Section 25 -Paragraph 13 -URI http://asc.fasb.org/extlink&oid=6939902&loc=d3e20148-110875
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_FairValueAdjustmentOfWarrants |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of unrealized (holding) gain (loss) which is included in the statement of income (or changes in net assets) related to those liabilities still held at the reporting date for which fair value is measured on a recurring basis using significant unobservable inputs (Level 3).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (d) -URI http://asc.fasb.org/extlink&oid=36462937&loc=d3e19207-110258
+ Details
Name: |
us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisChangeInUnrealizedGainLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionFace amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29 -Article 5
+ Details
Name: |
us-gaap_PreferredStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29 -Article 5
+ Details
Name: |
us-gaap_PreferredStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.28) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29 -Article 5
+ Details
Name: |
us-gaap_PreferredStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionExpected term of share-based compensation awards, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SAB TOPIC 14.D.2) -URI http://asc.fasb.org/extlink&oid=27013229&loc=d3e301413-122809
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (f)(2)(i) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 14 -Section D -Subsection 2
+ Details
Name: |
us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWeighted average remaining contractual term for vested portions of options outstanding and currently exercisable or convertible, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
+ Details
Name: |
us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of new stock issued during the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29, 30 -Article 5
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesNewIssues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionEquity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29, 30, 31 -Article 5
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueNewIssues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionValue of outstanding derivative securities that permit the holder the right to purchase securities (usually equity) from the issuer at a specified price.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(i)) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690
+ Details
Name: |
us-gaap_WarrantsAndRightsOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionExercise price of the warrant.
+ References
+ Details
Name: |
vteq_AggregateExercisePrice |
Namespace Prefix: |
vteq_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionNumber of stock bought back by the entity at the exercise price.
+ References
+ Details
Name: |
vteq_AggregateExercisePriceShares |
Namespace Prefix: |
vteq_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
vteq_StockholdersDeficitTextualAbstract |
Namespace Prefix: |
vteq_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_TitleOfIndividualAxis=us-gaap_DirectorMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesDPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DerivativeByNatureAxis=us-gaap_WarrantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ClassOfWarrantOrRightAxis=vteq_WarrantsLiabilitiesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
v3.3.1.900
Commitments and Contingencies (Details)
|
|
1 Months Ended |
6 Months Ended |
Jan. 30, 2014
USD ($)
|
Jan. 30, 2014
GBP (£)
|
Mar. 31, 2013
USD ($)
|
Mar. 31, 2013
GBP (£)
|
Jun. 30, 2014
USD ($)
|
Commitments and Contingencies (Textual) |
|
|
|
|
|
Portion of purchase price from sale of division |
|
|
$ 61,000
|
£ 40,000
|
|
Additional liability |
|
|
$ 159,000
|
|
|
Settled Litigation [Member] | Letter Agreement, Sale of DARC [Member] |
|
|
|
|
|
Commitments and Contingencies (Textual) |
|
|
|
|
|
Deferred purchase price receivable |
$ 100,000
|
£ 62,000
|
|
|
|
Loss on Settlement [Member] |
|
|
|
|
|
Commitments and Contingencies (Textual) |
|
|
|
|
|
Other expenses |
|
|
|
|
$ 55,000
|
X |
- DefinitionAmount of liability recognized arising from contingent consideration in a business combination.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 35 -Paragraph 1 -Subparagraph b -URI http://asc.fasb.org/extlink&oid=6911338&loc=d3e6819-128478
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 25 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6911189&loc=d3e6408-128476
+ Details
Name: |
us-gaap_BusinessCombinationContingentConsiderationLiability |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThis element represents a sum total of expenses not separately reflected on the income statement for the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 944 -SubTopic 225 -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04.7) -URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.4,6) -URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688
+ Details
Name: |
us-gaap_OtherExpenses |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
vteq_CommitmentsAndContingenciesTextualAbstract |
Namespace Prefix: |
vteq_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe portion of the purchase price in from the sale of a division which is used to satisfy outstanding liabilities.
+ References
+ Details
Name: |
vteq_PortionofPurchasePriceFromSaleofDivisiontoSatisfyOutstandingLiabilities |
Namespace Prefix: |
vteq_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount paid to settle a deferred purchase price receivable.
+ References
+ Details
Name: |
vteq_SettlementOfDeferredPurchasePriceReceivable |
Namespace Prefix: |
vteq_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_LitigationStatusAxis=us-gaap_SettledLitigationMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_LitigationCaseAxis=vteq_LetterAgreementSaleOfDARCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_NatureOfExpenseAxis=vteq_LossOnSettlementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.3.1.900
X |
- References
+ Details
Name: |
us-gaap_CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount of cash paid for interest during the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4297-108586
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 25 -Subparagraph (e) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3536-108585
+ Details
Name: |
us-gaap_InterestPaid |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThis element represents regarding cashless exercises of common stock warrants in non cash investing and financing activities.
+ References
+ Details
Name: |
vteq_CashlessExercisesOfCommonStockWarrants |
Namespace Prefix: |
vteq_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionValue of accrued liabilities satisfied through the issuance of convertible promissory notes in non cash investing and financing activities.
+ References
+ Details
Name: |
vteq_DebtConversionConvertedIntoConvertiblePromissoryNotes |
Namespace Prefix: |
vteq_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThis element represents regarding discounts recorded for embedded conversion option liabilities of convertible notes.
+ References
+ Details
Name: |
vteq_DiscountsRecordedForEmbeddedConversionOptionLiabilitiesOfConvertibleNotes |
Namespace Prefix: |
vteq_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThis element represents regarding issuance of a warrant in connection with a promissory note.
+ References
+ Details
Name: |
vteq_IssuanceOfAWarrantInConnectionWithAPromissoryNote |
Namespace Prefix: |
vteq_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe value of notes payable and accrued liabilities that is being converted into common stock in non cash investing and financing activities.
+ References
+ Details
Name: |
vteq_NotesPayableAndAccruedLiabilitiesConvertedIntoCommonStock |
Namespace Prefix: |
vteq_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThis element represents regarding reclassification of derivative liability to equity upon conversion of notes payable.
+ References
+ Details
Name: |
vteq_ReclassificationOfDerivativeLiabilityToEquityUponConversionOfNotesPayable |
Namespace Prefix: |
vteq_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
v3.3.1.900
Subsequent Events (Details) - USD ($)
|
|
|
|
|
|
6 Months Ended |
12 Months Ended |
|
|
|
|
Nov. 25, 2015 |
Nov. 10, 2015 |
Oct. 19, 2015 |
Aug. 13, 2015 |
Apr. 22, 2015 |
Dec. 30, 2015 |
Jun. 30, 2015 |
Jun. 30, 2014 |
Dec. 31, 2014 |
Nov. 04, 2015 |
Aug. 31, 2015 |
Jul. 29, 2015 |
Jan. 23, 2015 |
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock |
|
|
|
|
|
|
$ 20,000
|
|
|
|
|
|
|
Common stock, shares authorized |
|
|
|
|
|
|
100,000,000,000
|
|
100,000,000,000
|
|
|
|
|
Stock-based compensation |
|
|
|
|
|
|
|
$ 354,000
|
|
|
|
|
|
Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, interest rate |
|
|
|
|
|
|
22.00%
|
|
|
|
|
|
|
Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, interest rate |
|
|
|
|
|
|
18.00%
|
|
|
|
|
|
|
Silverman [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock isued during period , shares, new issues |
|
|
|
|
666
|
|
|
|
|
|
|
|
|
Debt instrument, interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
5.00%
|
Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible notes payable |
|
|
|
|
|
$ 96,955
|
|
|
|
|
$ 1,000,000
|
|
|
Converted debt shares issued |
|
|
|
|
|
179,339
|
|
|
|
|
|
|
|
Stock-based compensation |
|
|
|
$ 7,800,000
|
|
|
|
|
|
|
|
|
|
Unaudited revenue |
|
|
|
|
|
|
|
|
$ 7,000,000
|
|
|
|
|
Subsequent Event [Member] | Secured convertible promissory note [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible notes payable |
$ 147,059
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, interest rate |
12.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
Proposed acquisition, Description |
The aforementioned payment by the Company of $125,000 to the Seller was financed by the sale of a senior secured convertible promissory note in the aggregate principal amount of $147,059 (the “Acquisition Note”) to an institutional investor who previously purchased convertible debt from the Company (the “Investor”). The Acquisition Note bears interest at a rate of 12% per annum, with principal and interest due on November 25, 2016. The Acquisition Note is convertible into shares of the Company’s Common Stock at a conversion price equal to the lesser of (i) $0.015 per share, and (ii) 60% of the average of the three lowest trading prices during the ten trading days prior to conversion, and contains full-ratchet anti-dilution provisions similar to those of convertible notes previously issued by the Company. The embedded conversion option contained in the Acquisition Note will be bifurcated and reflected as a derivative liability at fair value. The Company currently anticipates that the remaining $125,000 cash portion of the purchase price for the Acquisition, the $50,000 consulting fee and all other costs and expenses related to the Acquisition and the Company’s ongoing operations will be funded through the sale of additional senior secured convertible promissory notes to the Investor on terms substantially identical to that of the Acquisition Note.
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Member] | Convertible Notes Issued in Second Quarter of Fiscal 2015 [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible notes payable |
|
|
|
|
|
$ 637,921
|
|
|
|
|
|
|
|
Proceeds from the issuance of convertible debt |
|
|
|
|
|
$ 563,355
|
|
|
|
|
|
|
|
Debt instrument, convertible, conversion rate |
|
|
|
|
|
60.00%
|
|
|
|
|
|
|
|
Debt conversion amount |
|
|
|
|
|
$ 273,088
|
|
|
|
|
|
|
|
Subsequent Event [Member] | Cashless Exercise of Warrants [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock isued during period , shares, new issues |
|
|
|
|
|
98,000
|
|
|
|
|
|
|
|
Subsequent Event [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, shares authorized |
|
|
|
|
|
|
|
|
|
|
|
100,000,000,000
|
|
Subsequent Event [Member] | Maximum [Member] | Convertible Notes Issued in Second Quarter of Fiscal 2015 [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, interest rate |
|
|
|
|
|
12.00%
|
|
|
|
|
|
|
|
Subsequent Event [Member] | Minimum [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, shares authorized |
|
|
|
|
|
|
|
|
|
|
|
10,000,000,000
|
|
Subsequent Event [Member] | Minimum [Member] | Convertible Notes Issued in Second Quarter of Fiscal 2015 [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt instrument, interest rate |
|
|
|
|
|
10.00%
|
|
|
|
|
|
|
|
Subsequent Event [Member] | Executive Officer [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted shares issued |
|
|
|
100,000,000
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Member] | Employees and Directors [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Options to purchase shares of the company's common stock |
|
|
|
148,500,000
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Member] | Executive oficers and director [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted shares issued |
|
|
|
150,000,000
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Member] | Magna Pursuant [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible notes payable |
|
$ 102,500
|
|
|
|
|
|
|
|
|
|
|
|
Debt conversion amount |
|
$ 500,000
|
$ 1,300,000
|
|
|
|
|
|
|
|
|
|
|
Purchased assets |
|
|
|
|
|
|
|
|
|
$ 1,000,000
|
|
|
|
Subsequent Event [Member] | Magna Pursuant [Member] | Senior Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible notes payable |
|
|
500,000
|
|
|
|
|
|
|
|
|
|
|
Debt conversion amount |
|
|
$ 300,000
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Member] | Brace Shop LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Proposed acquisition, Description |
Pursuant to the terms of the Purchase Agreement, the aggregate purchase price for the Stock is (i) $250,000 in cash, $125,000 of which was paid to the Seller upon the execution of the Purchase Agreement and the remaining $125,000 payable, subject to certain conditions, within four business days after the closing of the Acquisition, (ii) one unit of the Company’s to be established Series E Preferred Stock which is convertible into 84.9% of the issued and outstanding shares of common stock of the Company, on a fully diluted basis with voting rights, (iii) a goldenshare in the form of a warrant (the “Goldenshare”), exercisable for that number of shares of common stock required to insure that the Series E Preferred Stock issued as part of the purchase price to the Seller is convertible into 84.9% of the issued and outstanding shares of common stock, on a fully diluted basis. At the closing of the Acquisition, the Company’s current Chief Executive Officer will receive a unit of the Series E Preferred Stock convertible into 3.9% of the issued and outstanding common stock of the Company on a fully-diluted basis. The units of Series E Preferred Stock and the Goldenshare will not be convertible until the date six months from the date of the closing of the Acquisition. In addition, upon the closing of the Acquisition, pursuant to the Purchase Agreement, the Company will pay a consultant $50,000 (less $10,000 that was paid upon the execution of the Purchase Agreement), and issue the consultant a 3 year warrant to purchase, at an exercise price of $0.01 per share, 2.99% of the issued and outstanding common stock of the Co.pany, which warrant may be exercisable on a cashless basis.
|
|
|
|
|
|
|
|
|
|
|
|
|
Brace shop voting percentage, description |
The Brace Shop would obtain voting control of 84.9% of the Company
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Member] | Conversion of Principal Debt to Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt conversion amount |
|
|
|
|
|
$ 20,676
|
|
|
|
|
|
|
|
X |
- DefinitionWith respect to a business combination completed during the period, this element provides a description of the business, other than the name, which may include the industry, size, products and other important information.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1392-128463
+ Details
Name: |
us-gaap_BusinessAcquisitionDescriptionOfAcquiredEntity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe maximum number of common shares permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 30 -Article 5
+ Details
Name: |
us-gaap_CommonStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of the portion of long-term debt due within one year or the operating cycle if longer identified as Convertible Notes Payable. Convertible Notes Payable is a written promise to pay a note which can be exchanged for a specified amount of another, related security, at the option of the issuer and the holder.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_ConvertibleNotesPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe number of shares issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or payments in the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4332-108586
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4304-108586
+ Details
Name: |
us-gaap_DebtConversionConvertedInstrumentSharesIssued1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount of the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4304-108586
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4332-108586
+ Details
Name: |
us-gaap_DebtConversionOriginalDebtAmount1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionContractual interest rate for funds borrowed, under the debt agreement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22(a)(1)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
+ Details
Name: |
us-gaap_DebtInstrumentInterestRateStatedPercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDescription of voting rights of nonredeemable preferred stock. Includes eligibility to vote and votes per share owned. Include also, if any, unusual voting rights.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29 -Article 5
+ Details
Name: |
us-gaap_PreferredStockVotingRights |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from the issuance of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Financing Activities -URI http://asc.fasb.org/extlink&oid=6513228
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 14 -Subparagraph (b) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3255-108585
+ Details
Name: |
us-gaap_ProceedsFromConvertibleDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from the additional capital contribution to the entity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Financing Activities -URI http://asc.fasb.org/extlink&oid=6513228
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 14 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3255-108585
+ Details
Name: |
us-gaap_ProceedsFromIssuanceOfCommonStock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate amount of noncash, equity-based employee remuneration. This may include the value of stock or unit options, amortization of restricted stock or units, and adjustment for officers' compensation. As noncash, this element is an add back when calculating net cash generated by operating activities using the indirect method.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 28 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=56944662&loc=d3e3602-108585
+ Details
Name: |
us-gaap_ShareBasedCompensation |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionNumber of new stock issued during the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29, 30 -Article 5
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesNewIssues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTotal number of shares issued during the period, including shares forfeited, as a result of Restricted Stock Awards.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesRestrictedStockAwardGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares (or other type of equity) issued during the period as a result of any equity-based compensation plan other than an employee stock ownership plan (ESOP), net of any shares forfeited. Shares issued could result from the issuance of restricted stock, the exercise of stock options, stock issued under employee stock purchase plans, and/or other employee benefit plans.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29, 30 -Article 5
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesShareBasedCompensation |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDetail information of subsequent event by type. User is expected to use existing line items from elsewhere in the taxonomy as the primary line items for this disclosure, which is further associated with dimension and member elements pertaining to a subsequent event.
+ References
+ Details
Name: |
us-gaap_SubsequentEventLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBusiness acquisition revenue.
+ References
+ Details
Name: |
vteq_BusinessAcquisitionRevenue |
Namespace Prefix: |
vteq_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe percentage of the market price of common stock in which the debt is converted.
+ References
+ Details
Name: |
vteq_DebtInstrumentConvertibleConversionRate |
Namespace Prefix: |
vteq_ |
Data Type: |
num:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCapital subsidiaries of the company.
+ References
+ Details
Name: |
vteq_Subsidiaries |
Namespace Prefix: |
vteq_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_RangeAxis=us-gaap_MaximumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_RangeAxis=us-gaap_MinimumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_SubsequentEventTypeAxis=us-gaap_SubsequentEventMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_LongtermDebtTypeAxis=us-gaap_ConvertibleDebtMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=vteq_ConvertibleNotesIssuedInSecondQuarterOfFiscal2015Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_OtherSignificantNoncashTransactionsByUniqueDescriptionAxis=vteq_CashlessExerciseOfWarrantsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_LongtermDebtTypeAxis=us-gaap_SeniorNotesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtConversionByUniqueDescriptionAxis=vteq_ConversionOfPrincipalDebtToStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|