UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: September 30, 2015
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 000-49962
(Exact name of registrant as specified in its charter)
| Nevada | | 88-0418806 |
| (State or other jurisdiction of | | (IRS Employer Identification No.) |
| incorporation or organization | | |
| | | |
| 22118 20th Ave SE, Suite 142, Bothell Washington | | 98021 |
| (Address of principal executive offices) | | (Zip Code) |
(425) 424-3324
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| | | |
| Title of Each Class | | Name of Each Exchange on Which Registered |
| None | | None |
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes o No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 x No o
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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
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 a “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One)
| o Large Accelerated Filer | o Accelerated Filer |
| | |
| o Non-accelerated Filer (do not check if smaller reporting company) | x 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 o No x
The aggregate market value of the Registrant’s common stock held by non-affiliates was approximately $6,540,616 as of March 31, 2015 (the last business day of the registrant’s most recently completed second fiscal quarter) based upon the closing price of common stock on that date of $0.0085.
As of December 16, 2015 there were 1,364,055,829 shares of the Registrant’s $0.001 par value common stock issued and outstanding and there were 1,203,576 shares of the Registrant’s $0.001 par value preferred stock issued and outstanding.
Documents Incorporated By Reference: None
Table of Contents
EXPLANATORY NOTE
As used herein, the terms “Neah,” “Neah Power,” “Neah Power Systems,” “Company,” “we,” “our” and like references mean and include both Neah Power Systems, Inc., a Nevada corporation, and our wholly-owned subsidiary, Neah Power Systems, Inc., a Washington corporation.
FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K and the documents incorporated herein by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Specifically, all statements other than statements of historical facts included in this Annual Report on Form 10-K regarding our financial position, business strategy and plans and objectives of management for future operations are forward-looking statements. These forward-looking statements are based on the beliefs of management, as well as assumptions made by and information currently available to management. When used in this Annual Report on Form 10-K, the words “anticipate,” “believe,” “estimate,” “expect,” “may,” “will,” “continue” and “intend,” and words or phrases of similar import, as they relate to our financial position, business strategy and plans, or objectives of management, are intended to identify forward-looking statements.
These statements reflect our current view with respect to future events and are inherently subject to risks and uncertainties, many of which we cannot predict with accuracy and some of which we might not even anticipate. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, we can give no assurance that such expectations will be achieved. Future events and actual results, financial and otherwise, may differ materially from those expressed in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. We undertake no duty to update or revise any forward-looking statements after the date of this Annual Report on Form 10-K and the documents incorporated herein by reference or to conform them to actual results, new information, future events or otherwise, except as may be required by law.
The following factors, among others, could cause our future results to differ materially from historical results or those anticipated:
· our ability to obtain financing;
· our future capital needs;
· the acceptance and success of our products, our ability to develop and commercialize products, and to enter into sales agreements with customers and generate revenue;
· the success or failure of our research and development programs, marketing, and sales efforts;
· resolution of outstanding lawsuits and default judgments against us, and our ability to settle disputes and negotiate with creditors for past due amounts;
· general market, labor and economic conditions and related uncertainties; and
· our limited operating history, and current debt and working capital conditions
These factors are the important factors of which we are currently aware that could cause actual results, performance or achievements to differ materially from those expressed in any of the forward looking statements. We operate in a continually changing business environment and new risk factors emerge from time to time. Other unknown or unpredictable factors could have material adverse effects on our future results, performance or achievements. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Annual Report on Form 10-K may not occur.
For a discussion of these and other factors that may affect our business, results and prospects, see “Item 1A – Risk Factors” beginning on page 8. Readers are urged to carefully review and consider the various disclosures made by us in this Report and in our other reports previously filed with the Securities and Exchange Commission (the “SEC”), including our periodic reports on Forms 10-K, 10-Q and 8-K, and those described from time to time in our press releases and other communications, which attempt to advise interested parties of the risks and factors that may affect our business, prospects and results of operations.
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PART I
Overview
Neah Power Systems, Inc. (NPWZ) is engaged in the development and sale of renewable energy solutions using proprietary fuel cell technology. Our fuel cells are designed to replace existing rechargeable and non-rechargeable battery technology in a variety of applications. We are developing solutions specifically targeted for the military, transportation, and portable electronics applications, and are continuing to pursue additional applications for our technology. Our long-lasting, efficient and safe power solutions include devices such as notebook PCs, military radios, and other power-hungry computer, entertainment and communications products.
We are developing two classes of fuel cells, one referred to as the PowerChip™ and the other as the BuzzCell™. We are also developing a hydrogen gas generating reformer technology referred to as Formira™. The PowerChip™ is a silicon based fuel cell that uses traditional computer chip manufacturing to build the fuel cell. The BuzzCell™ product was developed during the last two years using some processing steps of the PowerChip™ technology and using polymeric materials for a lower cost, consumer oriented product. The PowerChip™ is targeted for applications where the quality of the surrounding air is unpredictable or not available like diesel-fumes contaminated environments or underwater applications. The BuzzCell™ product uses air from the surrounding environment and is targeted for consumer-oriented and less aggressive applications for lower power ranges. The Company is also developing Formira™, a reformer platform for direct on-site generation of hydrogen gas. Customers will be able to carry a liquid with a more acceptable safety profile and generate hydrogen gas at point of use rather than carrying high pressure hydrogen gas cylinders. Our technology and its applications have been validated both by our own research and customer results. We believe our fuel cells will outperform lithium ion batteries and other similar power sources, with longer run time, shorter recharge time, ease of portability, and other measures of performance. We anticipate that our fuel cell solution will be particularly beneficial in applications requiring the use of more than one battery because the user will only need to use a single fuel cell with a supply of smaller fuel cartridges, resulting in reduced overall size and weight.
We have an intellectual property portfolio consisting of 13 issued patents, 3 patent applications pending issuance, and 13 additional patent applications in process, that are being developed and various trade secrets for our proprietary technology. We use a unique, patented and award winning, silicon-based design for our Powerchip™ micro fuel cells that enable higher power densities, lower cost and compact form-factors. The PowerChip™ technology has been recognized for both its innovativeness and its application potential from noted sources including the 2012 ZINO Green finalist, the 2010 WTIA finalist, 2010 Best of What’s New Popular Science and other awards.
Strategy and Current Business
Recently, we have announced teaming agreements with several leading companies in the security/defense, robotics and mobile electronics industries. Additionally, we have expanded industry relationships with battery and fuel cell suppliers and manufacturers and have entered into discussions with multiple strategic partners regarding the license, sale and manufacture of Neah Power’s products. To help facilitate and manage this growth the Company, has also expanded with the addition of several key consultants and advisors bringing high value associations including potential co-development sponsors within the U.S. Government. All of this, together with other significant advancements, is expected to open the door to the use of our products in several rapidly expanding markets, including transportation/automotive, distributed energy/smart grid infrastructure and telecommunications, and result in significant revenue growth.
We continue to explore licensing and product sales opportunities with leading defense, commercial and consumer companies. Our discussions with potential customers include, but are not limited only to, the following:
· Continuing discussions with the DRDO to license our technology for production and use for India military applications.
· Various teaming agreements with system integrators and manufacturers to incorporate our products into their platforms, as well as resell our products to their customers. In addition, we are presently negotiating an order for several demonstration units with a leading security and defense system integrator which is developing markets for our fuel cell products in the U.S., Asia Pacific, and Middle East and North Africa regions.
· We have a letter of interest with a large U.S. based aerospace company, and we have provided a scope of work with detailed milestones and a commercial proposal for commercial aviation applications. Depending on the availability of sufficient funding, our plans for fiscal 2016 include progress on various milestones related to this scope of work.
· Continued commercial proposals for the BuzzBar™ technology to a large consumer company who has expressed interest in this product.
· Strategic Joint Venture with a South African Consortium comprised of a Provincial Government and Platinum Mining Conglomerates regarding the sale and transfer of a license to produce NEAH Power’s fuel cell products for sale in Africa and the Middle East.
Our business model includes the potential to license the manufacturing of our fuel cells or to purchase product directly from the Company. We believe that our licensing strategy will be particularly attractive to customers who have access to their own manufacturing capacity, because our products can be manufactured with existing equipment used in the semiconductor industry without significant capital outlays for new equipment.
We also intend to design and distribute the fuel cartridges that these fuel cells require for refueling. We anticipate that we will generate future revenues from the sale and licensing of both fuel cartridges and the completed fuel cells. Our business plan contemplates that we will subcontract to third parties substantially all of the production and assembly of the reformer, fuel cells and fuel cartridges.
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For the PowerChip™ technology, we are focusing our initial sales strategy on markets requiring anaerobic or low oxygen content environments, such as underwater, transportation, aerospace and military applications. Our product focus for fiscal 2016 will be directed to our business with the aforementioned US defense supplier and the proposal to the commercial aviation provider, as well as fuel cell range extenders for electric and other recreational vehicles.
For the PowerChip™ and the BuzzBar™ product, we will also continue to pursue adoption in the consumer markets. While the size of the consumer markets is very significant, the adoption cycle can be much longer than the other markets that we are currently focused on. These longer adoption cycles are driven by longer lead times for product development, distribution, supply chain implementation, and consumer specific safety testing. We are in preliminary discussions with a large consumer company for consumer applications, which, if successful, is expected to take 6 to 16 months for product placement on store shelves.
The deployment of our business strategy has been delayed due to the availability of capital and our inability to raise sufficient capital to fund ongoing operations, sales and marketing and production. Assuming we are able to continue to obtain sufficient financing, we intend to focus on production and delivery of products to customers and sales efforts. We intend to continue to develop business relationships and demonstrate our technology to potential leading edge adopters.
Our Patented PowerChip™ Technology
Our PowerChip™ fuel cell design utilizes a patented porous silicon electrode structure and circulating liquid streams of fuel, oxidant and electrolyte that produce the chemical reactions needed to generate power. We believe that our use of porous silicon and liquid oxidant is unique in the fuel cell industry. In final form, our products can be packaged in plastic casings to create self-contained systems that retain the excess water produced during operation and prevent contamination to the cathode as occurs in traditional Proton Exchange Membrane (“PEM”) based direct methanol fuel cells.
Our BuzzBar™ technology is targeted for low power applications and uses air from the surrounding ambient in its current implementation. We are also exploring the use of the PowerChip™ technology for these low power, consumer oriented applications. The BuzzBar™ product is based on an Anion Exchange Membrane, and uses some processing steps from the PowerChip™ technology to build a cost effective product for consumer oriented applications. We intend to discuss our BuzzBar™ technology in more detail as we implement patent protection around this technology.
Our PowerChip™ technology was developed to address various issues seen with the incumbent PEM-based direct methanol fuel cells. We believed an entirely new design approach was necessary to achieve the power density, manufacturability, cost and reliability, and the unique ability to operate in anaerobic (non air-breathing) environments required by portable electronic devices and transportation applications. Furthermore, since our design is based largely on standard silicon wafer processing, we believe that it should have significant manufacturing advantages over traditional fuel cells. Compared to competing direct methanol fuel cell technologies that use carbon-based electrodes and solid PEM’s, we believe that our fuel cell’s silicon-based approach will deliver higher power output, lower cost for the equivalent size of fuel cell, a cost efficient manufacturing model that is used by the semiconductor industry, and aerobic and anaerobic operations.
Comparison between Porous Silicon Fuel Cells and PEM-Based Designs
We believe that the principal advantages of our PowerChip™ approach over PEM-based designs include:
· Our use of porous silicon electrodes and the liquid electrolyte eliminate a range of possible failure modes that have hampered introduction of PEM-based systems. These include degradation of the PEM membrane, crossover of methanol fuel and degradation of the cathode catalyst, damage to the cathode catalyst by exposure to airborne contaminants such as sulfur, and flooding or alternatively drying out of the cathode catalyst. We believe that these advantages will allow our fuel cells to operate in a broader range of environmental conditions, in all orientations, with high reliability.
· The use of silicon technology allows us to make use of existing silicon production infrastructure, with reduced need to create specialized production facilities. We can also use standard silicon technology to optimize the dimension of the pores for high power, while optimizing the thickness to reduce cost and overall dimensions of the fuel cell.
· The larger reaction area, coupled with the use of oxidizer at the cathode, leads to greater available power density, which reduces the size and cost of the fuel cell system.
· Our technology allows us to create alternative product designs that do not require interactions with the environment for operation. This allows the use of our fuel cell products for applications like sensor networks that require operation without breathing air or expelling gases.
· Water created in the fuel cell reaction is retained in the fuel cartridge and not vented where it can damage the host device.
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We believe that the principal disadvantages of our approach consist of the following factors:
· Our approach requires both the fuel cell and the cartridge to contain acids at corrosive concentrations, but at concentrations lower than those extant in various liquid acid batteries. It is therefore important to ensure that users of the technology are safely separated from these acids.
· The need to select materials compatible with the chemistry.
As an ongoing effort to increase the competitiveness of our product, we are focused on the following continuous improvement programs that we believe will further enhance the performance differentiation of our fuel cell, reduce the cost, and enhance manufacturability and increase lifetime and reliability:
· Increase the volumetric power density over the power density currently available in our fuel cells - this will enable more compact solutions;
· Continue development of manufacturing techniques for fuel cell and fuel cartridge assembly, allowing the unit to meet relevant specifications (such as those of the Underwriters Laboratories) that are required by many customers;
· Further develop manufacturing techniques for key components of the fuel cells and locate suitable manufacturing partners or subcontractors;
· Reduce the precious metal content of the fuel cells from present levels according to a staged program in order to meet and exceed our production cost objectives; and
· Improve the aerobic solution that will provide higher energy density for aerobic applications, while leveraging other capabilities from our anaerobic system.
Our Industry
NEAH’s proprietary fuel cell technologies offer a number of compelling advantages compared to current fossil-fuel and battery-powered solutions, enabling the company and its licensed partners and distributers to tap into a number of large and growing markets in the military, transportation, and portable electronics applications sectors as described below.
PowerChip® Fuel Cell and Formira HOD® system markets
· Military Applications
Neah believes that the market for military applications of Neah Products will be a significant driver of its revenues, as reflected in market research by Frost & Sullivan, as well as management’s own internal marketing estimates. As the commitment of governments worldwide to “clean energy” in compliance with global emissions reduction policies increases, so will the pace of adoption of efficient fuel cell and energy storage solutions by military and other homeland defense forces. Neah Products can serve as highly effective primary, secondary and backup power solutions for both mission critical and mission support requirements. Neah Products can also be deployed along coastlines, and in other isolated areas, to enable wide-area surveillance and security monitoring, which have become key priorities for rapidly developing emerging nations in Africa, Asia and the Middle East. Neah’s PowerChip® Fuel Cell uniquely addresses the demand for power systems that can operate in anaerobic (“non-air”) environments, such as that required in underwater, underground, close quarters, high altitude, and no-atmosphere applications specific to military and defense requirements. As the only anaerobic fuel cell commercially-available in the marketplace, Neah’s management believes that there is little to no-competition to the PowerChip® Fuel Cell in addressing the growing demand for non-air operable fuel cells. The continued rapid growth in the military use of unmanned vehicles (aerial, ground, and underwater), which are increasingly becoming strategic elements of a military’s mission capability, is expected to drive military use of Neah’s Products. the global fuel cell market for all unmanned vehicles is expected to grow to USD2 billion by 2023 (Frost & Sullivan). Neah expects significant demand for its products for use in soldier wearable and portable power systems. Weight, durability and run-time are critical issues, which gives the Neah Products certain market advantages.
· Community Power – “Micro-Grids”
Globally, over 1.4 billion people lack access to electricity. Due to the slow pace of electricity infrastructure penetration in rural areas of emerging nations of Africa, Middle East and Asia, remote fuel cell “micro-grid” power plants have emerged as an increasingly viable alternative. Two basic models of distribution to the community have emerged in the marketplace over the last 5 years; the “energy hub” and the “micro-grid”. In countries with high population density such as India and Bangladesh the micro-grid model can be cost-effective, but it is more difficult in most of Africa without substantial subsidies. The less capital-intensive and scalable approach is to create an energy hub which requires beneficiaries to travel to a central point. Neah and its distribution partners intend to use this scaling effect of mobile telecommunications and infrastructure to market Formira HOD® Systems to government utilities and private utility service providers to provide millions of underserved communities access to vital energy services.
· Telecommunications - Back-Up Power
Neah expects its power generation and energy storage products will capture a major share of the tower power market, as telecommunications and utilities companies continue to convert to fuel cell systems to provide remote and back-up power for their service infrastructure. According to the Groupe Speciale Mobile Association (GSMA), as of date “green’” telecom towers comprise just 1% of total installed towers worldwide. With an estimated 5 million towers worldwide, 3 million of which are in developing countries, 1.5 million of which are tied to unreliable grids and 640,000 of which are completely off-grid, only 55,000 towers are currently serviced with a hybrid mix of “green” energy technology and diesel generation sets. China has installed nearly half of these green telecom towers. In terms of addressable market size, telecom towers consume the energy equivalent of 1% of the world’s electricity, costing up to USD136 billion per annum (MIT Technology Review). The industry’s growth markets are largely in developing countries, where 3 out of every 4 new base stations will be deployed over the next decade, a significant portion of which will be constructed in off-grid locations – which is ideal for fuel cell and hybrid powered renewable energy systems.
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· Transportation & Aerospace
Neah expects that it will be a significant player with its Formira HOD® System in providing fuel cell and hybrid fuel cell power systems for the rapidly growing transportation and aerospace markets. The largest growth segment is the electric vehicle (EV) market, which includes hybrid and electric automobiles (powered by both fuel cells and/or batteries), and the small manned EV market, which includes everything from e-bikes to electric microEVs, and is expected to reach over USD33 billion by 2025. Aerospace applications include power systems for unmanned aerial vehicles (UAVs).
· Consumer Electronics and Mobile Devices
Recent trends continue to demonstrate a need for better and longer lasting power solutions to close the “power gap” - the difference between power capacity and power need - thus enhancing mobility and productivity. Based on user demand, mobile electronics companies continue to add features for richer experiences. Users are also more dependent on these mobile devices and are using them longer without access to outlet power. Market research indicates that the size of the consumer market for fuel cells as battery replacements is estimated to reach USD6 billion per year by 2020.
· Industrial Applications
With regard to mainstream commercial and industrial applications, Neah’s fuel cells can be designed to be placed anywhere, as well as integrated with critical equipment, sensors and other electrical devices through teaming and co-development agreements. Neah’s PowerChip® Fuel Cell and Formira HOD® System, together with its energy storage solutions, will be marketed as “clean energy” solutions for customers requiring distributed or “micro-grid” power to operate facilities and equipment installed at remote installations, as well as to power specialized high value equipment used in facility monitoring and management, including surveillance, site incursion control, and infrastructure/asset protection. Target customers shall include those involved in security, environmental, agriculture, mining and manufacturing. Neah has identified significant market demand particularly in remote regions where oil and gas drilling, mining and other large scale industrial activity is occurring.
PowerChip® Battery Markets
· Grid-Storage
Utility companies are increasingly seeking to improve operational efficiency through the use of stand-by energy storage. As the use of solar energy and the rapid shift to distributed power systems increase, so does the demand for longer lasting, higher energy dense and scalable storage solutions. Accordingly, the grid storage segment is expected to grow from 6.9% of the battery market to 37.6% by 2020. Presently, there are over 40 lithium-ion based grid storage projects under construction that would benefit significantly from Neah’s ability to deliver with its PowerChip® Battery 10x the energy density over existing lithium-ion solutions at lower cost.
· Electric Vehicles (EV)
With the impending mass adoption of EV and hybrid vehicles, the EV automotive segment is expected to grow from 18.3% of the battery market to 30% by 2020, reaching about USD15.7 billion. With its battery’s cost advantage (USD150/Kwh vs. USD400/Kwh) and high power to weight ratio, Neah is a potential leader in the rapidly expanding EV automotive battery market.
· Consumer Electronics and Portable Devices
Recent consumer trends in everything from mobile phones to wearable technology to portable medical devices demonstrate the need for better, longer lasting and flexible power solutions, creating opportunities for both Neah’s BuzzBar® Suite and its current line of fuel cells suited for off-grid and remote energy generation with an estimated market of between USD6.0 billion and USD8.0 billion per year.
· Medical Devices
The PowerChip® technology provides a superior form factor, enabling long lasting lithium batteries to be built as small as a dime. Neah’s lithium battery is thus not only viable in many applications in the medical sector (ECG, flow sensor, etc.), it’s a safer and higher density alternative to the older lithium-ion batteries in current use. The wireless portable medical device market is expected to represent USD2.83 billion of the global battery market by 2020.
Competition
The development and marketing of fuel cells and fuel cell systems is extremely competitive. In many cases, we may compete directly with alternative energy, fuel cell, and entrenched power-generation and power-storage technologies. In addition, a number of firms throughout the world have established fuel cell development programs, although most of them are PEM-based. Competitors range from development stage companies to major domestic and international companies. Many of our competitors have:
· substantially greater financial, technical, marketing and human resource capabilities;
· established relationships with original equipment manufacturers;
· name-brand recognition; and
· established positions in the markets that we have targeted for penetration.
These or other companies may succeed in developing and bringing to market products or technologies that are more cost-effective than those we develop or that would render our products and technology obsolete or non-competitive in the marketplace.
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Our Proprietary Rights and Intellectual Property
We rely primarily on patents and contractual obligations with employees and third parties to protect our proprietary rights. We continue to seek appropriate patent protection for our proprietary technologies by filing patent applications in the U.S. and in certain foreign countries. As of the date of this Annual Report on Form 10-K, we own or control 13 issued patents, 3 patent applications pending issuance, and 13 additional patent applications in process. Listed below are Neah’s patents and patent pending applications. All intellectual property is wholly owned by Neah and is not licensed to, or otherwise owned by, any third-parties.
| Patent No. | Title | |
| 6641948 | Fuel Cells Having Silicon Substrates and/or Sol-Gel Derived Support Structures | Granted |
| 6852443 | Fuel Cells Having Silicon Substrates and/or Sol-Gel Derived Support Structures | Granted |
| 7157177 | Porous Fuel Cell Electrode Structures Having Conformal Electrically Conductive Layers Thereon | Granted |
| 7198864 | Silicon-Based Fuel Cell Electrode Structures | Granted |
| 6720105 | Metallic Blocking Layers Integrally Associated with Fuel Cell Electrode Structures and Fuel Cell Electrode Stack Assemblies | Granted |
| 6808840 | Silicon-Based Fuel Cell Electrode Structures and Fuel Cell Electrode Stack Assemblies | Granted |
| 7968248 | Liquid-Liquid Fuel Cell Systems Having Flow-Through Anodes and Flow-By Cathodes | Granted |
| 6924058 | Hydrodynamic Transport and Flow Channel Passageways Associated with Fuel Cell Electrode Structures and Fuel Cell Electrode Assemblies | Granted |
| 7105245 | Fuel Cell System Reactant Supply and Effluent Storage Cartridges | Granted |
| 6811916 | Fuel Cell Electrode Pair Assemblies and Related Methods | Granted |
| 7118822 | Fuel Cell Electrode Pair Assemblies and Related Methods | Granted |
| 7205665 | Porous Silicon Undercut Etching Deterrent Masks and Related Methods | Granted |
| 9184463B2 | Nitric Acid Regeneration Fuel Cell Systems | Granted |
| | Nitric Acid Regeneration Fuel Cell Systems | Patent Pending |
| | Nitric Acid Regeneration Fuel Cell Systems | Patent Pending |
| | Nitric Acid Regeneration Fuel Cell Systems | Patent Pending |
| | Nitric acid regeneration fuel cell systems | Patent Pending |
| | Flow management in fuel cell configurations | Patent Pending |
| | Charging system containing a fuel cell and battery with materials and methods of assembly for a fuel cell utilizing an anionic exchange membrane and fuel cell cartridge designs | Patent Pending |
| | Charging system containing a fuel cell and battery with materials and methods of assembly for a fuel cell utilizing an anionic exchange membrane and fuel cell cartridge designs | Patent Pending |
| | Charging system containing a fuel cell and battery with materials and methods of assembly for a fuel cell utilizing an anionic exchange membrane and fuel cell cartridge designs | Patent Pending |
| | Passive proton exchange membrane fuel cell | Patent Pending |
| | Method and system for simultaneously charging an energy storage device from multiple energy input devices | Patent Pending |
| | Catalytic Hydrogel | Patent Pending |
| | Polymer Bound Solid Metal Complex Catalyst for Hydrogen Reforming From Fromic Acid | Patent Pending |
| | Passive Proton Exchange Membrane Fuel Cell | Patent Pending |
| | Method and system for simultaneously charging and energy storage device from multiple energy input devices | Patent Pending |
| | Devise and related method for assembling a battery using porous, structured silicon | Patent Pending |
| | Reformer Device and Method related to obtaining Hydrogen from Formic Acid | Patent Pending |
| | | |
Our patents and patent applications are directed to the components and systems involved in our fuel cell design and the use of porous substrates coated with catalyst as fuel cell electrodes and electrode structures, cell bonding techniques, and cartridges. Our financial success will depend in large part on our ability to:
· obtain patent and other proprietary protection for our intellectual property;
· enforce and defend patents and intellectual property once obtained;
· operate without infringing on the patents and proprietary rights of third parties; and
· preserve our best known methods and trade secrets;
There is a number of existing U.S. patents covering PEM-based direct methanol fuel cells held by several organizations. We believe our fuel cell design and technology do not conflict with these patents and are independently protectable.
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Research and Development
We conduct our research and development, marketing and sales activities at our headquarters in Bothell, Washington. Contingent upon the receipt of adequate financing, we plan to continue investing in research and development, marketing, and sales. We anticipate that these efforts, and resulting costs, will increase in fiscal year 2016 compared to prior years due to increased product development related to specific customer products and to additional improvements to our technology. For the years ended September 30, 2015 and 2014, our expenses related to research and development were $1,320,837 and $1,300,265 respectively.
Employees
As of September 30, 2015, we had 3 employees, including one executive officer, one administrative and one technical employee. We also had an additional executive officer who is a part time contractor and not an employee. We continue to use part-time staff composed of former full-time employees, and contractors for various technical and administrative services. We expect to continue to use outside business development consultants, whose compensation will be based on revenue opportunities they create.
History
Our company was incorporated in the State of Nevada on February 1, 2001 under the name Growth Mergers, Inc. Effective March 9, 2006, we entered into an Agreement and Plan of Merger, as amended on April 10, 2006, whereby Growth Acquisitions, Inc., a Washington corporation and wholly-owned subsidiary of Growth Mergers, Inc., merged with and into Neah Power Systems, Inc., a Washington corporation (“Neah Power Washington”). Following the merger, Growth Mergers, Inc. changed its corporate name to Neah Power Systems, Inc. By virtue of this merger, Neah Power Washington became our wholly-owned subsidiary.
The purpose of the merger was to enable Neah Power Washington, as Growth Mergers, Inc.’s subsidiary, to access the capital markets via a public offering. Our common stock currently trades on the OTC Bulletin Board under the symbol “NPWZ.”
Available Information
We are subject to the information requirements of the Exchange Act and file annual, quarterly and current reports, and other information with the SEC. You may read and copy these reports on our website, www.neahpower.com, and at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 or email the SEC at publicinfo@SEC.gov for more information on the operation of the public reference room. Our SEC filings are also available at the SEC’s website at http://www.sec.gov. In addition, we make available, without charge, through our website (www.neahpower.com), electronic copies of our SEC filings, as soon as reasonably practicable after we electronically file such reports or amendments with, or furnish information to, the SEC.
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ITEM 1A. RISK FACTORS
Readers should carefully consider the risks described below in evaluating our business, prospects and results of operations and before making an investment decision in our common stock. The risks described below are not the only ones we face. Additional risks not presently known to us or that we currently believe are immaterial may also impair our business operations and financial results. If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected.
Risks Related to Our Business
We need to raise significant additional capital to continue our business operations.
Our current monthly cash operating expenses are approximately $150,000. We have no significant revenues and we expect that our current cash will last us only through January 2016. Accordingly, we will need to raise financing to fund our operations. In the event we are unable to obtain the additional financing required to meet our cash needs, on a timely basis, we will have to reduce or curtail operations which would materially and adversely affect our development efforts, and we may need to seek protection under the bankruptcy laws. Even if such financing is obtained, it may not be on commercially acceptable terms or may otherwise substantially dilute the equity interests of our current shareholders.
Our auditors have issued a “going concern” modification in their report on our Consolidated Financial Statements.
The auditors’ report on our Consolidated Financial Statements as of September 30, 2015 and 2014 indicates that there is substantial doubt about our ability to continue as a going concern based upon our accumulated deficit and negative working capital at September 30, 2015, our recurring net losses, and the cash used in operations for the year ended September 30, 2015. We may be unable to obtain sufficient funds from financing activities or our planned operations to support our continued business. If we cannot continue as a going concern, we may need to substantially revise our business plan, cease operations, sell or seek protection under the bankruptcy laws.
We have incurred net losses each year since our inception and had accumulated losses of approximately $66.7 million through September 30, 2015. We expect to continue to incur net losses at least through our fiscal year 2016 and these losses may be substantial. To implement our business strategy, we will continue to incur considerable research and development expenses and capital expenditures. Accordingly, if we are unable to generate substantial revenues to cover these expenses we will not achieve profitability.
Commercialization, market acceptance, and productization risks
We are transitioning from a developmental organization to a commercialization organization. Neah has traditionally focused on development of the PowerChip™ technology and has a pilot-scale facility in Bothell to manufacture units. As the Company transitions to commercialization of the technology, there are risks related to the Company’s ability to hire and retain the appropriate talent, ability to scale up the output using internal or outsourced manufacturing, ability of our suppliers to supply the needed quality and quantity of subcomponents, and other raw materials used in our fuel cells and to do it in a cost effective fashion. Fuel cells are a disruptive technology that requires customer and market acceptance.
The fuel cell market is an emerging market, and the adoption by defense, commercial and consumer markets is in the early stages. There is no guarantee of adoption, and further more, cost effectiveness, customer adoption, government regulation and other restrictions could inhibit the adoption of fuel cell technology. As the Company focuses on commercialization of the technology, our quarterly operating results are likely to fluctuate significantly in the future. Fluctuations in our quarterly financial performance may result from research and development costs, increased sales, general and administrative (SG&A) expenses, and the predictability will be very low of sales orders, contracts, and follow business and other commercial opportunities.
Technical risks
Neah’s technology acceptance requires customers and markets to accept a new paradigm for the operation of fuel cells. The Company also strives to continuously improve its products, and there is the risk of the Company not achieving certain milestones or completion of commercial systems. Methanol, which is flammable, is the fuel of choice for this class of fuel cells by the Company, as well as its competitors. The energy from the methanol is extracted using an electrochemical reaction which does not include combustion. While the Company intends to package the systems so that they are virtually leak proof, there can be no assurance that will not be manufacturing defects that cause of these acids whose concentrations are comparable to “wet” batteries. The availability and price of methanol would affect the adoption of the fuel cell technology. Our business exposes us to the risk of harmful substances escaping into the environment, resulting in personal injury or loss of life, damage to or destruction of property, and natural resource damage. Our business is subject to numerous federal, state and local laws, regulations and policies that govern environmental protection. These laws and regulations have changed frequently in the past and it is reasonable to expect additional changes in the future, and we are not currently insured against such risks.
Intellectual property risks
The intellectual property is the primary asset of the Company. Our ability to compete effectively will depend, in part, on our ability to maintain the exclusive ownership of our technology and manufacturing processes through a combination of patent and trade secret protection, non-disclosure agreements and other arrangements. Patents may not be issued under pending applications and any issued patents that we hold may not provide adequate protection for our products or processes. Moreover, patent applications filed in foreign countries are subject to laws, rules and procedures that differ from those of the United States and any resulting patents may be difficult to enforce. There can be no assurance that our competitors will not either independently develop proprietary information that is the same or similar to ours or obtain access to our proprietary information. In addition, there can be no assurance that we would prevail if challenges to our intellectual property rights were asserted by third parties against us.
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As a result of a government grant, the U.S. government will obtain rights in certain of our technology, including inventions, developed with their funding. In addition, the U.S. government may require us to grant to a third party an exclusive license to any inventions resulting from the grant if the government determines that we have not taken adequate steps to commercialize the inventions. The rights of the U.S. government may adversely impact sales or license of our products.
Risks Related to Our Common Stock
We could issue a significant amount of common stock or a series of preferred stock that would dilute and adversely affect our shareholders.
Our amendment to the articles of incorporation authorize the issuance of 1,800,000,000 shares of common stock and 5,000,000 shares of “blank check” preferred stock, with designations, rights and preferences that may be determined from time to time by our board of directors, which may be superior to those attached to the common stock. As of September 30, 2015, we have the following designated classes of preferred stock:
· 2,222,022 shares of preferred stock designated as Series B Preferred Stock, with 1,203,576 shares issued and outstanding and which are convertible into an estimated 661,749,257 shares of our common stock as of September 30, 2015 (the exact number of which is not determinable at this time because the Series B are convertible into shares of our common stock based on the future trading price of our common stock). The Series B shares can be converted to Common stock or redeemed in cash, solely at the discretion of the Company.
Our stock price is volatile, and we do not intend to pay any cash dividends.
There is a very limited public market for our common stock. We cannot predict the extent to which, or if, investor interest will lead to the development of an active and liquid trading market. If a market for our common stock develops, the price at which our common stock will trade may be highly volatile and may fluctuate as a result of a number of factors, including the number of shares available for sale in the market, variations in our actual and anticipated operating results, our failure to timely achieve technical milestones or to commercialize our fuel cell systems, changes in technology or competitive fuel cell solutions, and our failure to meet analysts’ performance expectations.
We have not paid any cash dividends on our common stock and we do not intend to declare and pay any cash dividends on our common stock. Stock markets, particularly the OTCBB where our stock is currently traded, have experienced extreme price and volume fluctuations, and the market prices of securities of technology companies have been highly volatile. These fluctuations are often unrelated to operating performance and may adversely affect the market price of our common stock. As a result, investors may not be able to resell their shares on a timely basis if at all, and may lose some or all of their investment.
Our common stock is subject to penny stock rules.
Our common stock is subject to the SEC regulations for “penny stock.” Penny stock includes any non-Nasdaq or other exchange listed equity security that has a market price of less than $5.00 per share, subject to certain exceptions. The regulations require that prior to any non-exempt buy/sell transaction in a penny stock; a disclosure schedule set forth by the SEC relating to the penny stock market must be delivered to the purchaser of such penny stock. This disclosure must include the amount of commissions payable to both the broker-dealer and the registered representative and current price quotations for the common stock. The regulations also require that monthly statements be sent to holders of penny stock, which disclose recent price information for the penny stock and information of the limited market for penny stocks. These requirements adversely affect the market liquidity of our common stock.
In addition, our common stock is subject to Rule 15g-1 through 15g-9 under the Exchange Act, which imposes certain sales practice requirements on broker-dealers who sell our common stock to persons other than established customers and “accredited investors” (generally, individuals with a net worth in excess of $1,000,000 (exclusive of the value of their primary residence) or annual incomes exceeding $200,000 individually, or $300,000 together with their spouse)). For transactions covered by this rule, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to the sale. This rule adversely affects the ability of broker-dealers to sell our common stock and purchasers of our common stock to sell their shares of such common stock.
None.
Our corporate offices and laboratory facilities are located at 22118 20th Ave SE, Suite 142, Bothell Washington, where we lease approximately 2,000 square feet of office space and 4,053 square feet of laboratory space. As of November 1, 2011 we entered into an amended lease agreement with the landlord to extend our lease through October 31, 2013. As of November 1, 2013, Neah has a holdover month-to-month agreement with the landlord at no change in monthly rent. (Please see Note 13 to our Notes to Consolidated Financial Statements). The average monthly rental payment including utilities and operating expenses for the facility is approximately $12,000 per month. We believe that the leased facility is in good condition and adequate to meet our current and anticipated requirements.
From time to time, we become subject to legal proceedings and other claims that arise in the ordinary course of business. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of legal proceedings are difficult to predict. An unfavorable resolution of one or more of these lawsuits would materially adversely affect our business, results of operations, or financial condition. The need to defend any such claims could require payments of legal fees and our limited financial resources could severely impact our ability to defend any such claims.
As of September 30, 2015 we remained a party to certain judgments and legal actions related to failure to pay outstanding invoices on Accounts Payable, representing a total liability of approximately $164,000 which is included in our financial statements as Accounts Payable. We continue to work with these vendors to negotiate and settle these debts, based on available cash resources.
Not applicable.
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Market Information
Our common stock trades on the Over-the-Counter Bulletin Board and the OTC Markets Group under the symbol “NPWZ.” Set forth below are the range of high and low closing transactions for the periods indicated as reported by NASDAQ. The market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.
| | High | | Low |
| Fiscal Year Ended September 30, 2014: | | | | | |
| First Quarter (October 1, 2013 – December 31, 2013) | $ | 0.0233 | | $ | 0.0040 |
| Second Quarter (January 1, 2014 – March 31, 2014) | $ | 0.0533 | | $ | 0.0080 |
| Third Quarter (April 1, 2014 – June 30, 2014) | $ | 0.0270 | | $ | 0.0149 |
| Fourth Quarter (July 1, 2014 –September 30, 2014) | $ | 0.0170 | | $ | 0.0100 |
| | | | | | |
| Fiscal Year Ended September 30, 2015: | | | | | |
| First Quarter (October 1, 2014 – December 31, 2014) | $ | 0.0115 | | $ | 0.0056 |
| Second Quarter (January 1, 2015 – March 31, 2015) | $ | 0.0100 | | $ | 0.0047 |
| Third Quarter (April 1, 2015 – June 30, 2015) | $ | 0.0082 | | $ | 0.0046 |
| Fourth Quarter (July 1, 2015 –September 30, 2015) | $ | 0.0054 | | $ | 0.0028 |
The last sale price of our common stock on December 16, 2015 was $0.0022. The source of the data is www.nasdaq.com.
Holders
As of December 12, 2015, there were approximately 408 holders of record of our common stock. This number does not include beneficial owners of common stock whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other fiduciaries.
Dividends
We have not paid any cash dividends to date and do not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of our business. There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, prohibit us from declaring dividends where, after giving effect to the distribution of the dividend: (i) we would not be able to pay our debts as they become due in the usual course of business; or (ii) our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution, unless otherwise permitted under our articles of incorporation.
Unregistered Sales of Equity Securities
The information below lists all of the securities we sold during the fiscal year that ended September 30, 2015, other than those sales previously reported in a Current Report on Form 8-K or a Quarterly Report on Form 10-Q, which were not registered under the Securities Act, including all sales of reacquired securities, as well as new issues, securities issued in exchange for property, services, or other securities, and new securities resulting from the modification of outstanding securities. No underwriting discounts or commissions were incurred in connection with any of the following transactions. Each of the transactions was conducted as a private placement, without the use of any general solicitation, and was exempt from registration under Section 4(2)a of the Securities Act.
All sales of equity securities have been previously reported in a Current Report on Form 8-K or a Quarterly Report for the period ending September 30, 2015.
The purchase and sale of shares of Common Stock pursuant to the Securities Agreement are being made pursuant to a private placement transaction exemption under Section 4(2)a of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder. The offering was not conducted in connection with a public offering and no public solicitation or advertisement was made or relied upon by the investors in connection with the offering.
As a smaller reporting company, we are not required to provide the information required by this item.
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Overview and Background
The following management’s discussion and analysis is intended to provide information necessary to understand our audited condensed consolidated financial statements and highlight certain other financial information, which in the opinion of management, will enhance a reader’s understanding of our financial condition, changes in financial condition, and results of operations. In particular, the discussion is intended to provide an analysis of significant trends and material changes in our financial condition and operating results during the year ended September 30, 2015, compared to the year ended September 30, 2014. Operating results for the year ended September 30, 2015 are not necessarily indicative of the results that may be expected for any future period. Investors should read the following discussion and analysis in conjunction with our audited financial statements and related notes for the year ended September 30, 2015.
We are developing two classes of fuel cells, one referred to as the PowerChip™ and the other as the BuzzCell™. The PowerChip™ is a silicon based fuel cell that uses traditional computer chip manufacturing to build the fuel cell. The BuzzCell™ product was developed during the last two years using some processing steps of the PowerChip™ technology and using polymeric materials for a lower cost, consumer oriented product. The PowerChip™ is targeted for applications (anaerobic) where the quality of the surrounding air is unpredictable or not available like diesel-fumes contaminated environments or underwater applications. The BuzzCell™ product uses air from the surrounding environment and is targeted for consumer-oriented and less aggressive applications for lower power ranges. The Company is also developing Formira™, a reformer platform for direct on-site generation of hydrogen gas. Customers will be able carry a liquid with a better safety profile and generate hydrogen gas at point of use rather than carrying high pressure hydrogen gas cylinders. Our technology and its applications have been validated both by our own research and customer results. We believe our fuel cells will outperform lithium ion batteries and other similar power sources, with longer run time, shorter recharge time, ease of portability, and other measures of performance. We anticipate that our fuel cell solution will be particularly beneficial in applications requiring the use of more than one battery because the user will only need to use a single fuel cell with a supply of smaller fuel cartridges, resulting in reduced overall size and weight.
We have an intellectual property portfolio consisting of 13 issued patents, 3 patent applications pending issuance, and 13 additional patent applications in process that are being developed and various trade secrets for our proprietary technology. We use a unique, patented and award winning, silicon-based design for our Powerchip™ micro fuel cells that enable higher power densities, lower cost and compact form-factors. The PowerChip™ technology has been recognized for both its innovativeness and its application potential from noted sources including the 2012 ZINO Green finalist, the 2010 WTIA finalist, 2010 Best of What’s New Popular Science and other awards.
Our business model includes the potential to license the manufacturing of our fuel cells or to purchase product directly from the Company. Previously, our business plan had an outsourced manufacturing business model, subcontracting to third parties substantially all of the production and assembly. The shift to emphasize a licensing strategy, while continuing an outsourced manufacturing model, is intended to further leverage existing third-party manufacturing capacity in the semiconductor industry. We also intend to design and distribute the fuel cartridges that these fuel cells require for refueling. We anticipate that we will generate future revenues from the sale and licensing of both fuel cartridges and the completed fuel cells. Our business plan contemplates that we will subcontract to third parties substantially all of the production and assembly of the fuel cells and fuel cartridges.
For the PowerChip™ technology, we are focusing our initial sales strategy on markets requiring anaerobic or low oxygen content environments, such as underwater, transportation, aerospace and military applications. Our product focus for fiscal 2016 will be directed to our business with the large US defense supplier and the proposal to the commercial aviation provider, as well as fuel cell range extenders for electric and other recreational vehicles. For the PowerChip™ and the BuzzBar™ suite of products, we will also continue to pursue adoption in the consumer markets. While the size of the consumer markets is very significant, the adoption cycle can be much longer than the other markets that we are currently focused on.
The deployment of our business strategy has been delayed during 2014 and 2015 by the availability of capital and our inability to raise sufficient capital to fund ongoing operations, sales and marketing and production. Assuming we are able to continue to obtain sufficient financing, we intend to focus on production and delivery of products to customers and sales efforts. We intend to continue to develop business relationships and demonstrate our technology to potential leading edge adopters.
Going Concern
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of our Company as a going concern. Since inception, we have reported net losses, including losses of $4,363,574 and $3,831,809 during the years ended September 30, 2015 and 2014, respectively, and we expect losses to continue in the near future as we grow our operations. At September 30, 2015, we have a working capital deficit of $1,802,938, and an accumulated deficit of $66,731,205. Net cash used by operating activities was $1,956,157 and $2,513,568 during the years ended September 30, 2015 and 2014, respectively. We have funded our operations through sales of our common and preferred stock, and short-term borrowings. In this regard, during the year ended September 30, 2015, we raised a net amount of $1,481,831 from our financing activities. These factors raise substantial doubt about our ability to continue as a going concern.
We require additional financing to execute our business strategy and to satisfy our near-term working capital requirements. Our operating expenses will use a significant amount of our cash resources. Our management intends to obtain additional financing to fund future operations and to provide additional working capital to further fund our growth. There is no assurance that such financing will be obtained in sufficient amounts necessary or on terms favorable or acceptable to us to meet our needs. In the event that we cannot obtain additional funds, on a timely basis or our operations do not generate sufficient cash flow, we may be forced to curtail our development or cease our activities.
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Recent Financing Activities
On May 7, 2014 we received an initial payment on a May 5, 2014 Securities Purchase Agreement with Inter-Mountain Capital Corporation LLC (“Inter-Mountain”), for the sale of a 5% Secured Convertible Promissory Note in the principal amount of $832,500, which includes legal expenses in the amount of $7,500 and a $75,000 original issue discount, for net proceeds of $750,000, consisting of $450,000 paid in cash at closing and two secured promissory notes payable to the Company, aggregating $300,000, bearing interest at the rate of 5% per annum. On March 9, 2015, the two secured promissory notes payable were paid by Inter-Mountain and the Company received proceeds in the amount of $300,000 and the note has been fully funded by Inter-Mountain.
On June 17, 2015 we received an initial payment on a June 16, 2015 Securities Purchase Agreement with Inter-Mountain, for the sale of a 5% Secured Convertible Promissory Note in the principal amount of $832,500, which includes legal expenses in the amount of $7,500 and a $75,000 original issue discount, for net proceeds of $750,000, consisting of $150,000 paid in cash at closing and four secured promissory notes payable to the Company, aggregating $600,000, bearing interest at the rate of 5% per annum. On July 31, 2015 one of the secured promissory notes was partially paid by Inter-Mountain and the Company received $50,000 and that note has a $100,000 remaining balance.
On December 5, 2014, we issued 5,244 shares of Series B Preferred Stock to Summit Trading Limited at a price per share of $1 and received gross proceeds of $5,244 under the terms of a Security Purchase Agreement
On December 18, 2014, we issued 13,258.10 shares of Series B Preferred Stock to Summit Trading Limited at a price per share of $1 and received gross proceeds of $13,258.10 under the terms of a Security Purchase Agreement
On February 6, 2015, we issued 22,428 shares of Series B Preferred Stock to Summit Trading Limited at a price per share of $1 and received gross proceeds of $22,428 under the terms of a Security Purchase Agreement
On February 12, 2015, we issued 49,207 shares of Series B Preferred Stock to Summit Trading Limited at a price per share of $1 and received gross proceeds of $49,207 under the terms of a Security Purchase Agreement
On February 23, 2015, we issued 48,181 shares of Series B Preferred Stock to Summit Trading Limited at a price per share of $1 and received gross proceeds of $48,181 under the terms of a Security Purchase Agreement
On March 09, 2015, we issued 35,099 shares of Series B Preferred Stock to Summit Trading Limited at a price per share of $1 and received gross proceeds of $35,099 under the terms of a Security Purchase Agreement
On March 16, 2015, we issued 21,571 shares of Series B Preferred Stock to Summit Trading Limited at a price per share of $1 and received gross proceeds of $21,571 under the terms of a Security Purchase Agreement
On March 24, 2015, we issued 26,168 shares of Series B Preferred Stock to Summit Trading Limited at a price per share of $1 and received gross proceeds of $26,168 under the terms of a Security Purchase Agreement
On April 6, 2015, we issued 34,400 shares of Series B Preferred Stock to Summit Trading Limited at a price per share of $1 and received gross proceeds of $34,400 under the terms of a Security Purchase Agreement
On April 8, 2015, we issued 43,488 shares of Series B Preferred Stock to Summit Trading Limited at a price per share of $1 and received gross proceeds of $43,488 under the terms of a Security Purchase Agreement
On May 6, 2015, we issued 8,050 shares of Series B Preferred Stock to Summit Trading Limited at a price per share of $1 and received gross proceeds of $8,050 under the terms of a Security Purchase Agreement
On May 15, 2015, we issued 14,639 shares of Series B Preferred Stock to Summit Trading Limited at a price per share of $1 and received gross proceeds of $14,639 under the terms of a Security Purchase Agreement
On May 28, 2015, we issued 75,000 shares of Series B Preferred Stock to Summit Trading Limited at a price per share of $1 and received gross proceeds of $75,000 under the terms of a Security Purchase Agreement
On May 29, 2015, we issued 25,000 shares of Series B Preferred Stock to Summit Trading Limited at a price per share of $1 and received gross proceeds of $25,000 under the terms of a Security Purchase Agreement
On June 5, 2015, we issued 44,498 shares of Series B Preferred Stock to Summit Trading Limited at a price per share of $1 and received gross proceeds of $44,498 under the terms of a Security Purchase Agreement
On June 15, 2015, we issued 26,829 shares of Series B Preferred Stock to Summit Trading Limited at a price per share of $1 and received gross proceeds of $26,829 under the terms of a Security Purchase Agreement
On July 24, 2015, we issued 25,300 shares of Series B Preferred Stock to Summit Trading Limited at a price per share of $1 and received gross proceeds of $25,300 under the terms of a Security Purchase Agreement
On August 13, 2015, we issued 3,600 shares of Series B Preferred Stock to Summit Trading Limited at a price per share of $1 and received gross proceeds of $3,600 under the terms of a Security Purchase Agreement
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On September 17, 2015, we issued 7,230 shares of Series B Preferred Stock to Summit Trading Limited at a price per share of $1 and received gross proceeds of $7,230 under the terms of a Security Purchase Agreement
On June 10, 2015, we issued 36,000 shares of Series B Preferred Stock to Sierra Trading Corp at a price per share of $1 and received gross proceeds of $36,000 under the terms of a Security Purchase Agreement.
On June 11, 2015, we issued 14,080 shares of Series B Preferred Stock to Sierra Trading Corp at a price per share of $1 and received gross proceeds of $14,080 under the terms of a Security Purchase Agreement.
On June 19, 2015, we issued 50,000 shares of Series B Preferred Stock to Sierra Trading Corp at a price per share of $1 and received gross proceeds of $50,000 under the terms of a Security Purchase Agreement.
On August 13, 2015, we issued 17,685 shares of Series B Preferred Stock to Sierra Trading Corp at a price per share of $1 and received gross proceeds of $17,685 under the terms of a Security Purchase Agreement.
On September 11, 2015, we issued 17,936 shares of Series B Preferred Stock to Sierra Trading Corp at a price per share of $1 and received gross proceeds of $17,936 under the terms of a Security Purchase Agreement.
Liquidity and Capital Resources
We used cash of $1,956,157 in our operating activities in the year ended September 30, 2015, compared to $2,513,568 in the same period in 2014. During the year ended September 30, 2015, our use of cash was offset by $1,521,055 for the payment of services with equity instruments and $606,364 by the amortization of certain debt discounts. We also incurred a non-cash gain of $303,646 related to losses on debt settlements. During the year ended September 30, 2015, we incurred changes in operating assets and liabilities of $ 312,188 that off set our use of cash.
We used $9,572 for investing activities related to fixed asset purchases and received $13,500 in proceeds from sales of fixed assets in the year ended September 30, 2015, compared to $44,458 and $64,327 respectively in the same period in 2014.
Our financing activities provided cash of $1,481,831 in the year ended September 30, 2015 compared to $2,954,488 in the same period in 2014. During the year ended September 30, 2015, we:
· sold Series B preferred stock and received net proceeds of $642,463; and
· received proceeds from convertible debentures, net of payments of principals, of $839,368
Results of Operations
Year Ended September 30, 2015, Compared to Year Ended September 30, 2014
Revenues for the years ended September 30, 2015 and 2014 were $196,073 and $1,787 respectively. In fiscal year 2015 revenue is predominately from a multi year development contract with a customer. Fiscal year 2014 consisted of sales of various BuzzBar and related products to individuals.
Research and development expenses (“R&D”) consist primarily of salaries and other personnel-related expenses, facilities costs, and other laboratory and research related expenses. Total R&D costs for the year ended September 30, 2015 increased by $20,572 to $1,320,837 from $1,300,265 for the same period in 2014. The increase was primarily due to increase in R&D salaries and wages of $199,382. All of the increase in R&D salaries and wages was due to increase in compensation paid with stock options or warrants and not due to additional employees. The increase in R&D salaries and wages was offset by, a decrease in project expenses of $153,706 and a decrease in facilities cost and depreciation expense of $25,104, due to a reduction in operating activities.
Marketing and sales expenses (“Marketing”) consist primarily of salaries and other personnel-related expenses, marketing, patent expenses, public relations consultants, and other related expenses to market products and prepare for placement of product into market. Total Marketing costs for the year ended September 30, 2015 increased by $466,814 to $1,290,499 from $823,685 for the same period in 2014. The increase was primarily due to increase in Marketing salaries, wages, benefits and stock compensation of $282,578 to $576,343 from $293,765, and an increase in marketing, patent expense, public relations consultants and other related expenses of $184,236 to $714,156 from $529,920 due to public relations and investor out reach programs.
General and administrative expenses (“G&A”) consist primarily of salaries and related expenses for our management, finance and related personnel, professional fees, such as accounting and legal, corporate insurance and facilities costs, and non-employee members of our board of directors. G&A expenses increased to $1,275,375 from $932,017 for the same period in 2014. The increase in G&A expense in the year ended September 30, 2015 of $343,358 was primarily due to the following:
· an increase in employee and director stock compensation expense of $278,112 to $508,338 from $230,226, recorded for the same period in 2014. The increase was due to the issuance of new warrants to the directors. The new warrants were issued and expensed to replace warrants that had expired for the directors.
· an increase in board compensation of $14,220 to $64,372 from $50,1524, recorded in the same period in 2014. The increase is due to the directors attendance to more board meeting in 2015, compared to 2014.
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· a decrease in other expenses of $67,435 to $52,387 from $119,822 recorded in the same period in 2014. The decrease is nearly all due to a reduction of facility expenses as there was less staff in 2015 compared to 2014, reduction in travel expenses of the directors and officers and reduction in donations.
· a decrease in salaries expense of $48,210 to $120,842 from $169,052 (including payroll taxes and benefits), recorded for the same period in 2014. Most of the salary expense is due to reduction of staffing in 2015, compared to 2014.
· an increase in professional services of $166,671 to $529,436 from $362,765, recorded for the same period in 2014. Most of the increase in professional services is due to the increase in legal and accounting expenses.
Interest expense increased by $569,307 for the year ended September 30, 2015 to $669,368 compared with $100,061 in the same period in fiscal 2014. The increase in the year ended September 30, 2015 compared with the same period in 2014 was primarily due to large increases costs associated with the amortization of debt discounts associated with obtaining new debt.
Financing costs increased $25,980 to $302,674 from $276,694, recorded in the same period in 2014. The increase in the year ended September 30, 2015 compared with the same period in 2014 was primarily due to increased costs of acquiring new debt in 2015.
Gain (Loss) on extinguishment of liabilities increased $706,779 to a gain of $303,646 from a loss of ($403,133), recorded in the same period in 2014. The increase in the year ended September 30, 2015 compared with the same period in 2014 was primarily due to a gain recorded in 2015, when liabilities were extinguished, compared to a loss recorded in 2014 for costs associated with increased share issuances necessary to settle debt with stock and warrants.
We are not certain how the current economic conditions may affect our business. Because of the global recession, government agencies and private industry may not have the funds to purchase its power systems. It may also be more difficult for us to raise capital in the current economic environment. Other than as discussed herein, the Company does not know of any material trends, events or uncertainties that may impact its operations in the future.
Critical Accounting Policies and Estimates
We prepare our Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses. Our critical accounting policies include revenue recognition, accounting for research and development costs, accounting for contingencies, accounting for income taxes, and accounting for share-based compensation. For a more detailed discussion on our accounting policies, see Note 2 to our Consolidated Financial Statements.
Revenue recognition
In general, we recognize revenue when we have persuasive evidence of an arrangement, the services/goods have been provided or delivered to the customer, the price is fixed and determinable, no significant unfulfilled obligations exist, and collectability is reasonably assured. Revenue from research and development arrangements is recognized either (a) as performance is estimated to be completed which is based on factors such as costs or direct labor hours of the project, or (b) using the milestone method if the contractual milestones in the arrangement are determined to be substantive. Each research and development arrangement is analyzed to determine the appropriate revenue recognition method to be utilized. Estimates of performance completion are reviewed on a periodic basis and are subject to change, and changes could occur in the near term. If an estimate is changed, revenue could be impacted significantly. Payments received in excess of amounts earned are recorded as deferred revenue. Revenue from the sale of products and prototypes is generally recognized after both the goods are shipped to the customer and acceptance has been received, if required. Our products are shipped complete and ready to be incorporated into higher-level assemblies by our customers. The terms of the customer arrangements generally pass title and risk of ownership to the customer at the time of shipment.
Research and development expense
Research and development costs are expensed as incurred.
Contingencies
Certain conditions may exist as of the date financial statements are issued, which may result in a loss but which will only be resolved when one or more future events occur or not occur. We assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to pending legal proceedings that are pending against us or unasserted claims that may result in such proceedings, we evaluate the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a liability has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in our consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable would be disclosed.
Income taxes
We account for income taxes using an asset and liability method which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that we expect to realize. We continue to provide a full valuation allowance to reduce our net deferred tax asset to zero, inasmuch as we have not determined that realization of deferred tax assets is more likely than not. Any provision for income taxes would represent the tax payable for the period and change during the period in net deferred tax assets and liabilities.
14
Table of Contents
Off-Balance Sheet Arrangements
As of September 30, 2015 we did not have any off-balance sheet arrangements.
As a smaller reporting company, we are not required to provide the information required by this item.
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is set forth in our Consolidated Financial Statements and Notes thereto beginning at page F-1 of this Annual Report on Form 10-K.
15
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Neah Power Systems, Inc.
Bothell, Washington
We have audited the accompanying consolidated balance sheets of Neah Power Systems, Inc. and Subsidiary ("the Company") as of September 30, 2015 and 2014, and the related consolidated statements of operations, stockholders' deficit, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Neah Power Systems, Inc. and Subsidiary, as of September 30, 2015 and 2014, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company had an accumulated deficit of $66,731,205 and a working capital deficit of $1,802,938 at September 30, 2015. Additionally, net cash used in operating activities was $1,956,157 for the year ended September 30, 2015, and the Company has experienced recurring net losses since inception. This raises substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding this matter are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/S/ PETERSON SULLIVAN LLP
Seattle, Washington
January 13, 2016
F-1
Table of Contents
| NEAH POWER SYSTEMS, INC. CONSOLIDATED BALANCE SHEETS | |
| |
| | | | | | | |
| | | | | | | |
| ASSETS | September 30, 2015 | | September 30, 2014 | |
| | | | | | | |
| Current Assets | | | | | | |
| Cash & cash equivalents | $ | 4,737 | | $ | 475,135 | |
| Restricted cash | | 10,000 | | | 10,000 | |
| Note receivable, net of allowance for uncollectable accounts of $52,347 | | - | | | - | |
| Accounts receivable | | - | | | 6,300 | |
| Prepaid expenses and other current assets | | 63,696 | | | 165,108 | |
| Deferred loan fees | | 142,061 | | | 23,125 | |
| Total current assets | | 220,494 | | | 679,668 | |
| | | | | | | |
| Property and equipment, net | | 70,203 | | | 83,511 | |
| | | | | | | |
| Total assets | $ | 290,697 | | $ | 763,179 | |
| | | | | | | |
| LIABILITIES AND STOCKHOLDER'S DEFICIT | | | | | | |
| | | | | | | |
| Current liabilities | | | | | | |
| Accounts payable | $ | 344,484 | | $ | 729,297 | |
| Accrued compensation and related expenses | | 719,540 | | | 528,387 | |
| Other liabilities | | 98,583 | | | 89,733 | |
| Notes payable and accrued interest, net of discount of $72,255 and $48,385, respectively | | 860,825 | | | 464,479 | |
| Total current liabilities | | 2,023,432 | | | 1,811,896 | |
| | | | | | | |
| Commitments and contingencies (see note 13) | | | | | | |
| | | | | | | |
| Stockholders' deficit | | | | | | |
| Preferred stock $0.001 par value: 5,000,000 shares authorized Series B convertible: 2,222,022 shares designated, 1,203,576 and 1,314,988 shares issued and outstanding, respectively | | 1,204 | | | 1,315 | |
| Common stock $0.001 par value, 1,800,000,000 shares authorized, 1,286,829,462 and 966,107,350 shares issued and outstanding, respectively | | 1,286,829 | | | 966,107 | |
| Additional paid-in-capital | | 63,710,437 | | | 60,351,492 | |
| Accumulated deficit | | (66,731,205) | | | (62,367,631) | |
| | | | | | | |
| Total stockholders' deficit | | (1,732,735) | | | (1,048,717) | |
| | | | | | | |
| Total liabilities and stockholders' deficit | $ | 290,697 | | $ | 763,179 | |
See Notes to Consolidated Financial Statements
F-2
| NEAH POWER SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS | |
| |
| | | | | | | |
| | | | | | | |
| | For the year ended September 30, | |
| | 2015 | | 2014 | |
| | | | | | | |
| Revenues | $ | 196,073 | | $ | 1,787 | |
| Cost of revenues | | 11,740 | | | 1,730 | |
| | | | | | | |
| Gross profit | | 184,333 | | | 57 | |
| | | | | | | |
| Operating expenses | | | | | | |
| Research and development expense | | 1,320,837 | | | 1,300,265 | |
| Marketing and sales expense | | 1,290,499 | | | 823,685 | |
| General and administrative expense | | 1,275,375 | | | 932,017 | |
| | | | | | | |
| Total operating expenses | | 3,886,711 | | | 3,055,967 | |
| | | | | | | |
| Loss from operations | | (3,702,378) | | | (3,055,910) | |
| | | | | | | |
| Other income (expense) | | | | | | |
| Financing costs | | (302,674) | | | (276,694) | |
| Interest expense | | (669,368) | | | (100,061) | |
| Gain (loss) on sale of equipment | | 13,500 | | | (2,011) | |
| Gain (Loss) on extinguishment of liabilities, net | | 303,646 | | | (403,133) | |
| Other income (expense) | | (6,300) | | | 6,000 | |
| | | | | | | |
| Net loss | $ | (4,363,574) | | $ | (3,831,809) | |
| | | | | | | |
| Net loss per share | | | | | | |
| Basic and diluted loss per common share | $ | (0.00) | | $ | (0.00) | |
| | | | | | | |
| Weighted average shares used to compute net loss per share | | | | | | |
| Basic and diluted weighted average common shares outstanding | | 1,060,777,052 | | | 896,518,105 | |
| | | | | | | |
See Notes to Consolidated Financial Statements
F-3
| NEAH POWER SYSTEMS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS | |
| |
| | | | | | | |
| | For the year ended September 30, | |
| | 2015 | | 2014 | |
| | | | | | | |
| Cash flows from operating activities: | | | | | | |
| Net loss | $ | (4,363,574) | | $ | (3,831,809) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | |
| Depreciation | | 22,881 | | | 3,910 | |
| Amortization of debt discount | | 606,364 | | | 81,194 | |
| Expense from financing costs paid in equity and debt issuance | | 255,775 | | | 104,569 | |
| Stock-based compensation expense from options, warrants, and shares issued for services | | 1,521,055 | | | 690,395 | |
| Bad debt allowance | | 6,300 | | | (6,000) | |
| Loss(Gain) on extinguishment of liabilities, net | | (303,646) | | | 403,133 | |
| Loss (gain) on sale of equipment | | (13,500) | | | 2,011 | |
| Non-cash charitable donations of fixed assets and stock | | | | | 35,947 | |
| Changes in operating assets and liabilities | | | | | | |
| Prepaid expenses and other current assets | | 101,412 | | | (34,692) | |
| Accounts payable | | (51,167) | | | (10,387) | |
| Accrued compensation and related expense | | 191,153 | | | 33,025 | |
| Accrued interest and other liabilities | | 70,790 | | | 15,136 | |
| Net cash used in operating activities | | (1,956,157) | | | (2,513,568) | |
| Cash flows from investing activities | | | | | | |
| Proceeds from sale of equipment | | 13,500 | | | 64,327 | |
| Purchases of equipment | | (9,572) | | | (44,458) | |
| Change in restricted cash | | | | | (10,000) | |
| Collection of note receivable | | - | | | 6,000 | |
| Net cash provided by investing activities: | | 3,928 | | | 15,869 | |
| Cash flows from financing activities: | | | | | | |
| Proceeds from sale of common stock | | - | | | 1,200,000 | |
| Proceeds from notes payable, net | | 907,500 | | | 570,000 | |
| Proceeds from sale of preferred stock | | 642,463 | | | 1,314,988 | |
| Proceeds from warrant exercise | | - | | | 2,000 | |
| Principal payments on notes payable | | (68,132) | | | (132,500) | |
| Net cash provided by financing activities | | 1,481,831 | | | 2,954,488 | |
| Net change in cash and cash equivalents | | (470,398) | | | 456,789 | |
| Cash and cash equivalents, beginning of year | | 475,135 | | | 18,346 | |
| Cash and cash equivalents, end of year | $ | 4,737 | | $ | 475,135 | |
| | | | | | | |
| Supplemental cash flow information | | | | | | |
| Cash paid for interest | $ | 1,243 | | $ | 5,647 | |
| Cash paid for income taxes | $ | - | | $ | - | |
| | | | | | | |
| Noncash investing and financing activities | | | | | | |
| Shares and warrants issued in connection with settlement of liabilities and conversion of convertible notes | $ | 561,093 | | $ | 597,278 | |
| Shares issued in connection with an asset purchase agreement | $ | - | | $ | 120,633 | |
| Discount (including beneficial conversion feature) on notes payable | $ | 630,233 | | $ | 91,671 | |
| Original issue discount on notes payable issued | $ | 50,000 | | $ | 45,000 | |
| Warrants issued as loan fee | $ | 288,712 | | $ | - | |
| Accounts payable converted to debt | $ | 30,000 | | $ | - | |
| | | | | | | |
| See Notes to Condensed Consolidated Financial Statements | |
F-4
| NEAH POWER SYSTEMS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT For the year ended September 30, 2015 | |
| |
|
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | Preferred stock | | | | | | | | | | | | | | Total | |
| | Series B Preferred Stock | | Common stock | | Additional paid-in capital | | | Accumulated | | | Stockholders' | |
| | Shares | | Amount | | Shares | | | Amount | | | | Deficit | | | Deficit | |
| Balances at September 30, 2013 | | 286,700 | | $ | 287 | | 766,991,327 | | $ | 766,991 | | $ | 56,422,602 | | $ | (58,535,822) | | $ | (1,345,942) | |
| Issuance of common stock in settlement of liabilities | | | | | | | 18,545,595 | | | 18,546 | | | 521,454 | | | | | | 540,000 | |
| Issuance of common stock on conversion of notes payable | | | | | | | 15,353,144 | | | 15,353 | | | 41,925 | | | | | | 57,278 | |
| Issuance of common stock and warrants for services | | | | | | | 5,673,346 | | | 5,673 | | | 143,381 | | | | | | 149,055 | |
| Issuance of common stock for cash | | | | | | | 33,333,333 | | | 33,333 | | | 466,667 | | | | | | 500,000 | |
| Issuance of common stock for funding and asset purchase | | | | | | | 60,100,000 | | | 60,100 | | | 760,533 | | | | | | 820,633 | |
| Issuance of common stock in connection with fees associated with note payable issues | | | | | | | 7,294,748 | | | 7,295 | | | 89,774 | | | | | | 97,068 | |
| Issuance of common stock for donation | | | | | | | 937,500 | | | 938 | | | 14,063 | | | | | | 15,000 | |
| Exercise of warrants | | | | | | | 1,612,204 | | | 1,612 | | | 388 | | | | | | 2,000 | |
| Stock-based compensation - options | | | | | | | | | | | | | 541,341 | | | | | | 541,341 | |
| Issuance of Series B Preferred Stock | | 1,314,988 | | | 1,315 | | | | | | | | 1,313,673 | | | | | | 1,314,988 | |
| Conversion of Series B Preferred Stock to common stock | | (286,700) | | | (287) | | 56,266,153 | | | 56,266 | | | (55,979) | | | | | | - | |
| Beneficial conversion feature on convertible debt issued | | | | | | | | | | | | | 91,671 | | | | | | 91,671 | |
| Net loss for the year ended September 30, 2014 | | | | | | | | | | | | | | | $ | (3,831,809) | | | (3,831,809) | |
| Balances at September 30, 2014 | | 1,314,988 | | $ | 1,315 | | 966,107,350 | | $ | 966,107 | | $ | 60,351,492 | | $ | (62,367,631) | | $ | (1,048,717) | |
| | | | | | | | | | | | | | | | | | | | | |
| Issuance of common stock on conversion of notes payable and accrued interest | | | | | | | 152,134,000 | | | 152,134 | | | 408,959 | | | | | | 561,093 | |
| Issuance of common stock and warrants for services | | | | | | | 6,646,113 | | | 6,646 | | | 1,213,343 | | | | | | 1,219,989 | |
| Issuance of common stock and warrants in connection with fee associated with note payable issues | | | | | | | 5,931,818 | | | 5,932 | | | 318,780 | | | | | | 324,712 | |
| Warrants issued in connection with note payable | | | | | | | | | | | | | 208,000 | | | | | | 208,000 | |
| Stock-based compensation - options | | | | | | | | | | | | | 301,066 | | | | | | 301,066 | |
| Issuance of Series B Preferred Stock | | 642,462 | | | 642 | | | | | | | | 641,821 | | | | | | 642,463 | |
| Conversion of Series B Preferred Stock to common stock | | (753,874) | | | (754) | | 156,010,181 | | | 156,010 | | | (155,256) | | | | | | - | |
| Beneficial conversion feature on convertible debt issued | | | | | | | | | | | | | 422,233 | | | | | | 422,233 | |
| Net loss for the year ended September 30, 2015 | | | | | | | | | | | | | | | $ | (4,363,574) | | | (4,363,574) | |
| Balances at September 30, 2015 | | 1,203,576 | | $ | 1,204 | | 1,286,829,462 | | $ | 1,286,829 | | $ | 63,710,437 | | $ | (66,731,205) | | $ | (1,732,735) | |
| | | | | | | | | | | | | | | | | | | | | |
See Notes to Consolidated Financial Statements
F-5
Table of Contents
NEAH POWER SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 –Description of business
Organization
Our Company was incorporated in the State of Nevada in 2001, as Neah Power Systems, Inc., and together with its subsidiary, is referred to as the “Company”, “we”, “us”, or “our”.
Business
We are engaged in the development and sale of renewable energy solutions using our direct methanol micro fuel cell technology, our formic acid fuel cell technology and our reformer technology. Our fuel cells are designed to replace existing rechargeable battery technology in a variety of applications and can run in either aerobic or anaerobic modes. We are developing solutions specifically targeted for the military, transportation vehicles, and portable electronics applications. Our long-lasting, efficient and safe power solutions include devices, such as notebook PCs, military radios, and other power-hungry computer, entertainment and communications products. We use a unique patented, silicon-based design for our micro fuel cells that create higher power densities and enables lighter-weight, smaller form-factors, and will potentially create more cost effective manufacturing and potentially lower product costs.
We are developing two classes of fuel cells, one referred to as the PowerChip™ and the other as the BuzzCell™ product. The PowerChip™ is a silicon based fuel cell that uses traditional computer chip manufacturing to build the fuel cell. The BuzzCell™ product was developed during the last two years using some processing steps of the PowerChip™ technology and using polymeric materials for a lower cost, consumer oriented product. The PowerChip™ is targeted for applications (anaerobic) where the quality of the surrounding air is unpredictable or not available like diesel-fumes contaminated environments or underwater applications. The BuzzCell™ product uses air from the surrounding environment and is targeted for consumer-oriented and less aggressive applications for lower power ranges. The Company is also developing Formira HOD™, a reformer platform for direct on-site generation of hydrogen gas. Customers will be able carry a liquid with a better safety profile and generate hydrogen gas at point of use rather than carrying high pressure hydrogen gas cylinders.
Our laboratory facilities and corporate office are located in Bothell, Washington.
Note 2 –Summary of significant accounting policies
Use of estimates in the preparation of consolidated financial statements
Preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The more significant accounting estimates inherent in the preparation of our consolidated financial statements include estimates as to the valuation of equity related instruments and valuation allowance for deferred income tax assets.
Consolidation
The consolidated financial statements include the accounts of the Company and our wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated.
F-6
Table of Contents
NEAH POWER SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Cash and cash equivalents and restricted cash
We consider all highly liquid investments purchased with maturities of three months or less to be cash equivalents. We place our cash balances with high credit quality financial institutions. At times, such balances may be in excess of the FDIC insurance limit. Restricted cash is reported separately and not reported as cash and cash equivalents. Restricted cash is reserved as collateral against a bank issued company credit card.
Accounts Receivable
In the normal course of business, we decide to extend credit to certain customers without requiring collateral or other security interests. Management reviews its accounts receivable at each reporting period to provide for an allowance against accounts receivable for an amount that could become uncollectible. This review process may involve the identification of payment problems with specific customers. Periodically we estimate this allowance based on the aging of the accounts receivable, historical collection experience, and other relevant factors, such as changes in the economy and the imposition of regulatory requirements that can have an impact on the industry. These factors continuously change, and can have an impact on collections and our estimation process.
Contingencies
Certain conditions may exist as of the date financial statements are issued, which may result in a loss but which will only be resolved when one or more future events occur or do not occur. We assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to pending legal proceedings that are pending against us or unasserted claims that may result in such proceedings, we evaluate the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a liability has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in our consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable would be disclosed.
Fair value of financial instruments
The carrying value of cash and cash equivalents approximate their fair value (determined based on level 1 inputs in the fair value hierarchy) based on the short-term nature of these financial instruments. The carrying values of the note receivable, before allowance, and notes payable and accrued interest approximate their fair value (determined based on level 3 inputs in the fair value hierarchy) because interest rates approximate market interest rates.
Property and equipment
Property and equipment is stated at cost. Additions and improvements that significantly add to the productive capacity or extend the life of an asset are capitalized. Maintenance and repairs are expensed as incurred. Depreciation is computed using the straight-line method over three to five years. Leasehold improvements are amortized over the lesser of the estimated remaining useful life of the asset or the remaining lease term.
F-7
Table of Contents
NEAH POWER SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Impairment of long-lived assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows that we expect to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. We have not recognized any impairment.
Income taxes
We account for income taxes using an asset and liability method which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that we expect to realize. We continue to provide a full valuation allowance to reduce our net deferred tax asset to zero, inasmuch as we have not determined that realization of deferred tax assets is more likely than not. Any provision for income taxes would represent the tax payable for the period and change during the period in net deferred tax assets and liabilities.
Debt discount
We record the value of original issue discounts associated with notes payable on issuance and the recognized value of beneficial conversion feature of debt securities as a debt discount, which is presented net of related notes payable on the consolidated balance sheets and amortized as an adjustment to interest expense over the borrowing term.
Deferred Loan Fees
Deferred loan fees consist of fees associated with obtaining or restructuring existing debt. These fees are amortized over the term of the related debt using the effective interest method.
Research and development expense
Research and development costs are expensed as incurred.
Share based compensation
We use the Black-Scholes-Merton option pricing model as our method of valuation for stock-based option and warrant awards. Stock-based compensation expense is based on the value of the portion of the stock-based award that will vest during the period, adjusted for expected forfeitures. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual or updated results differ from our current estimates, such amounts will be recorded in the period the estimates are revised. The Black-Scholes-Merton option pricing model requires the input of highly subjective assumptions, and other reasonable assumptions could provide differing results. Our determination of the fair value of stock-based awards on the date of grant using an option pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected life of the award and expected stock price volatility over the term of the award. Stock-based compensation expense is recognized on a straight-line basis over the applicable vesting period (deemed the requisite service period) based on the fair value of such stock-based awards on the grant date.
F-8
NEAH POWER SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Revenue recognition
In general, we recognize revenue when we have persuasive evidence of an arrangement, the services/goods have been provided or delivered to the customer, the price is fixed and determinable, no significant unfulfilled obligations exist, and collectability is reasonably assured. Revenue from research and development arrangements is recognized either (a) as performance is estimated to be completed which is based on factors such as costs or direct labor hours of the project, or (b) using the milestone method if the contractual milestones in the arrangement are determined to be substantive. Each research and development arrangement is analyzed to determine the appropriate revenue recognition method to be utilized. Estimates of performance completion are reviewed on a periodic basis and are subject to change, and changes could occur in the near term. If an estimate is changed, revenue could be impacted significantly. Payments received in excess of amounts earned are recorded as deferred revenue. Revenue from the sale of products and prototypes is generally recognized after both the goods are shipped to the customer and acceptance has been received, if required. Our products are shipped complete and ready to be incorporated into higher-level assemblies by our customers. The terms of the customer arrangements generally pass title and risk of ownership to the customer at the time of shipment.
$172,285 of revenue for the year ended September 30, 2015, was from one customer located in India.
Reclassifications
Certain prior year amounts have been reclassified to conform with the current year presentation. There has been no impact on previously reported net income (loss) or shareholders’ deficit from such reclassifications.
Recent accounting pronouncements
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers: Topic 606 (ASU 2014-09), to supersede nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for the fiscal and interim reporting periods beginning after December 15, 2017 using either of two methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (ii) retrospective with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU 2014-09. Management is currently evaluating the impact of the Company's pending adoption of ASU 2014-09 on its consolidated financial statements. The effective date of ASU 2014-09 was delayed one year, changed from December 15, 2016 to December 15, 2017 by the FASB in July 2015 although entities can still elect to adopt beginning during fiscal reporting periods, beginning after December 15, 2016.
F-9
NEAH POWER SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15), which provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 will be effective for the year ended September 30, 2017, with early adoption permitted. The Company is currently evaluating the impact of its pending adoption of ASU 2014-15 on its consolidated financial statements.
In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03), which requires 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 that debt liability, consistent with debt discounts. ASU 2015-03 will be effective for the year ended September 30, 2017, with early adoption permitted. The Company is currently evaluating the impact of its pending adoption of ASU 2015-03 on its consolidated financial statements.
Note 3 –Going concern
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of our Company as a going concern. Since inception, we have reported net losses, including losses of $4,363,574 and $3,831,809 during the years ended September 30, 2015 and 2014, respectively, and we expect losses to continue in the near future as we grow our operations. At September 30, 2015, we have a working capital deficit of $1,802,938, and an accumulated deficit of $66,731,205. Net cash used by operating activities was $1,956,157 and $2,513,568 during the years ended September 30, 2015 and 2014, respectively. We have funded our operations through sales of our common and preferred stock, and short-term borrowings. In this regard, during the year ended September 30, 2015, we raised a net amount of $1,481,831 from our financing activities. These factors raise substantial doubt about our ability to continue as a going concern.
We require additional financing to execute our business strategy and to satisfy our near-term working capital requirements. Our operating expenses will use a significant amount of our cash resources. Our management intends to raise additional financing to fund future operations and to provide additional working capital to further fund our growth. There is no assurance that such financing will be obtained in sufficient amounts necessary or on terms favorable or acceptable to us to meet our needs. In the event that we cannot obtain additional funds, on a timely basis or our operations do not generate sufficient cash flow, we may be forced to curtail our development or cease our activities.
The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classifications of liabilities that may result from the outcome of this uncertainty.
F-10
NEAH POWER SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 4 –Net loss per share
Basic and diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Common stock equivalents for 2015 and 2014 are excluded as the effect would be anti-dilutive due to our net losses. The following numbers of shares have been excluded from net loss per share computations for the fiscal years ending September 30, 2015 and 2014, respectively:
| Shares | 2015 | 2014 |
| Convertible preferred stock | 546,696,939 | 165,617,183 |
| Convertible debt | 364,953,649 | 66,365,107 |
| Common stock options (see note 11) | 232,446,007 | 236,096,007 |
| Common stock purchase warrants (see note 11) | 477,542,486 | 368,585,978 |
| | | |
All of the convertible preferred stock issued is convertible solely at the Company’s option. Convertible debt payments are either 1) to be made in cash or in converted shares at the Company’s option or 2) not convertible due to an extension of the note term. While exercisable, all of the common stock options exercise prices exceed the current market price for common stock. As of September 30, 2015, warrants exercisable into 341,263,225 shares of common stock are not exercisable until the Company’s authorized shares of common stock are increased by shareholder approval which is anticipated for late January 2016.
Note 5 –Property and equipment
Property and equipment consisted of the following at September 30, 2015 and 2014, respectively:
| | September 30, 2015 | | September 30, 2014 |
| Laboratory equipment | $ | 1,149,219 | | $ | 1,229,716 |
| Computer hardware and software | | 213,376 | | | 213,376 |
| Leasehold improvements | | 579,641 | | | 579,641 |
| Total property and equipment | $ | 1,942,236 | | $ | 2,022,733 |
| Accumulated depreciation and amortization | | (1,872,033) | | | (1,939,222) |
| Net property and equipment | $ | 70,203 | | $ | 83,511 |
Note 6 – Note receivable
In May 2011, we announced that we had signed a non-binding letter of intent to acquire privately-held Exigent Security Products, Inc. (“Exigent”). We have since discontinued our efforts to consummate this acquisition and we have terminated this letter of intent. During the year ended September 30, 2011 and in conjunction with the acquisition efforts, we advanced $47,500 to Exigent pursuant to a note receivable due in June 2012, which bears interest at 10% per annum and is collateralized by certain technology. The total principal and interest due has been fully reserved as of September 30, 2015 and 2014, and we have ceased accruing interest.
Note 7 – Prepaid Expenses and Other Current Assets
Prepaid Expenses and Other Current Assets consist of the following at September 30, 2015 and 2014, respectively:
| Prepaid Assets | 2015 | | 2014 |
| Consulting Services | | - | | $ | 28,645 |
| Insurances | $ | 14,904 | | | 8,610 |
| Deposits | | 23,298 | | | 33,814 |
| Advanced Payments on Manufactured Product | | 13,143 | | | 81,997 |
| Other | | 12,351 | | | 12,042 |
| Total | $ | 63,696 | | $ | 165,108 |
The prepaid consulting services are related to various investor relations and marketing agreements for services related to various business and related matters.
F-11
NEAH POWER SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 8 – Accrued compensation due executive officers and board of directors
Due to working capital limitations, we have deferred payments of compensation to our Chief Executive Officer and former Chief Financial Officer, our Acting Principal Financial Officer and to members of our Board of Directors, which are included in accrued compensation and related expenses in the accompanying consolidated balance sheets. Accrued compensation due to executive officers and board of directors consisted of the following:
| | September 30, 2015 | | September 30, 2014 |
| Due to officers | $ | 475,972 | | $ | 341,541 |
| Due to directors | | 184,821 | | | 120,424 |
| Total | $ | 660,793 | | $ | 461,965 |
Of the balance of $719,540 and $528,387 in accrued compensation and related expenses in the consolidated balance sheets at September 30, 2015 and 2014, $57,803 and $64,133 respectively is related to accrued paid time off and to accrued payroll taxes on deferred compensation. Included in the $475,972 and $341,541 Due to officers at September 31, 2015 and 2014 respectively, is $170,139 and $113,489 owed to Advanced Materials Advisory LLC (see note 14).
Note 9 – Other liabilities
Other liabilities consisted of the following:
| | September 30,
2015 | | September 30,
2014 |
| Other accrued expenses | $ | 98,583 | | $ | 69,489 |
| Deferred revenue | | - | | | 20,244 |
| Total | $ | 98,583 | | $ | 89,733 |
Note 10 – Notes payable
Notes payable and accrued interest consisted of the following:
| | September 30,
2015 | | September 30, 2014 |
| Convertible debentures | $ | 888,510 | | $ | 502,500 |
| Accrued interest | | 44,570 | | | 10,364 |
| Debt discount | | (72,255) | | | (48,385) |
| Total | $ | 860,825 | | $ | 464,479 |
F-12
NEAH POWER SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Settlement of Notes Payable
In October 2013, we issued a convertible promissory note to an investor in the amount of $20,000 for net proceeds of $19,000. The note bore interest at a rate of 6% per annum and had a maturity date of September 30, 2014. The Company recorded beneficial conversion feature in the amount of $14,965 for this note, which has been amortized to interest expense in the year ended September 30, 2014. In April 2014, the note holder converted the $20,000 note in full into 1,504,139 shares of common stock.
During the year ended September 30, 2014, one of our convertible note holders converted the remaining balance of $38,274 plus interest into 14,068,600 share of common stock. The Company amortized the remaining beneficial conversion feature in the amount of $23,427 to interest expense in our consolidated statement of operations for the year ended September 30, 2014.
In October 2013 we received $100,000 under two security purchase agreements together with two 18% senior debentures. The debentures were to be paid back if the Company raises in excess of $265,000 in debt or equity financing. The debentures carried a minimum interest amount equal to $2,250 each. In December 2013 the Company paid $52,250 to each of the holders in full payment of the notes and also issued 1,978,143 shares of common stock each per the agreement. We recorded $37,980 to finance charges for this stock issuance in our consolidated statement of operations for the year ended September 30, 2014.
In December 2013 we exercised the Company’s right to prepay a convertible note of $32,500. The note bore interest at a rate of 8% per annum and included a prepayment penalty of 50%.The Company recorded $16,250 in prepayment penalties to finance charges in our consolidated statement of operations for the year ended September 30, 2014, and amortized the remaining beneficial conversion feature of $14,481 to interest expense in our consolidated statement of operations for the year ended September 30, 2014. The note has been returned “paid-in-full”.
In March 2014 the Company and one of its note holders agreed to convert a $100,000 note plus interest of $5,742 dated July 1, 2013, into 17,000,000 shares of common shares with a fair value of $510,000. We recorded $404,258 to loss on extinguishment of liabilities in our consolidated statement of operations for the year ended September 30, 2014 for this conversion.
F-13
NEAH POWER SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Issuance of Convertible Promissory Notes – Inter-Mountain
On May 7, 2014 we received an initial payment on a May 5, 2014 Securities Purchase Agreement with Inter-Mountain Capital Corporation LLC (“Inter-Mountain”), for the sale of a 5% Secured Convertible Promissory Note in the principal amount of $832,500, which includes legal expenses in the amount of $7,500 and a $75,000 original issue discount, for net proceeds of $750,000, consisting of $450,000 paid in cash at closing in May 2014 with the remaining amount of $300,000 funded in March 2015. The outstanding balance of this note in our consolidated balance sheets at September 30, 2015, and September 30, 2014, is $231,010 and $502,500, respectively. The note bears interest at the rate of 5% per annum. All interest and principal must be repaid on or prior to October 7, 2015. The note, as amended, is convertible into common stock at the lesser of $0.05 per share or 75% (the “Conversion Factor”) of the average of the three (3) lowest VWAPs in the twenty (20) Trading Days immediately preceding the applicable Conversion (the “Market Price”), provided that if at any time the average of the three (3) lowest VWAPs in the twenty (20) Trading Days immediately preceding any date of measurement is below $0.01, then in such event the Conversion Factor shall be reduced to 70% for all future Conversions. The Company has the option to prepay the note at the rate of 125%. The note was purchased by another lender in December 2015 (see Note 15).
We recorded beneficial conversion feature in the amount of $76,706 for the funding paid at initial closing in May of 2014, and an additional $135,178 for the amount funded in March 2015. During the years ended September 30, 2015 and 2014, we have amortized $178,539 and $28,321 respectively, to interest expense for these notes in our consolidated statements of operations. During the twelve months ended September 30, 2015, the Company opted to convert $561,093, of principal and interest into 152,134,000 shares of common stock. On conversion, we recorded a reduction to accrued interest of $27,735, and a reduction to notes payable in the amount of $533,358. The Company also opted to pay one installment of $69,375 in cash and recorded a reduction to accrued interest of $1,243, and a reduction to notes payable in the amount of $68,132.
On June 17, 2015 we received an initial payment on a June 16, 2015 Securities Purchase Agreement with Inter-Mountain, for the sale of a 5% Secured Convertible Promissory Note in the principal amount of $832,500, which includes legal expenses in the amount of $7,500 and a $75,000 original issue discount, for net proceeds of $750,000, consisting of $150,000 paid in cash at closing and four secured promissory notes payable to the Company, aggregating $600,000, bearing interest at the rate of 5% per annum. On July 31, 2015 one of the secured promissory notes was partially paid and the company received $50,000 and that note has a $100,000 remaining balance. We are carrying the net value of these notes on our consolidated balance sheet at September 30, 2015, in the amount of $227,500. The note bears interest at the rate of 5% per annum. All interest and principal must be repaid on or prior to September 15, 2016. The note is convertible into common stock at the lesser of $0.05 per share or 75% (the “Conversion Factor”) of the average of the three (3) lowest VWAPs in the twenty (20) Trading Days immediately preceding the applicable Conversion (the “Market Price”), provided that if at any time the average of the three (3) lowest VWAPs in the twenty (20) Trading Days immediately preceding any date of measurement is below $0.01, then in such event the Conversion Factor shall be reduced to 70% for all future Conversions. The Company has the option to prepay the note at the rate of 125%. The note was purchased by another lender in December 2015 (see Note 15).
We recorded beneficial conversion feature in the amount of $95,056 for this note during the year ended September 30, 2015. During the year ended September 30, 2015, we have amortized $27,825 to interest expense in our consolidated statements of operations.
F-14
NEAH POWER SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Convertible Promissory Note- Rich Niemiec
In December 2014, we issued a convertible promissory note to Rich Niemiec in the amount of $400,000 and warrants to purchase 50,000,000 shares of our common stock at the price of $0.008 per share, subject to adjustment, for proceeds of $400,000. The note is interest bearing at a rate of 10% per annum and had a maturity date of June 18, 2015. The Conversion Price per share of Common Stock shall be the lower of (A) the 10-day trailing volume weighted average price of the Borrower’s Common Stock, calculated at time of conversion, or (B) $0.008 (“Fixed Price Component”) subject to adjustment. The Fixed Price Component of the Conversion Price will be subject to adjustments during the period that the Note is outstanding. Each adjustment shall be at the Holder’s election, using the 10-day trailing volume weighted average bid price of the Borrower’s Common Stock at the time of such election (the “New Reference Price”). If the New Reference Price is less than the existing Fixed Price Component of the Conversion Price, then the New Reference Price shall be used as the new Fixed Price Component of the Conversion Price subject to a floor of $0.003 per share. This convertible promissory note is senior to all existing debt of the Borrower and is subordinate to any future line of credit backed by the Borrower’s accounts receivable and inventory. This convertible note is un-perfected but secured by the assets of the Borrower. Such security interest will be effected upon an Event of Default. The Company recorded a debt discount related to the value of the warrants in the amount of $208,000. The debt discount amount recorded related to the warrants was determined based on the relative fair value of the note payable and the warrants. The fair value of the warrants was determined using the Black-Scholes-Merton model. The Company also recorded a debt discount related to a beneficial conversion feature in the amount of $192,000 for this note. The total debt discount of $400,000 has been fully amortized to interest expense in our consolidated statement of operations for the year ended September 30, 2015.
On June 19, 2015, the Company opted for an automatic extension of the maturity date of the Note of six months to December 19, 2015 under the terms of the original agreement. Per these terms, the interest rate increased from 10% per annum to 18% on the outstanding principal balance, and the Company issued a warrant to purchase an additional 52,493,151 shares of common stock at an exercise price of $0.008 per share, pursuant to the terms of the agreement. The fair value of the warrant of $288,712 was determined using the Black-Sholes-Merton model and is being amortized to expense over the amended term of the debt with $160,397 amortized to financing costs in our consolidated statement of operations for the year ended September 30, 2015. Subsequent to December 19, 2015, the Company is in discussions with the lender to extend or modify repayment terms.
Note 11 – Preferred stock and common stock
Preferred Stock
Our board of directors has the authority to designate and issue up to 5,000,000 shares of $0.001 par value preferred stock in one or more series, and to fix and determine the relative economic rights and preferences of preferred shares any or all of which may be greater than the rights of our common stock, as well as the authority to issue such shares without further stockholder approval. As a result, our Board of Directors could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult. Preferred stock is designated 2,222,022 shares to Series B at September 30, 2015 (2,000,000 at September 30, 2014).
F-15
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Series B Preferred Stock
Holders of Series B preferred stock (“Series B”) have no redemption rights and earn interest at 6% per annum. The holders of the Series B are entitled to vote with the holders of our common stock a number of votes equal to the number of common shares available by conversion. Series B is convertible into common stock, at the sole discretion of management, except in the event of the resignation or termination of Dr. Gerard C. D’Couto, our current President and Chief Executive Officer in which case the holders of the Series B can elect to convert the Series B stock to common stock. As well we have the right to redeem the Series B in cash at the face amount plus any unpaid dividends.
The number of shares of common stock to be issued upon a conversion is calculated by (i) multiplying the number of Series B being converted by the per share purchase price received by the Company for such Series B, and then, multiplying such number by 130% and then dividing this calculated value by the average closing bid price, as defined, or by (ii) first, allocating the Series B proportionately according to the amounts by date of individual cash tranches received by the Company then, second, multiplying the number of Series B being converted, identified by tranche, by the per share purchase price received by the Company for such Series B , and then, multiplying such number or numbers by 130% and, finally, dividing the calculated value(s) by the average closing bid price, as defined.
Pursuant to the terms of the Certificate of Designation of Series B Preferred Stock, redeemed shares are returned to the Company’s general designated pool of preferred stock. As of September 30, 2015, there were 1,018,446 shares remaining of Series B Preferred Stock available for issue.
During the year ended September 30, 2014, the Company opted to convert 286,700 shares of Series B preferred stock, together with dividends in the amount of $55,577, into 56,266,153 shares of common stock pursuant to the terms of the Series B certificate of designation. Also during the same period, the Company issued 1,314,988 shares of Series B preferred stock to investors under Securities Purchase Agreements in return for a total of $1,314,998 in cash. As of September 30, 2014, we had 1,314,988 shares of Series B issued and outstanding.
During the year ended September 30, 2015, the Company opted to convert 753,874 shares of Series B preferred stock together with dividends in the amount of $46,160 into 156,010,181 shares of common stock pursuant to the terms of the Series B certificate of designation. Also during the same period, the Company issued 642,462 shares of Series B preferred stock to investors under Securities Purchase Agreements in return for a total of $642,463 in cash. As of September 30, 2015, we had 1,203,576 shares of Series B issued and outstanding.
All sales of Series B preferred stock during the years ended September 30, 2015 and 2014 were to Summit Trading LLC and Sierra Trading Corp.
F-16
NEAH POWER SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Common Stock
We are authorized to issue up to 1.8 billion shares of $0.001 par value common stock. Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the holders of our common stock. Subject to the rights of the holders of any class of our capital stock having any preference or priority over our common stock, the holders of shares of our common stock are entitled to receive dividends that are declared by our board of directors out of legally available funds. In the event of our liquidation, dissolution or winding up, the holders of our common stock are entitled to share ratably in our net assets remaining after payment of liabilities, subject to prior rights of preferred stock, if any, then outstanding. Our common stock has no preemptive rights, conversion rights, redemption rights, or sinking fund provisions, and there are no dividends in arrears or in default. All shares of our common stock have equal distribution, liquidation and voting rights and have no preferences or exchange rights.
Common stock issued for settlement of liabilities or conversion of notes payable
During the years ended September 30, 2015 and September 30, 2014, we issued 152,134,000 and 33,898,739 shares, respectively, valued at $561,093 and $597,278, respectively, on conversion of notes payable and related accrued interest and in settlement for certain of our outstanding notes and accounts payable.
The carrying value of the liabilities that were converted during the year ended September 30, 2015, amounted to $561,093 resulting in no loss on settlement of liabilities recorded in the consolidated statement of operations.
The carrying value of the liabilities that were converted or settled during the year ended September 30, 2014, amounted to $193,020 resulting in a loss on settlement of liabilities of $404,258 recorded in the consolidated statement of operations. See Note 10 for additional discussion on the transaction that resulted in this loss.
Common stock issued in connection with fees associated with notes payable
In March 2014, the Company issued 1,538,462 shares of common stock to Clark Dodge & Company in consideration of a finder’s fee under a Bridge Loan Engagement Letter dated October 1, 2013. We recorded $10,000 to financing costs in the consolidated statement of operations for the year ended September 30, 2014 for this transaction.
In May 2014, we issued 1,800,000 shares of common stock and $36,000 in cash to Carter Terry & Company in consideration of a fee under a Placement Agent Agreement dated March 4, 2014. The Company recorded $72,000 to financing costs in the consolidated statement of operations for the year ended September 30, 2014 for this transaction.
In March 2015, the Company issued 3,750,000 shares as a partial payment to Carter, Terry & Company for placement agency services. We recorded $24,000 to financing costs in the consolidated statement of operations for the year ended September 30, 2015 for this transaction. In June 2015, the Company issued 2,181,818 shares of common stock as a partial payment to Carter, Terry & Company for placement agency services. We recorded $12,000 to financing costs in the consolidated statement of operations for the year ended September 30, 2015 for this transaction.
See Note 10 for additional equity transactions in connection with fees associated with notes payable.
F-17
NEAH POWER SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Common stock issued as donation
There were no donations of common stock during the fiscal year ending September 30, 2015. During the fiscal year ending September 30, 2014, the Board of Directors approved a common stock share issuance of 937,500 shares as a donation to Asante Africa. The Company recorded $15,000 in our consolidated statement of operations for the year ended September 30, 2014 to general and administrative expenses for this transaction.
Common stock issued for services
During the years ended September 30, 2015 and 2014, we issued 6,646,113 and 5,673,346 shares of our common stock, respectively, valued at $54,375 and $115,750, respectively, to service providers and consultants. We recorded $54,375 as marketing and sales expense in the year ended September 30, 2015 and recorded $28,645 to prepaid expense and $87,105 as marketing and sales expense in the year ended September 30, 2014.
Common stock issued for cash and assets
In November 2013, the Company entered into agreements with Clean Tech Investors, LLC (“Clean Tech”), to issue 60,100,000 shares of restricted common stock of the Company to Clean Tech for $700,000 of cash and equipment and other fixed assets with an estimated fair value of $120,633. In connection with the agreements with Clean Tech, our board of directors appointed William M. Shenkin, a managing member of Clean Tech, to serve on the Company’s board. The fair value of the common stock issued as of the date of the agreements was approximately $313,000 which was less than the value of cash and fixed assets received of $821,000. The additional $508,000 is considered a capital contribution by Clean Tech in relation to the significant ownership interest and board seat.
Common stock issued for cash.
There was no common stock issued for cash in the fiscal year ended September 30, 2015. During the year ended September 30, 2014, we issued 33,333,333 shares of restricted common stock to one accredited investor and received gross proceeds of $500,000. In connection with that investment, we also issued 11,666,666 three-year warrants with a weighted average exercise price of $0.032 per share.
Long-term incentive compensation Plan Our Long Term Incentive Compensation Plan (the “Plan"), as restated, was approved by shareholders in July 2014. The Plan is administered by our board of directors. In July 2014, shareholders also approved an automatic share reserve increase by an amount equal to ten (10%) percent of the common shares available for issuance under the Plan beginning on August 1, 2014, and on each August 1st of the next nine (9) years. The aggregate number of shares available for issuance under the Plan is 393,250,000 as of September 30, 2015. We have granted stock options under the Plan to employees, members of our board of directors, advisors and consultants. No options have been exercised. Options are exercisable for ten years from date of grant.
F-18
Table of Contents
NEAH POWER SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes stock option activity during the years ended September 30, 2015 and September 30, 2014:
| | Options
Outstanding | | Weighted Average Exercise Price |
| Outstanding at September 30, 2013 | 240,482,543 | | $0.0059 |
| Granted | 17,100,000 | | 0.0187 |
| Forfeited | (12,000,000) | | 0.0036 |
| Cancelled | - | | - |
| Expired | (9,486,536) | | 0.0118 |
| Outstanding at September 30, 2014 | 236,096,007 | | $0.0065 |
| Granted | 4,600,000 | | 0.0088 |
| Forfeited | (8,250,000) | | 0.0153 |
| Cancelled | | | |
| Expired | - | | - |
| Outstanding at September 30, 2015 | 232,446,007 | | $0.0067 |
| | | | |
| Exercisable at September 30, 2015 | 226,946,107 | | $0.0061 |
The weighted average fair value of the options granted during the years ended September 30, 2015 and 2014 was $0.0088 and $0.0177 per share respectively, and the weighted average remaining contractual lives of outstanding and exercisable options at September 30, 2015 was 7.9 years. As of September 30, 2015, we had $63,760 of total unrecognized compensation cost related to unvested options. Unrecognized compensation cost is to be recognized over 25 months with over half to be recognized in the next fiscal year. As of September 30, 2015, the aggregate intrinsic value of options outstanding and exercisable, representing the excess of the closing market price of our common stock over the exercise price, is $0. Stock-based compensation expense related to options was $301,066 and $541,341 during the years ended September 30, 2015 and 2014, respectively, of which $75,020 and $230,226 was recognized as general and administrative expense, $134,877 and $163,172 was recognized as marketing and sales expense, and $91,169 and $147,943 was recognized as research and development expense in 2015 and 2014 respectively. We determine the value of share-based compensation using the Black-Scholes-Merton fair value option-pricing model with weighted average assumptions for options and warrants granted to employees and directors during the years ended September 30, 2015 and 2014 including risk-free interest rates of 1.33% and 1.49% respectively, volatility of 247% and 251% respectively, expected lives of 5.0 and 6.3 years, respectively, and dividend yield of 0%.
Warrants
At September 30, 2015, we had warrants outstanding for the purchase of 477.5 million shares of our common stock at a weighted average exercise price of $0.0497 per share. The fair value of the warrants is calculated using the Black-Scholes-Merton model. Warrants outstanding at September 30, 2015 expire at various dates from November 2015 to June 2022.
F-19
Table of Contents
NEAH POWER SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A summary of warrant activity during the years ended September 30, 2015 and 2014 are as follows:
| | Warrants
Outstanding |
| Outstanding at September 30, 2013 | 371,668,230 |
| Granted | 19,417,749 |
| Exercised | (2,113,333) |
| Expired | (3,620,000) |
| Cancelled | (16,766,668) |
| Outstanding at September 30, 2014 | 368,585,978 |
| Granted | 443,756,376 |
| Exercised | -- |
| Expired | (334,799,868) |
| Cancelled | -- |
| Outstanding at September 30, 2015 | 477,542,486 |
Of the 443,756,376 warrants granted during the year ended September 30, 2015, 270,263,225 warrants were granted to our CEO and certain board members to replace 60,270,692 previous warrants set to expire in September 2015, in exchange for continued commitment to accrue director fees/wages, continued commitment to assist the Company’s capital raising efforts and commitment to continue rendering services to the Company during the current underfunded period. These warrants were fully vested on grant and thus, there was not deemed to be a requisite service period and we recorded the full fair value of these warrants of $918,626 to expense in the year ended September 30, 2015. The fair value was determined by using the Black-Scholes-Merton option pricing model.
In March and May 2014, three of our warrant holders opted to convert their warrants to purchase 1,913,333 shares of common stock via cashless exercise into 1,412,204 shares of common stock.
Note 12 – Income taxes
We have recorded no provision or benefit for income taxes. The difference between tax at the statutory rate and no tax is primarily due to the full valuation allowance. The increase in the valuation allowance was $1,226,863, and $1,238,080 during the years ended September 30, 2015 and 2014, respectively. A valuation allowance has been recorded in the full amount of total deferred tax assets as it has not been determined that it is more likely than not that these deferred tax assets will be realized. As of September 30, 2015, we have net operating loss carry forwards of $55.10 million, which begin to expire in 2023 and will continue to expire through 2035 if not otherwise utilized. Our ability to use such net operating losses and tax credit carry forwards is subject to annual limitations due to change of control provisions under Sections 382 and 383 of the Internal Revenue Code, and such limitation would be significant. Realization is dependent on generating sufficient taxable income prior to expiration.
F-20
NEAH POWER SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Deferred income taxes represent the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes.
Significant components of our deferred tax assets and liabilities and related valuation allowances at September 30, 2015 and, 2014 are as follows:
| Deferred Taxes | 2015 | | 2014 |
| Net operating loss carry forward | $ | 18,732,453 | | $ | 18,195,890 |
| Share-based compensation | | 3,074,856 | | | 2,447,295 |
| R&D Tax Credit Carry forward | | 953,928 | | | 973,000 |
| Other | | 223,290 | | | 148,395 |
| TOTAL DEFERRED TAX ASSETS | | 22,984,527 | | | 21,764,580 |
| | | | | | |
| Deferred Tax Liability | | (528,808) | | | (535,724) |
| Valuation Allowance | | (22,455,719) | | | (21,228,856) |
| Deferred Tax Assets & Liabilities, net | $ | - | | $ | - |
| | | | | | |
We have identified our federal tax return as our “major” tax jurisdiction, as defined. Tax years since 2006 are subject to audit. We believe our income tax filing positions and deductions will be sustained on audit and we do not anticipate any adjustments that would result in a material change to our financial position. No reserves for uncertain income tax positions have been recorded. Our policy for recording interest and penalties associated with uncertain income tax positions is to record such items as a component of interest expense.
Note 13 – Commitments and contingencies
Lease
Our rent expense for the years ended September 30, 2015 and 2014 was $159,127 and $145,218, respectively. Our lease agreement provides for a month-to-month holdover status at the monthly rate of $9,500 plus operating expenses commencing November 1, 2013. The holdover status can be terminated by giving a two month notice to terminate.
Litigation
From time to time, the Company is subject to various legal proceedings that arise in the ordinary course of business. In the opinion of management, none of which are currently material to our operations.
Disputes with various vendors
Certain of our vendors and lenders have brought suits and/or obtained judgments in their favor regarding past due balances owed them by us. We have recorded these past due balances in liabilities in our consolidated balance sheets at September 30, 2015 and 2014. We do not believe any loss in excess of amounts recorded that could arise would be material. We have not recorded any liabilities for finance charges or legal fees that could be applied by the vendors or lenders to these debts.
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NEAH POWER SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Accounts Payable reduction
During the year ending September 30, 2015, the Company reduced accounts payable by $331,560 that the Company determined no longer had a legal obligation to vendors based upon the vendors legal status and applicable legal statutes. A gain of $303,646 was recognized in our consolidated statement of operations for the year ended September 30, 2015.
Note 14 – Related party transactions
For purposes of these consolidated financial statements, Summit Trading Limited, Sierra Trading Corp, Green World Trust, Clean Tech Investors, LLC, and Bard Associates, are considered related parties due to their beneficial ownership (shareholdings or voting rights) in excess of 5%, or their affiliate status, during the years ended September 30, 2015 and 2014. All material transactions with these investors and other related parties for the years ended September 30, 2015 and 2014, not listed elsewhere, are listed below.
During the year ended September 30, 2015, the Company opted to convert 250,789 shares of Series B preferred stock, together with dividends in the amount of $16,486, into 57,336,304 shares of common stock per the Series B certificate of designation for Sierra Trading Corp in one tranche.
During the year ended September 30, 2015, the Company opted to convert 503,085 shares of Series B preferred stock, together with dividends in the amount of $29,677, into 98,673,877 shares of common stock per the Series B certificate of designation for Summit Trading Limited in three separate tranches.
During the year ended September 30, 2014, the Company opted to convert 142,200 shares of Series B preferred stock, together with dividends in the amount of $21,151, into 26,777,382 shares of common stock per the Series B certificate of designation for Sierra Trading Corp in three separate tranches.
During the year ended September 30, 2014, the Company opted to convert 144,500 shares of Series B preferred stock, together with dividends in the amount of $34,426, into 29,488,771 shares of common stock per the Series B certificate of designation for Summit Trading Limited in three separate tranches.
All sales of Series B preferred stock during the years ended September 30, 2015 and 2014 were to Summit Trading LLC and Sierra Trading Corp.
During the years ended September 30, 2015 and 2014, we recorded consulting expense in the amount of $132,000 and $158,900, respectively, with Advanced Materials Advisory, LLC (“Advanced Materials”) for services by David Schmidt as Acting Principal Financial Officer. Advanced Materials is owned by David Schmidt, who is also a Member of Neah's Board of Directors. The Company has an account balance with Advanced Materials Advisory LLC of $170,139 and $113,489 at September 30, 2015 and 2014, respectively (note 8).
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NEAH POWER SYSTEMS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 15 – Subsequent events
In October and November 2015, Inter-Mountain Capital LLC converted $78,750 of principal and interest into 60,458,806 shares of common stock in two installments under the Note described in note 10.
On November 4, 2015 Neah Power Systems received an initial payment of $30,000 on a Convertible Promissory Note (the “Note”) with JMJ Financial, a Nevada sole proprietorship (the “Investor”) in the amount of up to $250,000 10% Original Issue Discount (“OID”) dated October 28, 2015. The Note is interest free if repaid within 90 days of the effective date, otherwise a one time interest charge of 12% shall be applied to the principal balance in addition to the 10% OID. The Note is convertible into common stock at the price lesser of $0.0026 per share or 63% of the lowest trade price in the 25 day trading days previous to the conversion.
In November 2015 the Company entered into a consulting services agreement with SRS Consulting Ltd. to provide management consulting services, corporate communications and market out reach, media placement, branding / marketing consulting services together with Radius Consulting. The agreement was subsequently modified in December 2015. In conjunction with the said agreements, the Company is obligated to issue to each SRS Consulting and Radius Consulting for 5,000,000 shares of common stock, each as of November 18, 2015.
On December 14, 2015 the Company commenced the mailing of a consent solicitation proxy to consider and vote upon a proposal to amend our Articles of Incorporation to increase the number of shares of our authorized common stock, par value $0.001 per share, from 1,800,000,000 shares to 5,400,000,000 shares. The final date for tabulation is January 28, 2016.
During the period between October and December 2015, the Company opted to convert 23,000 shares of Series B preferred stock together with dividends in the amount of $2,423.51 into 16,525,500 shares of common stock pursuant to the terms of the Series B certificate of designation. Also during the same period, the Company issued 98,642 shares of Series B preferred stock to investors under Securities Purchase Agreements in return for a total of $98,642 in cash. All sales of Series B preferred stock during the period were to Summit Trading LLC and Sierra Trading Corp.
On December 16, 2015 the Company entered into a Securities Purchase Agreement, $388,428 Debt Purchase Agreement, and $170,250 Convertible Note with Union Capital LLC. The term of the notes are two years and carry 8% interest. The notes are convertible at 60% of the lowest trading price in the previous 20 days. In conjunction with the transaction $21,462 was paid to New Venture Attorneys, PC and $48,778 was paid to SRS Consulting Ltd. for legal fees directly upon closing. On December 18, 2015 the Company received a notice of conversion for $5,000 in principal and $1.10 in interest into 4,630,648 shares of common stock at the applicapble conversion price of $0.0018 per share. On January 4, 2016, the Company received a notice of conversion for $5,000 in principal and $19.73 in interest into 4,921,304 shares of common stock at the applicable conversion price of $0.00102 per share. On January 13, 2016, the Company received a notice of conversion for $10,000 in principal and $59.18 in interest into 10,478,313 shares of common stock at the applicable conversion price of $0.00096 per share.
On January 13, 2016 the Company filed an amendment to the certificate of designation of the Company’s Series B preferred stock. The amendment is filed as an exhibit herewith.
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There are not and have not been any disagreements between us and our accountants on any matter of accounting principles, practices or financial statement disclosure.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Annual Report on Form 10-K, we carried out an evaluation, under the supervision and with the participation of senior management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act due to the material weaknesses in our internal control over financial reporting. A discussion of the material weaknesses in our internal control over financial reporting is described below.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, is a process designed by, or under the supervision of, our CEO and CFO, or persons performing similar functions, and effected by our board of directors, management or other personnel, 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. Our management, with the participation of our CEO and CFO, has established and maintained policies and procedures designed to maintain the adequacy of our internal control over financial reporting, and include those policies and procedures that:
· pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
· provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
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· provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the interim or annual Consolidated Financial Statements.
Management has used the framework set forth in the report entitled Internal Control – Integrated Framework 2013 published by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) to evaluate the effectiveness of our internal control over financial reporting. Management was unable to implement its remediation plans during 2015 due to cost considerations. As a result of the material weaknesses described below, management has concluded that our internal control over financial reporting was not effective as of September 30, 2015.
Management has determined that, as of the September 30, 2015 measurement date, there were deficiencies in both the design and the effectiveness of our internal control over financial reporting. Management has assessed these deficiencies and determined that there were various material weaknesses in our internal control over financial reporting. The existence of a material weakness or weaknesses is an indication that there is a more than remote likelihood that a material misstatement of our financial statements will not be prevented or detected in a future period.
Management has assigned a high priority to the short-and long-term improvement of our internal control over financial reporting. We have listed below the nature of the material weaknesses we have identified:
· inadequate personnel for documenting and execution of processes related to accounting for transactions;
· inadequate segregation of duties due to the limited size of the accounting department; and
· a lack of experienced personnel with relevant accounting and financial reporting experience, due in part to our limited financial resources.
We intend to design and implement policies and procedures to remediate the material weaknesses in our internal control over financial reporting in fiscal 2016, including the continued implementation of a new accounting system and related internal procedures, and pending the financial resources, the hiring of a full time regular employee Chief Financial Officer.
Management does not believe that any of our annual or interim financial statements issued to date contain a material misstatement as a result of the aforementioned weaknesses in our internal control over financial reporting.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting or in other factors during the fourth fiscal quarter ended September 30, 2015 that materially affected, or is likely to materially affect, our internal control over financial reporting.
Limitations on Internal Controls
Because of its inherent limitations, internal control over financial reporting may not prevent or detect all errors or misstatements and all fraud. Therefore, even those systems determined to be effective can provide only reasonable, not absolute, assurance that the objectives of the policies and procedures are met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
None.
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PART III
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Board of Directors and Executive Officers
The table below lists certain biographical information regarding our current directors and executive officers. As of December 12, 2015, our board of directors consists of five directors. Each director holds his office until his successor is elected and qualified or his earlier resignation or removal. Executive officers are appointed by our board of directors, and each executive officer holds his office until he resigns or is removed by our Board or his successor is elected then qualified. There are no family relationships among members of our management or our Board.
| Name | Title | Age |
| Dr. Gerard C. D’Couto | President, Chief Executive Officer, Director | 49 |
| Jeffrey B Sakaguchi | Chairman of the Board | 54 |
| David Schmidt | Director, Acting Principal Financial Officer | 52 |
| Jon M. Garfield | Director | 52 |
| William M Shenkin | Director | 55 |
Background / Experience
Dr. Gerard C. (Chris) D’Couto. Dr. Gerard C. D’Couto has served as a member of our Board since January 28, 2008 and as our Chief Executive Officer and President since February 2008. Dr. D’Couto previously served as our Chief Operating Officer and Executive Vice President from September 2007 until February 2008. Prior to joining us, Dr. D’Couto served as senior director of marketing at Form Factor Inc. from January 2006 until September 2007, where he headed the launch of NAND flash and DRAM sort probe cards. Prior to that, Dr. D’Couto had a nine-year tenure at Novellus Systems, Inc., with positions of increasing responsibility ranging from product management to technology development and sales. Prior to that, Dr. D’Couto worked at Varian Associates and as a consultant to Intel Corporation. Dr. D’Couto received a bachelor’s degree in chemical engineering from the Coimbatore Institute of Technology in India and also received a master’s and a doctoral degree in chemical engineering from Clarkson University in New York. Dr. D’Couto also earned an MBA from the Haas School of Business at the University of California, Berkeley. Dr. D’Couto was chosen to serve on our Board because of his management and operational skills from his business school education and past management positions as well as his technical knowledge related to our fuel cell technology.
Jeffrey B. Sakaguchi. Jeffrey Sakaguchi has served on our board since November 2010. Since December 2010, Mr. Sakaguchi has also served on the boards of directors of True Blue, Inc., a publicly-traded industrial staffing and placement company, and Eccentex, Inc., a venture-backed, early-stage software company. Since June 2015, he has served on the board of directors of ACT Holdings, Inc., a privately-held debt collection and business process outsourcing company. Since May 2005, he has served on the board of directors of the American Red Cross, Los Angeles Region, and served as Chairman of the Board from 2009 to 2012, during which time he was responsible for the financial and organizational turnaround of region performance, as well as the integration of nine chapters into the region. From 2004 until 2007, Mr. Sakaguchi served as the President and Chief Operating Officer of Evolution Robotics Retail, Inc., for which he co-led a spin-off of the company from its former parent company, and was responsible for developing and executing a commercialization strategy for a breakthrough visual scanning product targeted for the retail industry. From 1995 until 2003, Mr. Sakaguchi served as the Managing Partner for the North American Energy Strategy Practice at Accenture LLP in Los Angeles. From 1989 until 1995, Mr. Sakaguchi served as the Senior Engagement Manager at McKinsey & Company, Inc. in Los Angeles. Mr. Sakaguchi earned his Bachelor of Science degree in chemical engineering from the Massachusetts Institute of Technology, and his masters in business administration from the Wharton School of the University of Pennsylvania. Mr. Sakaguchi was chosen to serve on our Board because of his extensive business leadership experience with technology and emerging companies and his knowledge of the emerging fuel cell industry.
David Schmidt. David Schmidt has served on our board since November 2010. Mr. Schmidt has served since 2008 as an independent consultant advising chemical, material and alternate energy spaces regarding strategic marketing and execution services. From 2004 until 2008, Mr. Schmidt served as the Manager of Commercial Excellence and the Strategic Marketing Business Development Manager at Honeywell International Specialty Materials, Inc. From 2000 until 2003, Mr. Schmidt served as a Senior Director and Chief Operations Officer of Plasmion Corporation, Inc. Mr. Schmidt has also served in management positions at Film Specialties, Inc. from 1993 until 2000, Hydromer, Inc. from 1989 until 1992 and ROI Group, Inc. from 1986 until 1988. Mr. Schmidt earned his bachelor of science in business and economics from Lehigh University. Mr. Schmidt was chosen to serve on our Board because of his extensive executive and business development experience in technology industries.
Jon M. Garfield. Jon M. Garfield has served on our Board since May 2008. Mr. Garfield is currently the CFO of Monte Nido LLC a behavioral healthcare treatment facility. He also serves as a board member of Seaniemac International, Ltd. (OTCMKTS: BETS) since 2013. Mr. Garfield served as Chief Executive Officer of technology company Clearant, Inc. (OTCBB: CLRA) from January 2007 until August 2010 and as Chief Financial Officer at Clearant, Inc. from September 2006 until August 2010. Mr. Garfield has served as a member of Clearant, Inc.’s board of directors from May 2007 until August 2010. From September 2001 through 2006, Mr. Garfield served as an independent financial consultant, including advising as to SEC reporting obligations and Sarbanes-Oxley compliance. From 1998 until 2001, he served as Chief Financial Officer of a telecom service provider and a software developer. From 1996 to 1998, he served as Vice President of Acquisitions for the formerly NYSE-listed ground transportation consolidator Coach USA, Inc. From 1991 to 1996, Mr. Garfield served as Corporate Assistant Controller of Maxxim Medical, Inc., a formerly New York Stock Exchange listed manufacturer and distributor. During 1986 to 1991, Mr. Garfield practiced public accounting with Arthur Andersen and PricewaterhouseCoopers. Mr. Garfield received a Bachelor of Business Administration in Accounting from University of Texas, Austin. Mr. Garfield was chosen to serve on our Board because of his past experience in chief executive officer and chief financial officer roles at public companies and because of his financial literacy.
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William M. Shenkin. William M. Shenkin has served on our Board since November 2013. Mr. Shenkin is currently the CEO and President of CeFO, Inc. Mr. Shenkin specializes in working with businesses and individuals in providing family office services for high net worth individuals, chief financial officer services including strategic business review and planning, monthly financial and accounting review, equity and debt financing, buy/sell negotiations, and tax services. Mr. Shenkin’s professional history encompasses 30 years of CPA, tax, audit and advisory services beginning with Ernst & Young, then Shenkin Kurtz Baker & Co. and presently CeFO, Inc. He is a member of the American Institute of Public Accountants as serves as a Board Member and Board Advisor for numerous companies and non-profits. Mr. Shenkin holds a M.A. in Accounting from Florida Atlantic University. Mr. Shenkin was chosen to serve on our Board because of his extensive background with growing technology businesses and at the recommendation by recent financing activities.
Board Committees
During fiscal 2015, there were five standing committees of our board of directors - Audit, Compensation, Nominating, Financing and Governance Committees.
Audit Committee
We have an Audit Committee of the Board consisting of two independent directors, Jon M. Garfield (Chair) and William M. Shenkin. Our Board has determined that Mr. Garfield and Mr. Shenkin qualify as Audit Committee financial experts. In addition to being independent under Nasdaq Marketplace Rule 5605(a)(2), Mr. Garfield and Mr. Shenkin meets the additional independence and qualification standards for audit committee members set forth in Nasdaq Marketplace Rule 5605(c)(2)(A). The Audit Committee functions in part as an independent and objective party with oversight of our financial reporting process and internal controls.
Compensation Committee
The Compensation Committee consists of two independent directors Jeffrey B Sakaguchi (Chair) and Jon M Garfield. The functions of the Compensation Committee are to review and approve the goals of the Chief Executive Officer, to review and approve salaries, bonuses and other benefits payable to our executive officers and to administer our Long Term Incentive Compensation Plan and the surviving cash portion of the Director, Officer, and Employee Sales Incentive Plan.
Nominating Committee
The Nominating Committee consists of David Schmidt (Chair), Jon M Garfield, and Gerard C. D’Couto. The Nomination Committee is responsible for proposing a slate of directors for election by the stockholders at each annual stockholders meeting and for proposing candidates to fill any vacancies.
Financing Committee
The Financing Committee consists of Gerard C. D’Couto (Chair), David Schmidt, and Jeffrey Sakaguchi. The Financing Committee is responsible for evaluating various financing options and recommending to the full Board various financing avenues.
Governance Committee
The Governance Committee consists of two independent directors, Jon M Garfield and Jeffrey Sakaguchi, and David Schmidt (Chair). The Governance Committee is responsible for supervision and oversight of our general operations.
Code of Ethics
We have adopted a Code of Ethics and Business Conduct for our principal executive, financial and accounting officers. The Code of Ethics addresses such issues as conflicts of interest, corporate opportunities, confidentiality, fair dealing, protection and proper use of our assets, compliance with applicable laws (including insider trading laws) and reporting of illegal or unethical behavior. We are committed to ensuring transparent and good corporate governance in our dealings with all stakeholders. Our Code of Ethics can be found on our website at http://www.neahpower.com.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act requires our officers and directors, and persons who own more than ten percent of a registered class of our securities, to file with the SEC reports of ownership of our securities and changes in reported ownership. Officers, directors and greater than ten percent stockholders are required by SEC rules to furnish us with copies of all Section 16(a) reports they file.
Based solely on a review of the reports furnished to us, or written representations from reporting persons that reportable transactions were reported, we believe that during the fiscal year ended September 30, 2015, our officers, directors and greater than ten percent stockholders timely filed the reports they were required to file under Section 16(a).
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The following table shows for each of the two fiscal years ended September 30, 2015 and 2014, all compensation awarded or paid to, or earned by, Gerard C. D’Couto, our Chief Executive Officer and David Schmidt, our Acting Principal Officer(“collectively, the “Named Executive Officers”). Due to working capital limitations, we have deferred payments of compensation to our Chief Executive Officer and former Chief Financial Officer, and to members of our Board of Directors, which are included in accrued compensation and related expenses in the accompanying consolidated balance sheets (Note 8). Other than the Named Executive Officers, we had no executive officers whose compensation exceeded $100,000 during the fiscal years ended September 30, 2015 and 2014.
Summary Compensation Table
| | | | | | Options or Warrants (1) ($) | | All Other (2) ($) | | Total ($) |
| Name & Position | Fiscal Year | | Salary($) | | | |
| Gerard C. D’Couto | 2015 | | 225,000 | | 636,776 (4) | | 12,837 | | 874,613 |
| President, Chief Executive Officer | 2014 | | 225,000 | | | | 16,153 | | 241,153 |
| | | | | | | | | | |
| David Schmidt | 2015 | | 132,000 (3) | | | | | | 132,000 |
| Acting Principal Financial Officer | 2014 | | 158,890 (3) | | | | | | 158,890 |
(1) This column represents the aggregate grant-date fair value of the awards computed in accordance with FASB ASC Topic 718. These amounts reflect our accounting value for these awards and do not necessarily correspond to the actual value that may be realized by the named executive officer. The assumptions used in the calculation of these amounts are described in Note 11 to our Consolidated Financial Statements included with this Annual Report on Form 10-K.
(2) Consists of health related benefits provided to employees.
(3) Mr. Schmidt is a Board member and a consultant. Amounts for Mr. Schmidt are earned consulting fees for the years ended September 30, 2015 and September 30, 2014.
(4) The value of the underlying warrants for common stock is calculated using the Black-Scholes-Merton model. These warrants replace previous warrants that were previously expensed and set to expire. These warrants were issued in exchange for continued commitment to accrue director fees/wages, continued commitment to assist the Company’s capital raising efforts and commitment to continue rendering services to the Company during the current underfunded period
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information regarding the outstanding equity awards held by our Named Executive Officers as of September 30, 2015:
| Option Awards |
| Name | Number of Securities Underlying Unexercised Options and Warrants (#) Exercisable | Number of Securities Underlying Unexercised Options and Warrants (#) Unexercisable | Number of Securities Underlying Unexercised Unearned Options and Warrants (#) | Exercise
Price $ | Expiration
date |
| Gerard C. D’Couto | 2,400,000 | | | 0.02300 | Nov 2020 |
| President, Chief Executive Officer | 1,685,393 | - | - | 0.00890 | Apr 2021 |
| | 2,587,500 | - | - | 0.08000 | Jun 2020 |
| | 137,000,000 | | - | 0.00354 | Aug 2023 |
| | 187,341,935 (1) | | | 0.00310 | Sep 2020 |
| David Schmidt | 800,000 | | | 0.02300 | Nov 2020 |
| Acting Principal Financial Officer | 1,685,393 | | | 0.00809 | Apr 2021 |
| | 26,000,000 | | | 0.00354 | Aug 2023 |
| | 12,000,000 | | | 0.00406 | Aug 2023 |
(1) These warrants replace 41,705,537 previous warrants in exchange for continued commitment to accrue director fees/wages, continued commitment to assist the Company’s capital raising efforts and commitment to continue rendering services to the Company during the current underfunded period. These warrants are fully vested as of September 30, 2015.
Long Term Incentive Compensation Plan
Our Long Term Incentive Compensation Plan (the “Plan"), as restated, was approved by shareholders in July 2014. The Plan is administered by our board of directors. In July 2014, shareholders also approved an automatic share reserve increase by an amount equal to ten (10%) percent of the common shares available for issuance under the Plan beginning on August 1, 2014, and on each August 1st of the next nine (9) years. The aggregate number of shares available for issuance under the Plan is 393,250,000 as of September 30, 2015. We have granted stock options under the Plan to employees, members of our board of directors, advisors and consultants. No options have been exercised. Options are exercisable for ten years from date of grant.
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Employment, Severance and Change in Control Agreements
Under the terms of the Offer Letter entered into between Dr. Gerard C. (Chris) D’Couto and the Company when Dr. D’Couto joined us as Chief Operating Officer, Dr. D’Couto receives a per annum base salary of $225,000 and a bonus equal to 50% of his base salary upon the completion of certain milestones. In the event Dr. D’Couto’s employment is terminated (i) for any reason other than for cause or a winding down of our operations or (ii) due to a change in control where he is not offered a comparable position at a similar compensation, Dr. D’Couto will be entitled to a severance payment equal to six months of his then current base salary.
On June 30, 2012, we appointed David Schmidt, a member of our Board of Directors and Chairman of the Governance and Nominating Committees, to serve part time as Acting Principal Financial Officer of the Company. Acting Principal Financial Officer services and consulting services are provided by Advanced Materials Advisory LLC on a monthly basis at the rate of $11,000 per month.
Compensation of Directors
On August 23, 2011, our Board of Directors approved a Cash Compensation Plan for the directors on the Board, to be administered by the Compensation Committee. The Cash Compensation Plan effective as of August 23, 2011 and covers current members of the Board. Cash compensation will accrue effective from the date that the director originally joined the Board, but no earlier than June 1, 2009 and, with the exception of retainer compensation, will be pro-rated based on attendance at Board and Committee meetings. The effectiveness of the Cash Compensation Plan and the payment of compensation are conditional upon our receiving cash in the amount of at least $1.5 million either by direct outside investment or from sales or from licensing revenues. The following sets forth the cash compensation plan:
| | |
| Retainer | $10,000 |
| Board Meetings | |
| Chairman | $15,000 |
| Member | 8,000 |
| Audit Committee | |
| Chairman | $6,000 |
| Member | 2,500 |
| Compensation Committee | |
| Chairman | $2,500 |
| Member | 1,500 |
| Governance Committee | |
| Chairman | $1,500 |
| Member | 400 |
| Nominating Committee | |
| Member | $400 |
Except as described above, we do not have any formal policy for the compensation of our non-employee directors. Our Board has made grants of stock options to our outside directors at various times as compensation for our director’s service on the Board. In the future, we anticipate adopting a policy of paying directors a fee for their attendance at board and committee meetings if the financial condition of our Company improves.
The following table sets forth information regarding the compensation of directors during the fiscal year ended September 30, 2015:
Director Compensation
| Name | Fees Earned or Paid in Cash
($) | | Stock Awards($) | | Option and Warrant Awards ($) (1) | | All Other Compensation ($) | | Total
($) |
| Gerard C. D’Couto (2) | - | | - | | - | | - | | - |
| Jeffrey Sakaguchi (3) | 26,259 | | - | | 97,578 (7) | | - | | 123,837 |
| David Schmidt (4) | - | | - | | - | | - | | - |
| Jon Garfield (5) | 21,659 | | - | | 184,272 (7) | | - | | 205,931 |
| William Shenkin (6) | 16,212 | | | | | | | | 16,212 |
(1) This column represents the aggregate grant-date fair value of the awards computed in accordance with FASB ASC Topic 718. These amounts reflect our accounting value for these awards and do not necessarily correspond to the actual value that may be realized by the named executive officer. The assumptions used in the calculation of these amounts are described in note 11 to our Consolidated Financial Statements included with this Annual Report on Form 10-K.
(2) Dr. D’Couto’s compensation for fiscal year 2015 is fully reflected in the “Summary Compensation Table” above. Mr. D’Couto received no additional compensation for his service as a director.
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(3) Mr. Sakaguchi’s earned fees of $26,259 have been deferred as of September 30, 2015. Mr. Sakaguchi received 28,707,742 warrants that replace 6,427,344 previous warrants in exchange for continued commitment to accrue director fees/wages, continued commitment to assist the Company’s capital raising efforts and commitment to continue rendering services to the Company during the current underfunded period. These warrants are fully vested as of September 30, 2015.
(4) Mr. Schmidt’s compensation for fiscal year 2015 is fully reflected in the “Summary Compensation Table” above. Mr. Schmidt received no additional compensation for his service as a director.
(5) Mr. Garfield’s earned fees of $21,659 have been deferred as of September 30, 2015. Mr. Garfield received 54,213,548 warrants that replace 12,137,811 previous warrants in exchange for continued commitment to accrue director fees/wages, continued commitment to assist the Company’s capital raising efforts and commitment to continue rendering services to the Company during the current underfunded period. These warrants are fully vested as of September 30, 2015.
(6) Mr. Shenkin’s earned fees of $16,212 have been deferred as of September 30, 2015.
(7) The value of the underlying warrants for common stock is calculated using the Black-Scholes-Merton model. These warrants replace previous warrants that were previously expensed and set to expire. These warrants were issued in exchange for continued commitment to accrue director fees/wages, continued commitment to assist the Company’s capital raising efforts and commitment to continue rendering services to the Company during the current underfunded period
The following table presents information as of September 30, 2015 concerning the beneficial ownership of our common stock and each of our outstanding classes of preferred by the following persons or groups:
· each person who, to our knowledge, beneficially owns more than 5% of our common stock or any class of preferred stock;
· each Named Executive Officer identified in the Executive Compensation table above;
· each of our current directors; and
· all of our current directors and executive officers as a group.
Percentage of common stock beneficially owned is based on 1,286,829,462 shares of common stock outstanding on September 30, 2015. In accordance with SEC rules, when we computed the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed as outstanding shares of common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of September 30, 2015. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.
This table is based upon information supplied by executive officers, directors and principal shareholders. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, to our knowledge, each of the shareholders named in this table has sole voting and investment power with respect to the common stock shown as beneficially owned. The address for each of our officers and directors is c/o Neah Power Systems, Inc., 22118 20th Avenue SE, Suite 142, Bothell, Washington 98021.
| Name of Beneficial Owner | | Number of Shares Beneficially Owned | | Percentage Owned (%) |
| | |
| Chris D'Couto (1) | | 331,414,830 | | 20.5% |
| David Schmidt (2) | | 44,818,748 | | 3.4% |
| Jeffrey Sakaguchi (3) | | 42,312,820 | | 3.2% |
| Jon Garfield (4) | | 57,114,566 | | 4.2% |
| William Shenkin (5) | | 46,934,216 | | 3.6% |
| All directors and named executive officers as a group (5 individuals) | | 522,595,180 | | 29.9% |
| | | | | |
| 5% or More Shareholders | | | | |
| Green World Trust (7) | | 121,571,201 | | 9.4% |
| Bard Associates (6) | | 94,421,577 | | 7.3% |
| Summit Trading Limited (8) | | 290,766,709 | | 18.7% |
| Sierra Trading Corp (9) | | 408,749,147 | | 24.3% |
22
Table of Contents
(1) Gerard C. D’Couto is the beneficial owner of 331,414,830 shares of common stock, which consists of 400,002 common shares, 187,341,935 shares of common stock underlying warrants, and 143,672,893 shares of common stock underlying options.
(2) David Schmidt is the beneficial owner of 44,818,748 shares of common stock, which consists of 4,333,355 common shares owned by Advanced Materials Advisory, and 40,485,393 shares of common stock underlying options.
(3) Jeffrey Sakaguchi is the beneficial owner of 42,312,820 shares of common stock, which consists of 10,395,010 shares of common shares, 29,032,417 shares of common stock underlying warrants and 2,885,393 shares of common stock underlying options.
(4) Jon Garfield is the beneficial owner of 57,114,566 shares of common stock, which consists of 54,213,548 shares of common stock underlying warrants and 2,901,018 shares of common stock underlying options.
(5) Clean Tech Investors LLC is a Colorado Limited Liability Company; with a registered address of 88 Inverness Circle East L107, Englewood, CO 80112 that engages in the development of renewable energy initiatives, among other activities. William M Shenkin is a managing member of Clean Tech Investors LLC and Director of Neah Power Systems, Inc. Clean Tech Investors LLC is the beneficial owner of 46,934,216 shares of common stock.
(6) The address of Bard Associates, Inc. is 135 South LaSalle Street, Suite 3700, Chicago, Illinois. Bard Associates, Inc. is the beneficial owner of 10,000,000 shares of common stock. Bard Associates, Inc. also has sole dispositive power over 84,421,577 shares of common stock. 99,640,000 underlying warrants expired during the twelve month period ending September 30, 2015. This information is obtained from company records and a Form SC 13G/A filed on March 17, 2015
(7) The address of Green World Trust is 4093 Quakerbridge Road, Princeton Jct, NJ 08550. Green World Trust and Millennium Trust is the beneficial owner of 121,571,201 shares of common stock, which consists of 119,519,253 shares of common stock, and 2,051,948 shares of common stock underlying warrants.
(8) Summit Trading Limited (“Summit”) is a Bahamian holding company and is owned by the Weast Family Trust. The Weast Family Trust is a private trust established for the benefit of C.S. Arnold, Daisy Rodriguez, Stephanie Kaye and Tracia Fields. C.S. Arnold is the settlor of the Weast Family Trust. The natural person exercising voting control of the shares of our common stock held by Summit is Daryl Orenge. The address of Summit is Charlotte House, P.O. Box N-65, Charlotte Street, Nassau, Bahamas. Summit owns 26,741,955 shares of our common stock and 592,757 shares of our preferred series B stock, which is convertible at our sole option into shares of our common stock. As of September 30, 2015 the series B shares would have been convertible into an estimated 264,024,754 shares of our common stock (the exact number of which is not determinable at this time because the Series B are convertible into shares of our common stock based on the future trading price of our common stock). The holders of the series B are entitled to vote with the holders of our common stock with the number of votes equal to the number of common shares available by conversion to the holders of the series B.
(9) Sierra Trading Corp (“Sierra”) is a Florida corporation. We have been advised that Daisy Rodriguez owns 100% of Sierra. Daisy Rodriguez is a private investor married to the primary beneficiary of Summit Trading Limited. Sierra owns 11,024,644 common shares and owns 610,820 shares of our series B preferred stock which is convertible at our sole option into shares of our common stock. As of September 30, 2015 the shares would have been convertible into an estimated 397,724,503 shares of our common stock (the exact number of which is not determinable at this time because the Series B are convertible into shares of our common stock based on the future trading price of our common stock). The holders of the Series B are entitled to vote with the holders of our common stock with the number of votes equal to the number of common shares available by conversion to the holders of the Series B.
Description of Equity Incentive Compensation Plans
We have one equity compensation plan; our Long Term Incentive Compensation Plan.
Our Long Term Incentive Compensation Plan (the “Plan"), as restated, was approved by shareholders in July 2014. The Plan is administered by our board of directors. In July 2014, shareholders also approved an automatic share reserve increase by an amount equal to ten (10%) percent of the common shares available for issuance under the Plan beginning on August 1, 2014, and on each August 1st of the next nine (9) years. The aggregate number of shares available for issuance under the Plan is 393,250,000 as of September 30, 2015. We have granted stock options under the Plan to employees, members of our board of directors, advisors and consultants. No options have been exercised. Options are exercisable for ten years from date of grant.
The table below sets forth certain information as of September 30, 2015 regarding the shares of common stock available for grant or granted under our equity incentive plans:
Equity Incentive Compensation Plan Information
| | Number of Common shares to be Issued Upon Exercise of Outstanding Options | | Weighted-Average Exercise Price of Outstanding Options | | Number of Common Shares Remaining for Future Issuance Under Long-Term Incentive Equity Compensation Plan (Excluding Outstanding Options) |
| Equity compensation plans approved by stockholders | 232,446,007 | | 0.0067 | | 160,803,993 |
| Total | 232,446,007 | | | | 160,803,993 |
23
Transactions with Related Persons
Transactions that existed or occurred between us and any of our executive officers or directors, or any affiliate of or person related to any of them, since the beginning of 2015 fiscal year of the type and amount that is disclosed below.
· During the year ended September 30,2015, due to limited financial resources, the Board of Directors and Management was offered the ability to convert their accrued wages or accrued fees for services rendered into warrants for a period of 180 days beginning August 26, 2015 with the number of warrants and their strike price to be determined as follows: The board member or management outstanding accrued fees/wages multiplied by two (2) and divided by the Strike Price which would be the trailing average 10-day closing bid. As of the date of this report, no Board Member has exercised this offer to convert their accrued wages or accrued fees. It was also determined that in order to entice continued accrual of fees earned, that the expiring warrants in connection with a previous conversion of accrued fees would be re-issued to the existing board members with the strike price determined as above; the trailing average 10-day closing bid. Pursuant to this clause, the following warrants were re-issued at a strike price of $0.0031: Jeffrey B. Sakaguchi, Chairman of the Board, was issued 28,707,742 shares having a Black-Scholes value of $97,578, Jon Garfield, Board Member, was issued 54,213,548 shares having a Black-Scholes value of $184,272, Gerald C D’Couto, CEO and Board Member, was issued 187,341,935 shares having a Black-Scholes value of $636,776.
· During the years ended September 30, 2015 and 2014, we recorded consulting expense in the amount of $132,000 and $158,900, respectively, with Advanced Materials Advisory, LLC (“Advanced Materials”) for services by David Schmidt as Acting Principal Financial Officer. Advanced Materials is owned by David Schmidt, who is also a Member of Neah's Board of Directors. The Company has an account balance due to Advanced Materials of $170,139 and $113,489 at September 30, 2015 and 2014, respectively.
Director Independence
The Board has adopted the listing standards of The NASDAQ Stock Market for determining the independence of our directors. The Board has determined that Jeffrey B. Sakaguchi and Jon M. Garfield qualify as independent directors in accordance with Nasdaq Marketplace Rule 5605(a)(2). In addition, our Board made a subjective determination as to each of the foregoing individuals that no relationships exist that, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out their responsibilities as a director.
24
Table of Contents
Selection of Independent Registered Public Accounting Firm
Our board of directors approved the continued engagement of Peterson Sullivan LLP as our independent registered public accounting firm for our fiscal year ending September 30, 2015. Peterson Sullivan was also ratified by our voters in the Company’s Proxy of 2014. Peterson Sullivan LLP has been our principal accountant since 2006 and audited our Consolidated Financial Statements for the fiscal years ended September 30, 2015 and 2014.
Audit and Related Fees for Fiscal 2015 and 2014
The following table sets forth the aggregate fees billed by Peterson Sullivan LLP, our independent registered public accounting firm, for professional services rendered to us during the fiscal years ended September 30, 2015 and 2014. The audit committee has considered these fees and services and has determined that the provision of these services is compatible with maintaining the independence of each firm.
| Fees | 2015 | | 2014 |
| Audit Fees (1) | $ | 55,750 | | $ | 53,205 |
| Audit Related Fees (2) | | - | | | - |
| Tax Fees (3) | | - | | | - |
| Total | $ | 55,750 | | $ | 53,205 |
(1) “Audit Fees” represent fees and expenses for professional services rendered for the audits of our annual financial statements for the applicable year and for the review of the financial statements included in our quarterly reports on Form 10-Q for the applicable year.
(2) “Audit Related Fees” consist of fees billed for assurance and related services that are related to the performance of the audit or review of our financial statements and registration filings with the SEC and are not reported as audit fees.
(3) “Tax Fees” consist of preparation of our federal and state tax returns, review of quarterly estimated payments, and consultation concerning tax compliance issues. We did not engage Peterson Sullivan LLP for tax services during fiscal 2015 or 2014, and instead we use a third-party consulting firm.
Audit Committee Pre-Approval Policies and Procedures
The policy of the Audit Committee is to pre-approve all audit and permissible non-audit services provided by our independent auditors. All of the services rendered to us by Peterson Sullivan LLP for the periods ended September 30, 2015 and 2014 were pre-approved by the Audit Committee at the time of the engagement of Peterson Sullivan LLP.
25
(a)(1) Financial Statements.
The financial statements listed in the Index to Financial Statements are filed as part of this Annual Report on Form 10-K.
(a)(2) Financial Statement Schedules
None required.
(a)(3) Exhibits.
The exhibits required by this Item are set forth on the Exhibit Index attached hereto.
26
Table of Contents
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Neah Power Systems, Inc., the registrant, has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: January 13, 2016 NEAH POWER SYSTEMS, INC.
By: /s/ GERARD C. D’COUTO
Gerard C. D’Couto
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of Neah Power Systems, Inc., in the capacities and on the dates indicated.
| | | |
| | | |
| | | |
| /s/ GERARD C. D’COUTO Gerard C. D’Couto | President and Chief Executive Officer (Principal Executive Officer) | January 13, 2016 |
| | | |
| /s/ DAVID SCHMIDT David Schmidt | Acting Chief Financial Officer and Director (Principal Financial Officer) | January 13, 2016 |
| | | |
| /s/ JEFFREY B. SAKAGUCHI* Jeffrey B. Sakaguchi | Director | January 13, 2016 |
| | | |
| /s/ JON M. GARFIELD* Jon M. Garfield | Director | January 13, 2016 |
| | | |
| /s/ William M. Shenkin* William M. Shenkin | Director | January 13, 2016 |
| |
| *The above-named directors of the registrant execute this report by Gerard C. D’Couto, their Attorney-in-Fact, pursuant to the powers of attorney executed by the above-named directors, which powers of attorney are filed as Exhibit 24 to this report. |
| BY: /S/ GERARD C. D’COUTO |
| GERARD C. D’COUTO, Attorney-in-Fact |
27
Table of Contents
Exhibit Index
| No. | Description | | Incorporation By Reference |
| 3.1 | Articles of Incorporation, as amended:
(i) Articles of Incorporation filed February 1, 2001;
(ii) Certificate of Amendment filed March 15, 2006;
(iii) Certificate of Change filed March 21, 2006;
(iv) Certificate of Change filed July 21, 2009;
(v) Certificate of Amendment filed August 3, 2009;
(vi) Certificate of Correction filed December 16, 2010
(vii) Certificate of Amendment filed March 2, 2011 | | Filed as an Exhibit to the Registrant’s Annual Report on Form 10-K, filed on January 3, 2012 and incorporated herein by reference. |
| 3.2 | Amended and Restated By-laws | | Filed as an Exhibit to the Registrant’s Registration Statement on Form 10-SB, filed on May 1, 2006 and incorporated herein by reference. |
| 4.1 | Certificate of Designation of Series B Preferred Stock | | Filed as an Exhibit to the Registrant’s Current Report on Form 8-K filed on July 15, 2011 and incorporated herein by reference. |
| 4.2 | Amendment of Certificate of Designation of Series B Preferred Stock | | Filed as an Exhibit to the Registrant’s Current Reports on Form 8-K on March 26, 2014 and incorporated herein by reference. |
| 4.3 | Amendment of Certificate of Designation of Series B Preferred Stock | | Filed as an Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on March 4, 2015 and incorporated herein by reference |
| 4.4 | Amendment of Certificate of Designation of Series B Preferred Stock | | Filed as an Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on July 16, 2015 and incorporated herein by reference |
| 4.5 | Amendment of Certificate of Designation of Series B Preferred Stock | | Dated January 13, 2016 and filed herewith |
| 10.1 | Employment Agreement Neah Power Systems, Inc. and Dr. Gerard C (Chris) D'Couto | | Filed as an Exhibit to the Registrant's Current Report on Form 8-K, filed on September 5, 2007 and incorporated herein by reference. |
|
| 10.2 | Form Director and Officer Indemnification Agreement | | Filed as an Exhibit to the Registrant’s Current Report on Form 8-K filed on December 3, 2010 and incorporated herein by reference. |
| 10.3 | Long Term Incentive Compensation Plan | | Filed with the Registrant’s Current Report on Schedule 14A on June 24, 2014 and incorporated herein by reference |
| 10.4 | Form of Stock Option Agreement under Long Term Incentive Compensation Plan | | Filed herewith as an Exhibit to the Registrant’s Registration Statement on Form 10-SB, filed on July 27, 2006 and incorporated herein by reference. |
| 10.5 | Schedule Cash Compensation Plan for the Directors of the Board | | Filed as an Exhibit to the Registrant’s Current Report on Form 8-K, filed on September 2, 2011 and incorporated herein by reference. |
| 10.6 | Lease Agreement, dated as of March 5, 2001, by and between Teachers Insurance & Annuity Association of America and Neah Power Washington | | Filed as an Exhibit to the Registrant’s Registration Statement on Form 10-SB/A, filed on September 12, 2006 and incorporated herein by reference. |
| 10.7 | First Amendment to Lease Agreement, dated as of June 6, 2003, by and between Teachers Insurance & Annuity Association of America and Neah Power Washington | | Filed as an Exhibit to the Registrant’s Registration Statement on Form 10-SB/A, filed on September 12, 2006 and incorporated herein by reference. |
| 10.8 | Second Amendment to Lease Agreement, dated as of July 7, 2006, by and between Teachers Insurance & Annuity Association of America and Neah Power Washington | | Filed as an Exhibit to the Registrant’s Registration Statement on Form 10-SB/A, filed on September 12, 2006 and incorporated herein by reference. |
| 10.9 | Fourth Lease Amendment Agreement, dated effective November 1, 2011, by and between Teachers Insurance & Annuity Association of America and Neah Power Systems, Inc. | | Filed as an Exhibit to the Registrant’s Current Report on Form 8-K, filed on November 18, 2011 and incorporated herein by reference. |
| 10.10 | Clark-Dodge Placement Agency Agreement | | Filed as Exhibit 10.46 with Form 10-Q on May 15, 2014, and incorporated by reference herein |
| 10.11 | Form of Securities Purchase Agreement with Sierra Trading Corporation and Summit Trading Ltd. | | Filed as Exhibit 10.47 with Form 10-Q on May 15, 2014, and incorporated by reference herein |
| 10.12 | Form of Securities Purchase Agreement with Summit Trading Ltd. | | Filed as Exhibit 10.47 with Form 10-Q on May 15, 2014, and incorporated by reference herein |
| 10.13 | Form of Securities Purchase Agreement and Warrant agreement with John P. de Neufville. | | Filed as Exhibits 10.1 and 10.2 with Form 8-K on June 13, 2014, and incorporated by reference herein |
| 10.14 | Form of Securities Purchase Agreement and Secured Promissory Note for Inter-Mountain Capital Corporation, LLC | | Filed as Exhibits 10.1 and 10.2 with Form 8-K on May 13, 2014, and incorporated by reference herein |
| 10.15 | Form of Global Amendment for Inter-Mountain Capital Corporation, LLC | | Filed as Exhibit 10.15 with Form 10-K on December 23, 2014 and incorporated by reference herein |
| 10.16 | Form of Six Month Convertible Promissory Note with Rich Niemiec. | | Filed as Exhibit 10.15 with Form 10-K on December 23, 2014 and incorporated by reference herein |
| 10.17 | Form of Warrant Agreement with Rich Niemiec | | Filed as Exhibit 10.15 with Form 10-K on December 23, 2014 and incorporated by reference herein |
| 10.18 | Form of Merger Agreement with Shorai, Inc. | | Filed as Exhibit 10.1 with Form 8-K on January 8, 2015 and incorporated by reference herein |
| 10.19 | Amendment to agreement and plan of merger with Shorai, Inc. | | Filed as an Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on March 4, 2015 and incorporated herein by reference |
| 10.20 | Second amendment to agreement and plan of merger with Shorai, Inc. | | Filed as an Exhibit to the Registrant's Current Report on Form 8-K filed on April 20, 2015 and incorporated herein by reference |
| 10.21 | Third amendment to agreement and plan of merger with Shorai, Inc. | | Filed as an Exhibit to the Registrant's Current Report on Form 8-K filed on May 22, 2015 and incorporated herein by reference |
| 10.22 | Fourth amendment to agreement and plan of merger with Shorai, Inc. | | Filed as an Exhibit to the Registrant's Current Report on Form 8-K filed on June 17, 2015 and incorporated herein by reference |
| 10.23 | Fifth amendment to agreement and plan of merger with Shorai, Inc. | | Filed as an Exhibit to the Registrant's Current Report on Form 8-K filed on July 20, 2015 and incorporated herein by reference |
| 10.24 | Form of Securities Purchase Agreement and Secured Promissory Note for Inter-Mountain Capital Corporation, LLC | | Filed as Exhibits 10.2 and 10.3 with Form 8-K on June 22, 2015, and incorporated by reference herein |
| 10.25 | Form of Warrant for certain Board Members and Management of the registrant Neah Power Systems, Inc. | | Filed as Exhibit 99.1 with Form 8-K on September 11, 2015, and incorporated by reference herein |
| 10.26 | Form of Convertible Promissory Note with JMJ Financial | | Filed as Exhibit 10.3 with Form 8-K on November 10, 2015, and incorporated by reference herein |
| 10.27 | Form of DEF 14A Proxy Solicitation Consent | | Filed on Form DEF 14A on December 10, 2015, and incorporated by reference herein |
| 10.28 | Form of Securities Purchase Agreement and Convertible Promissory Note and Replacement Convertible Promissory Note for Union Capital LLC | | Filed as Exhibits 10.1, 10.2 and 10.3 with Form 8-K on December 18, 2015, and incorporated by reference herein |
| 11.1 | Statement re Computation of Per Share Earnings.** | | |
| 21.1 | Subsidiaries of the Registrant | | Filed as an Exhibit to the Registrant’s Registration Statement on Form 10-SB, filed on July 27, 2006 and incorporated herein by reference. |
| | | | |
| 23.1 | Consent of Peterson Sullivan LLP | | Filed herewith. |
| 24.1 | Power of Attorney | | Filed herewith. |
| 31.1 | Rule 13a-14(a) Certification of Chief Executive Officer | | Filed herewith. |
| 31.2 | Rule 13a-14(a) Certification of Chief Financial Officer | | Filed herewith. |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 per Section 906 of the Sarbanes-Oxley Act of 2002 | | Filed herewith. |
| 101.INS | XBRL Instance Document.*** | | Filed herewith. |
| 101.SCH | XBRL Taxonomy Extension Schema Document.*** | | Filed herewith. |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document.*** | | Filed herewith. |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document.*** | | Filed herewith. |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document.*** | | Filed herewith. |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document.*** | | Filed herewith. |
| * | Management contract or compensatory plan or arrangement required to be filed as an Exhibit hereto. |
| ** | Information required to be presented in Exhibit 11 is provided in Note 4 of the Notes to Consolidated Financial Statements in accordance with accounting rules related to accounting for earnings per share. |
| *** | In accordance with Rule 406T of Regulation S-T, the XBRL (Extensible Business Reporting Language) information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing. |
28
EXHIBIT 4.5
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference into Registration Statement No. 333-168052 on Form S-8 of Neah Power Systems, Inc. ("the Company") of our report dated January 13, 2016, on our audits of the consolidated financial statements of the Company as of and for the years ended September 30, 2015 and 2014, appearing in the Company's Annual Report on Form 10-K for the year ended September 30, 2015.
Our report contains an explanatory paragraph that states that the Company had an accumulated deficit and a working capital deficit at September 30, 2015. Additionally, the Company used cash in operating activities for the year ended September 30, 2015, and has experienced recurring losses since inception. These conditions raise substantial doubt about the Company's ability to continue as a going concern.
/S/ PETERSON SULLIVAN LLP
Seattle, Washington
January 13, 2016
Exhibit 31.1
CERTIFICATION
Pursuant to 18 U.S.C. 1350
(Section 302 of the Sarbanes-Oxley Act of 2002)
I, Gerard C. D’Couto, Chief Executive Officer of Neah Power Systems, Inc., certify that:
1. I have reviewed this Annual Report on Form 10-K of Neah Power Systems, Inc;
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 office 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 fiscal year of 2015 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 office 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.
Dated: January 13, 2016 By: /s/ GERARD C. D’COUTO
Gerard C. D’Couto
Chief Executive Officer
Exhibit 31.2
CERTIFICATION
Pursuant to 18 U.S.C. 1350
(Section 302 of the Sarbanes-Oxley Act of 2002)
I, David Schmidt, Acting Principal Financial Officer of Neah Power Systems, Inc., certify that:
1. I have reviewed this Annual Report on Form 10-K of Neah Power Systems, Inc;
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 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 fiscal year of 2015 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 office 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.
Dated: January 13, 2016 By: /s/ DAVID SCHMIDT
David Schmidt
Acting Principal Financial Officer
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF ACCOUNTING OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Each of the undersigned hereby certifies, in accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his capacity as an officer of Neah Power Systems, Inc. (the “Company”), that, to his knowledge, the Annual Report of the Company on Form 10-K for the period ended September 30, 2015, fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operation of the Company as of the dates and for the periods presented in the financial statements included in such report.
Dated: January 13, 2016 By: /s/ GERARD C. D’COUTO
Gerard C. D’Couto
Chief Executive Officer
Dated: January 13, 2016
By: /s/ DAVID SCHMIDT
David Schmidt
Acting Principal Financial Officer
v3.3.1.900
Document And Entity Information - USD ($)
|
12 Months Ended |
|
|
Sep. 30, 2015 |
Dec. 16, 2015 |
Mar. 31, 2015 |
| Document and Entity Information [Abstract] |
|
|
|
| Entity Registrant Name |
NEAH POWER SYSTEMS, INC.
|
|
|
| Document Type |
10-K
|
|
|
| Current Fiscal Year End Date |
--09-30
|
|
|
| Entity Common Stock, Shares Outstanding |
|
1,364,055,829
|
|
| Entity Public Float |
|
|
$ 6,540,616
|
| Amendment Flag |
false
|
|
|
| Entity Central Index Key |
0001162816
|
|
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| Entity Current Reporting Status |
Yes
|
|
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| Entity Voluntary Filers |
No
|
|
|
| Entity Filer Category |
Smaller Reporting Company
|
|
|
| Entity Well-known Seasoned Issuer |
No
|
|
|
| Document Period End Date |
Sep. 30, 2015
|
|
|
| Document Fiscal Year Focus |
2015
|
|
|
| Document Fiscal Period Focus |
FY
|
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v3.3.1.900
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
|
Sep. 30, 2015 |
Sep. 30, 2014 |
| Current Assets |
|
|
| Cash & cash equivalents |
$ 4,737
|
$ 475,135
|
| Restricted cash |
$ 10,000
|
$ 10,000
|
| Note receivable, net of allowance for uncollectable accounts of $52,347 |
|
|
| Accounts receivable |
|
$ 6,300
|
| Prepaid expenses and other current assets |
$ 63,696
|
165,108
|
| Deferred loan fees |
142,061
|
23,125
|
| Total current assets |
220,494
|
679,668
|
| Property and equipment, net |
70,203
|
83,511
|
| Total assets |
290,697
|
763,179
|
| Current liabilities |
|
|
| Accounts payable |
344,484
|
729,297
|
| Accrued compensation and related expenses |
719,540
|
528,387
|
| Other liabilities |
98,583
|
89,733
|
| Notes payable and accrued interest, net of discount of $72,255 and $48,385, respectively |
860,825
|
464,479
|
| Total current liabilities |
$ 2,023,432
|
$ 1,811,896
|
| Commitments and contingencies (see note 13) |
|
|
| Stockholders' deficit |
|
|
| Preferred stock $0.001 par value: 5,000,000 shares authorized Series B convertible: 2,222,022 shares designated, 1,203,576 and 1,314,988 shares issued and outstanding, respectively |
$ 1,204
|
$ 1,315
|
| Common stock $0.001 par value, 1,800,000,000 shares authorized, 1,286,829,462 and 966,107,350 shares issued and outstanding, respectively |
1,286,829
|
966,107
|
| Additional paid-in-capital |
63,710,437
|
60,351,492
|
| Accumulated deficit |
(66,731,205)
|
(62,367,631)
|
| Total stockholders' deficit |
(1,732,735)
|
(1,048,717)
|
| Total liabilities and stockholders' deficit |
290,697
|
763,179
|
| Series B Preferred Stock [Member] | Convertible Preferred Stock [Member] |
|
|
| Stockholders' deficit |
|
|
| Preferred stock $0.001 par value: 5,000,000 shares authorized Series B convertible: 2,222,022 shares designated, 1,203,576 and 1,314,988 shares issued and outstanding, respectively |
$ 1,204
|
$ 1,315
|
| X |
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v3.3.1.900
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($)
|
Sep. 30, 2015 |
Sep. 30, 2014 |
| Allowances for uncollectable accounts (in Dollars) |
$ 52,347
|
$ 52,347
|
| Discount (in Dollars) |
$ 72,255
|
$ 48,385
|
| Preferred stock, par value (in Dollars per share) |
$ 0.001
|
$ 0.001
|
| Preferred stock, shares authorized |
5,000,000
|
5,000,000
|
| Common stock par value (in Dollars per share) |
$ 0.001
|
$ 0.001
|
| Common stock, shares authorized |
1,800,000,000
|
1,800,000,000
|
| Common stock, shares issued |
1,286,829,462
|
966,107,350
|
| Common stock, shares outstanding |
1,286,829,462
|
966,107,350
|
| Series B Preferred Stock [Member] | Convertible Preferred Stock [Member] |
|
|
| Preferred stock, par value (in Dollars per share) |
$ 0.001
|
$ 0.001
|
| Preferred stock, shares authorized |
2,222,022
|
2,000,000
|
| Preferred stock, shares issued |
1,203,576
|
1,314,988
|
| Preferred stock, shares outstanding |
1,203,576
|
1,314,988
|
| X |
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v3.3.1.900
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
|
12 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
| Revenues |
$ 196,073
|
$ 1,787
|
| Cost of revenues |
11,740
|
1,730
|
| Gross profit |
184,333
|
57
|
| Operating expenses |
|
|
| Research and development expense |
1,320,837
|
1,300,265
|
| Marketing and sales expense |
1,290,499
|
823,685
|
| General and administrative expense |
1,275,375
|
932,017
|
| Total operating expenses |
3,886,711
|
3,055,967
|
| Loss from operations |
(3,702,378)
|
(3,055,910)
|
| Other income (expense) |
|
|
| Financing costs |
(302,674)
|
(276,694)
|
| Interest expense |
(669,368)
|
(100,061)
|
| Gain (loss) on sale of equipment |
13,500
|
(2,011)
|
| Gain (Loss) on extinguishment of liabilities, net |
303,646
|
(403,133)
|
| Other income (expense) |
(6,300)
|
6,000
|
| Net loss |
$ (4,363,574)
|
$ (3,831,809)
|
| Net loss per share |
|
|
| Basic and diluted loss per common share (in Dollars per share) |
$ 0.00
|
$ 0.00
|
| Weighted average shares used to compute net loss per share |
|
|
| Basic and diluted weighted average common shares outstanding (in Shares) |
1,060,777,052
|
896,518,105
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v3.3.1.900
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
|
12 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
| Cash flows from operating activities: |
|
|
| Net loss |
$ (4,363,574)
|
$ (3,831,809)
|
| Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
| Depreciation |
22,881
|
3,910
|
| Amortization of debt discount |
606,364
|
81,194
|
| Expense from financing costs paid in equity and debt issuance |
255,775
|
104,569
|
| Stock-based compensation expense from options, warrants, and shares issued for services |
1,521,055
|
690,395
|
| Bad debt allowance |
6,300
|
(6,000)
|
| Loss(Gain) on extinguishment of liabilities, net |
(303,646)
|
403,133
|
| Loss (gain) on sale of equipment |
$ (13,500)
|
2,011
|
| Non-cash charitable donations of fixed assets and stock |
|
35,947
|
| Changes in operating assets and liabilities |
|
|
| Prepaid expenses and other current assets |
$ 101,412
|
(34,692)
|
| Accounts payable |
(51,167)
|
(10,387)
|
| Accrued compensation and related expense |
191,153
|
33,025
|
| Accrued interest and other liabilities |
70,790
|
15,136
|
| Net cash used in operating activities |
(1,956,157)
|
(2,513,568)
|
| Cash flows from investing activities |
|
|
| Proceeds from sale of equipment |
13,500
|
64,327
|
| Purchases of equipment |
$ (9,572)
|
(44,458)
|
| Change in restricted cash |
|
(10,000)
|
| Collection of note receivable |
|
6,000
|
| Net cash provided by investing activities: |
$ 3,928
|
15,869
|
| Cash flows from financing activities: |
|
|
| Proceeds from sale of common stock |
|
1,200,000
|
| Proceeds from notes payable, net |
$ 907,500
|
570,000
|
| Proceeds from sale of preferred stock |
$ 642,463
|
1,314,988
|
| Proceeds from warrant exercise |
|
2,000
|
| Principal payments on notes payable |
$ (68,132)
|
(132,500)
|
| Net cash provided by financing activities |
1,481,831
|
2,954,488
|
| Net change in cash and cash equivalents |
(470,398)
|
456,789
|
| Cash and cash equivalents, beginning of year |
475,135
|
18,346
|
| Cash and cash equivalents, end of year |
4,737
|
475,135
|
| Supplemental cash flow information |
|
|
| Cash paid for interest |
$ 1,243
|
$ 5,647
|
| Cash paid for income taxes |
|
|
| Noncash investing and financing activities |
|
|
| Discount (including beneficial conversion feature) on notes payable |
$ 630,233
|
$ 91,671
|
| Original issue discount on notes payable issued |
50,000
|
$ 45,000
|
| Warrants issued as loan fee |
288,712
|
|
| Accounts payable converted to debt |
30,000
|
|
| Settlement Of Liabilities And Conversion Of Convertible Notes [Member] |
|
|
| Noncash investing and financing activities |
|
|
| Shares and warrants issued in connection with settlement of liabilities and conversion of convertible notes |
$ 561,093
|
$ 597,278
|
| Asset Purchase Agreement [Member] |
|
|
| Noncash investing and financing activities |
|
|
| Shares issued in connection with an asset purchase agreement |
|
$ 120,633
|
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v3.3.1.900
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($)
|
Series B Preferred Stock [Member] |
Common Stock [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Total |
| Balances at Sep. 30, 2013 |
$ 287
|
$ 766,991
|
$ 56,422,602
|
$ (58,535,822)
|
$ (1,345,942)
|
| Balances (in Shares) at Sep. 30, 2013 |
286,700
|
766,991,327
|
|
|
|
| Issuance of common stock in settlement of liabilities |
|
$ 18,546
|
521,454
|
|
540,000
|
| Issuance of common stock in settlement of liabilities (in Shares) |
|
18,545,595
|
|
|
|
| Issuance of common stock on conversion of notes payable and accrued interest |
|
$ 15,353
|
41,925
|
|
57,278
|
| Issuance of common stock on conversion of notes payable and accrued interest (in Shares) |
|
15,353,144
|
|
|
|
| Issuance of common stock and warrants for services |
|
$ 5,673
|
143,381
|
|
149,055
|
| Issuance of common stock and warrants for services (in Shares) |
|
5,673,346
|
|
|
|
| Issuance of common stock for cash |
|
$ 33,333
|
466,667
|
|
500,000
|
| Issuance of common stock for cash (in Shares) |
|
33,333,333
|
|
|
|
| Issuance of common stock for funding and asset purchase |
|
$ 60,100
|
760,533
|
|
820,633
|
| Issuance of common stock for funding and asset purchase (in Shares) |
|
60,100,000
|
|
|
|
| Issuance of common stock and warrants in connection with fee associated with note payable issues |
|
$ 7,295
|
89,774
|
|
97,068
|
| Issuance of common stock and warrants in connection with fee associated with note payable issues (in Shares) |
|
7,294,748
|
|
|
|
| Issuance of common stock for donation |
|
$ 938
|
14,063
|
|
15,000
|
| Issuance of common stock for donation (in Shares) |
|
937,500
|
|
|
|
| Exercise of warrants |
|
$ 1,612
|
388
|
|
2,000
|
| Exercise of warrants (in Shares) |
|
1,612,204
|
|
|
|
| Stock-based compensation - options |
|
|
541,341
|
|
541,341
|
| Issuance of Series B Preferred Stock |
$ 1,315
|
|
1,313,673
|
|
1,314,988
|
| Issuance of Series B Preferred Stock (in Shares) |
1,314,988
|
|
|
|
|
| Conversion of Series B Preferred Stock to common stock |
$ (287)
|
$ 56,266
|
(55,979)
|
|
|
| Conversion of Series B Preferred Stock to common stock (in Shares) |
(286,700)
|
56,266,153
|
|
|
|
| Beneficial conversion feature on convertible debt issued |
|
|
91,671
|
|
91,671
|
| Net loss |
|
|
|
(3,831,809)
|
(3,831,809)
|
| Balances at Sep. 30, 2014 |
$ 1,315
|
$ 966,107
|
60,351,492
|
(62,367,631)
|
(1,048,717)
|
| Balances (in Shares) at Sep. 30, 2014 |
1,314,988
|
966,107,350
|
|
|
|
| Issuance of common stock on conversion of notes payable and accrued interest |
|
$ 152,134
|
408,959
|
|
561,093
|
| Issuance of common stock on conversion of notes payable and accrued interest (in Shares) |
|
152,134,000
|
|
|
|
| Issuance of common stock and warrants for services |
|
$ 6,646
|
1,213,343
|
|
1,219,989
|
| Issuance of common stock and warrants for services (in Shares) |
|
6,646,113
|
|
|
|
| Issuance of common stock and warrants in connection with fee associated with note payable issues |
|
$ 5,932
|
318,780
|
|
324,712
|
| Issuance of common stock and warrants in connection with fee associated with note payable issues (in Shares) |
|
5,931,818
|
|
|
|
| Warrants issued in connection with note payable |
|
|
208,000
|
|
208,000
|
| Stock-based compensation - options |
|
|
301,066
|
|
301,066
|
| Issuance of Series B Preferred Stock |
$ 642
|
|
641,821
|
|
642,463
|
| Issuance of Series B Preferred Stock (in Shares) |
642,462
|
|
|
|
|
| Conversion of Series B Preferred Stock to common stock |
$ (754)
|
$ 156,010
|
(155,256)
|
|
|
| Conversion of Series B Preferred Stock to common stock (in Shares) |
(753,874)
|
156,010,181
|
|
|
|
| Beneficial conversion feature on convertible debt issued |
|
|
422,233
|
|
422,233
|
| Net loss |
|
|
|
(4,363,574)
|
(4,363,574)
|
| Balances at Sep. 30, 2015 |
$ 1,204
|
$ 1,286,829
|
$ 63,710,437
|
$ (66,731,205)
|
$ (1,732,735)
|
| Balances (in Shares) at Sep. 30, 2015 |
1,203,576
|
1,286,829,462
|
|
|
|
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v3.3.1.900
Description of business Organization
|
12 Months Ended |
Sep. 30, 2015 |
|---|
| Disclosure Text Block [Abstract] |
|
| Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] |
Note 1 –Description of business
Organization
Our Company was incorporated in the State of Nevada in 2001, as Neah Power Systems, Inc., and together with its subsidiary, is referred to as the “Company”, “we”, “us”, or “our”.
Business
We are engaged in the development and sale of renewable energy solutions using our direct methanol micro fuel cell technology, our formic acid fuel cell technology and our reformer technology. Our fuel cells are designed to replace existing rechargeable battery technology in a variety of applications and can run in either aerobic or anaerobic modes. We are developing solutions specifically targeted for the military, transportation vehicles, and portable electronics applications. Our long-lasting, efficient and safe power solutions include devices, such as notebook PCs, military radios, and other power-hungry computer, entertainment and communications products. We use a unique patented, silicon-based design for our micro fuel cells that create higher power densities and enables lighter-weight, smaller form-factors, and will potentially create more cost effective manufacturing and potentially lower product costs.
We are developing two classes of fuel cells, one referred to as the PowerChip™ and the other as the BuzzCell™ product. The PowerChip™ is a silicon based fuel cell that uses traditional computer chip manufacturing to build the fuel cell. The BuzzCell™ product was developed during the last two years using some processing steps of the PowerChip™ technology and using polymeric materials for a lower cost, consumer oriented product. The PowerChip™ is targeted for applications (anaerobic) where the quality of the surrounding air is unpredictable or not available like diesel-fumes contaminated environments or underwater applications. The BuzzCell™ product uses air from the surrounding environment and is targeted for consumer-oriented and less aggressive applications for lower power ranges. The Company is also developing Formira HOD™, a reformer platform for direct on-site generation of hydrogen gas. Customers will be able carry a liquid with a better safety profile and generate hydrogen gas at point of use rather than carrying high pressure hydrogen gas cylinders.
Our laboratory facilities and corporate office are located in Bothell, Washington.
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v3.3.1.900
Summary of significant accounting policies
|
12 Months Ended |
Sep. 30, 2015 |
|---|
| Accounting Policies [Abstract] |
|
| Significant Accounting Policies [Text Block] |
Note 2 –Summary of significant accounting policies
Use of estimates in the preparation of consolidated financial statements
Preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The more significant accounting estimates inherent in the preparation of our consolidated financial statements include estimates as to the valuation of equity related instruments and valuation allowance for deferred income tax assets.
Consolidation
The consolidated financial statements include the accounts of the Company and our wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated.
Cash and cash equivalents and restricted cash
We consider all highly liquid investments purchased with maturities of three months or less to be cash equivalents. We place our cash balances with high credit quality financial institutions. At times, such balances may be in excess of the FDIC insurance limit. Restricted cash is reported separately and not reported as cash and cash equivalents. Restricted cash is reserved as collateral against a bank issued company credit card.
Accounts Receivable
In the normal course of business, we decide to extend credit to certain customers without requiring collateral or other security interests. Management reviews its accounts receivable at each reporting period to provide for an allowance against accounts receivable for an amount that could become uncollectible. This review process may involve the identification of payment problems with specific customers. Periodically we estimate this allowance based on the aging of the accounts receivable, historical collection experience, and other relevant factors, such as changes in the economy and the imposition of regulatory requirements that can have an impact on the industry. These factors continuously change, and can have an impact on collections and our estimation process.
Contingencies
Certain conditions may exist as of the date financial statements are issued, which may result in a loss but which will only be resolved when one or more future events occur or do not occur. We assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to pending legal proceedings that are pending against us or unasserted claims that may result in such proceedings, we evaluate the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a liability has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in our consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable would be disclosed.
Fair value of financial instruments
The carrying value of cash and cash equivalents approximate their fair value (determined based on level 1 inputs in the fair value hierarchy) based on the short-term nature of these financial instruments. The carrying values of the note receivable, before allowance, and notes payable and accrued interest approximate their fair value (determined based on level 3 inputs in the fair value hierarchy) because interest rates approximate market interest rates.
Property and equipment
Property and equipment is stated at cost. Additions and improvements that significantly add to the productive capacity or extend the life of an asset are capitalized. Maintenance and repairs are expensed as incurred. Depreciation is computed using the straight-line method over three to five years. Leasehold improvements are amortized over the lesser of the estimated remaining useful life of the asset or the remaining lease term.
Impairment of long-lived assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows that we expect to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. We have not recognized any impairment.
Income taxes
We account for income taxes using an asset and liability method which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that we expect to realize. We continue to provide a full valuation allowance to reduce our net deferred tax asset to zero, inasmuch as we have not determined that realization of deferred tax assets is more likely than not. Any provision for income taxes would represent the tax payable for the period and change during the period in net deferred tax assets and liabilities.
Debt discount
We record the value of original issue discounts associated with notes payable on issuance and the recognized value of beneficial conversion feature of debt securities as a debt discount, which is presented net of related notes payable on the consolidated balance sheets and amortized as an adjustment to interest expense over the borrowing term.
Deferred Loan Fees
Deferred loan fees consist of fees associated with obtaining or restructuring existing debt. These fees are amortized over the term of the related debt using the effective interest method.
Research and development expense
Research and development costs are expensed as incurred.
Share based compensation
We use the Black-Scholes-Merton option pricing model as our method of valuation for stock-based option and warrant awards. Stock-based compensation expense is based on the value of the portion of the stock-based award that will vest during the period, adjusted for expected forfeitures. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual or updated results differ from our current estimates, such amounts will be recorded in the period the estimates are revised. The Black-Scholes-Merton option pricing model requires the input of highly subjective assumptions, and other reasonable assumptions could provide differing results. Our determination of the fair value of stock-based awards on the date of grant using an option pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected life of the award and expected stock price volatility over the term of the award. Stock-based compensation expense is recognized on a straight-line basis over the applicable vesting period (deemed the requisite service period) based on the fair value of such stock-based awards on the grant date.
Revenue recognition
In general, we recognize revenue when we have persuasive evidence of an arrangement, the services/goods have been provided or delivered to the customer, the price is fixed and determinable, no significant unfulfilled obligations exist, and collectability is reasonably assured. Revenue from research and development arrangements is recognized either (a) as performance is estimated to be completed which is based on factors such as costs or direct labor hours of the project, or (b) using the milestone method if the contractual milestones in the arrangement are determined to be substantive. Each research and development arrangement is analyzed to determine the appropriate revenue recognition method to be utilized. Estimates of performance completion are reviewed on a periodic basis and are subject to change, and changes could occur in the near term. If an estimate is changed, revenue could be impacted significantly. Payments received in excess of amounts earned are recorded as deferred revenue. Revenue from the sale of products and prototypes is generally recognized after both the goods are shipped to the customer and acceptance has been received, if required. Our products are shipped complete and ready to be incorporated into higher-level assemblies by our customers. The terms of the customer arrangements generally pass title and risk of ownership to the customer at the time of shipment.
$172,285 of revenue for the year ended September 30, 2015, was from one customer located in India.
Reclassifications
Certain prior year amounts have been reclassified to conform with the current year presentation. There has been no impact on previously reported net income (loss) or shareholders’ deficit from such reclassifications.
Recent accounting pronouncements
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers: Topic 606 (ASU 2014-09), to supersede nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for the fiscal and interim reporting periods beginning after December 15, 2017 using either of two methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (ii) retrospective with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU 2014-09. Management is currently evaluating the impact of the Company's pending adoption of ASU 2014-09 on its consolidated financial statements. The effective date of ASU 2014-09 was delayed one year, changed from December 15, 2016 to December 15, 2017 by the FASB in July 2015 although entities can still elect to adopt beginning during fiscal reporting periods, beginning after December 15, 2016.
In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15), which provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 will be effective for the year ended September 30, 2017, with early adoption permitted. The Company is currently evaluating the impact of its pending adoption of ASU 2014-15 on its consolidated financial statements.
In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03), which requires 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 that debt liability, consistent with debt discounts. ASU 2015-03 will be effective for the year ended September 30, 2017, with early adoption permitted. The Company is currently evaluating the impact of its pending adoption of ASU 2015-03 on its consolidated financial statements.
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v3.3.1.900
Going concern
|
12 Months Ended |
Sep. 30, 2015 |
|---|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
| Substantial Doubt about Going Concern [Text Block] |
Note 3 –Going concern
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of our Company as a going concern. Since inception, we have reported net losses, including losses of $4,363,574 and $3,831,809 during the years ended September 30, 2015 and 2014, respectively, and we expect losses to continue in the near future as we grow our operations. At September 30, 2015, we have a working capital deficit of $1,802,938, and an accumulated deficit of $66,731,205. Net cash used by operating activities was $1,956,157 and $2,513,568 during the years ended September 30, 2015 and 2014, respectively. We have funded our operations through sales of our common and preferred stock, and short-term borrowings. In this regard, during the year ended September 30, 2015, we raised a net amount of $1,481,831 from our financing activities. These factors raise substantial doubt about our ability to continue as a going concern.
We require additional financing to execute our business strategy and to satisfy our near-term working capital requirements. Our operating expenses will use a significant amount of our cash resources. Our management intends to raise additional financing to fund future operations and to provide additional working capital to further fund our growth. There is no assurance that such financing will be obtained in sufficient amounts necessary or on terms favorable or acceptable to us to meet our needs. In the event that we cannot obtain additional funds, on a timely basis or our operations do not generate sufficient cash flow, we may be forced to curtail our development or cease our activities.
The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or amounts and classifications of liabilities that may result from the outcome of this uncertainty.
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v3.3.1.900
Net loss per share
|
12 Months Ended |
Sep. 30, 2015 |
|---|
| Earnings Per Share [Abstract] |
|
| Earnings Per Share [Text Block] |
Note 4 –Net loss per share
Basic and diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Common stock equivalents for 2015 and 2014 are excluded as the effect would be anti-dilutive due to our net losses. The following numbers of shares have been excluded from net loss per share computations for the fiscal years ending September 30, 2015 and 2014, respectively:
Shares |
2015 |
2014 |
Convertible preferred stock |
546,696,939 |
165,617,183 |
Convertible debt |
364,953,649 |
66,365,107 |
Common stock options (see note 11) |
232,446,007 |
236,096,007 |
Common stock purchase warrants (see note 11) |
477,542,486 |
368,585,978 |
|
|
|
All of the convertible preferred stock issued is convertible solely at the Company’s option. Convertible debt payments are either 1) to be made in cash or in converted shares at the Company’s option or 2) not convertible due to an extension of the note term. While exercisable, all of the common stock options exercise prices exceed the current market price for common stock. As of September 30, 2015, warrants exercisable into 341,263,225 shares of common stock are not exercisable until the Company’s authorized shares of common stock are increased by shareholder approval which is anticipated for late January 2016.
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v3.3.1.900
Property and equipment
|
12 Months Ended |
Sep. 30, 2015 |
|---|
| Property, Plant and Equipment [Abstract] |
|
| Property, Plant and Equipment Disclosure [Text Block] |
Note 5 –Property and equipment
Property and equipment consisted of the following at September 30, 2015 and 2014, respectively:
|
September 30, 2015 |
|
September 30, 2014 |
Laboratory equipment |
$ |
1,149,219 |
|
$ |
1,229,716 |
Computer hardware and software |
|
213,376 |
|
|
213,376 |
Leasehold improvements |
|
579,641 |
|
|
579,641 |
Total property and equipment |
$ |
1,942,236 |
|
$ |
2,022,733 |
Accumulated depreciation and amortization |
|
(1,872,033) |
|
|
(1,939,222) |
Net property and equipment |
$ |
70,203 |
|
$ |
83,511 |
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v3.3.1.900
Note receivable
|
12 Months Ended |
Sep. 30, 2015 |
|---|
| Notes Receivable [Abstract] |
|
| Notes Receivable [Text Block] |
Note 6 – Note receivable
In May 2011, we announced that we had signed a non-binding letter of intent to acquire privately-held Exigent Security Products, Inc. (“Exigent”). We have since discontinued our efforts to consummate this acquisition and we have terminated this letter of intent. During the year ended September 30, 2011 and in conjunction with the acquisition efforts, we advanced $47,500 to Exigent pursuant to a note receivable due in June 2012, which bears interest at 10% per annum and is collateralized by certain technology. The total principal and interest due has been fully reserved as of September 30, 2015 and 2014 and we have ceased accruing interest.
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v3.3.1.900
Prepaid Expenses and Other Current Assets
|
12 Months Ended |
Sep. 30, 2015 |
|---|
| Disclosure Text Block Supplement [Abstract] |
|
| Other Current Assets [Text Block] |
Note 7 – Prepaid Expenses and Other Current Assets
Prepaid Expenses and Other Current Assets consist of the following at September 30, 2015 and 2014, respectively:
Prepaid Assets |
2015 |
|
2014 |
Consulting Services |
|
- |
|
$ |
28,645 |
Insurances |
$ |
14,904 |
|
|
8,610 |
Deposits |
|
23,298 |
|
|
33,814 |
Advanced Payments on Manufactured Product |
|
13,143 |
|
|
81,997 |
Other |
|
12,351 |
|
|
12,042 |
Total |
$ |
63,696 |
|
$ |
165,108 |
The prepaid consulting services are related to various investor relations and marketing agreements for services related to various business and related matters.
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v3.3.1.900
Accrued compensation due executive officers and board of directors
|
12 Months Ended |
Sep. 30, 2015 |
|---|
| Compensation Related Costs [Abstract] |
|
| Compensation Related Costs, General [Text Block] |
Note 8 – Accrued compensation due executive officers and board of directors
Due to working capital limitations, we have deferred payments of compensation to our Chief Executive Officer and former Chief Financial Officer, our Acting Principal Financial Officer and to members of our Board of Directors, which are included in accrued compensation and related expenses in the accompanying consolidated balance sheets. Accrued compensation due to executive officers and board of directors consisted of the following:
| |
September 30, 2015 |
|
September 30, 2014 |
Due to officers |
$ |
475,972 |
|
$ |
341,541 |
Due to directors |
|
184,821 |
|
|
120,424 |
Total |
$ |
660,793 |
|
$ |
461,965 |
Of the balance of $719,540 and $528,387 in accrued compensation and related expenses in the consolidated balance sheets at September 30, 2015 and 2014, $57,803 and $64,133 respectively is related to accrued paid time off and to accrued payroll taxes on deferred compensation. Included in the $475,972 and $341,541 Due to officers at September 31, 2015 and 2014 respectively, is $170,139 and $113,489 owed to Advanced Materials Advisory LLC (see note 14).
|
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v3.3.1.900
Notes payable
|
12 Months Ended |
Sep. 30, 2015 |
|---|
| Notes Payable Disclosure [Abstract] |
|
| Notes Payable Disclosure [Text Block] |
Note 10 – Notes payable
Notes payable and accrued interest consisted of the following:
| |
September 30,
2015 |
|
September 30, 2014 |
Convertible debentures |
$ |
888,510 |
|
$ |
502,500 |
Accrued interest |
|
44,570 |
|
|
10,364 |
Debt discount |
|
(72,255) |
|
|
(48,385) |
Total |
$ |
860,825 |
|
$ |
464,479 |
Settlement of Notes Payable
In October 2013, we issued a convertible promissory note to an investor in the amount of $20,000 for net proceeds of $19,000. The note bore interest at a rate of 6% per annum and had a maturity date of September 30, 2014. The Company recorded beneficial conversion feature in the amount of $14,965 for this note, which has been amortized to interest expense in the year ended September 30, 2014. In April 2014, the note holder converted the $20,000 note in full into 1,504,139 shares of common stock.
During the year ended September 30, 2014, one of our convertible note holders converted the remaining balance of $38,274 plus interest into 14,068,600 share of common stock. The Company amortized the remaining beneficial conversion feature in the amount of $23,427 to interest expense in our consolidated statement of operations for the year ended September 30, 2014.
In October 2013 we received $100,000 under two security purchase agreements together with two 18% senior debentures. The debentures were to be paid back if the Company raises in excess of $265,000 in debt or equity financing. The debentures carried a minimum interest amount equal to $2,250 each. In December 2013 the Company paid $52,250 to each of the holders in full payment of the notes and also issued 1,978,143 shares of common stock each per the agreement. We recorded $37,980 to finance charges for this stock issuance in our consolidated statement of operations for the year ended September 30, 2014.
In December 2013 we exercised the Company’s right to prepay a convertible note of $32,500. The note bore interest at a rate of 8% per annum and included a prepayment penalty of 50%.The Company recorded $16,250 in prepayment penalties to finance charges in our consolidated statement of operations for the year ended September 30, 2014, and amortized the remaining beneficial conversion feature of $14,481 to interest expense in our consolidated statement of operations for the year ended September 30, 2014. The note has been returned “paid-in-full”.
In March 2014 the Company and one of its note holders agreed to convert a $100,000 note plus interest of $5,742 dated July 1, 2013, into 17,000,000 shares of common shares with a fair value of $510,000. We recorded $404,258 to loss on extinguishment of liabilities in our consolidated statement of operations for the year ended September 30, 2014 for this conversion.
Issuance of Convertible Promissory Notes – Inter-Mountain
On May 7, 2014 we received an initial payment on a May 5, 2014 Securities Purchase Agreement with Inter-Mountain Capital Corporation LLC (“Inter-Mountain”), for the sale of a 5% Secured Convertible Promissory Note in the principal amount of $832,500, which includes legal expenses in the amount of $7,500 and a $75,000 original issue discount, for net proceeds of $750,000, consisting of $450,000 paid in cash at closing in May 2014 with the remaining amount of $300,000 funded in March 2015. The outstanding balance of this note in our consolidated balance sheets at September 30, 2015, and September 30, 2014, is $231,010 and $502,500, respectively. The note bears interest at the rate of 5% per annum. All interest and principal must be repaid on or prior to October 7, 2015. The note, as amended, is convertible into common stock at the lesser of $0.05 per share or 75% (the “Conversion Factor”) of the average of the three (3) lowest VWAPs in the twenty (20) Trading Days immediately preceding the applicable Conversion (the “Market Price”), provided that if at any time the average of the three (3) lowest VWAPs in the twenty (20) Trading Days immediately preceding any date of measurement is below $0.01, then in such event the Conversion Factor shall be reduced to 70% for all future Conversions. The Company has the option to prepay the note at the rate of 125%. The note was purchased by another lender in December 2015 (see Note 15).
We recorded beneficial conversion feature in the amount of $76,706 for the funding paid at initial closing in May of 2014, and an additional $135,178 for the amount funded in March 2015. During the years ended September 30, 2015 and 2014, we have amortized $178,539 and $28,321 respectively, to interest expense for these notes in our consolidated statements of operations. During the twelve months ended September 30, 2015, the Company opted to convert $561,093, of principal and interest into 152,134,000 shares of common stock. On conversion, we recorded a reduction to accrued interest of $27,735, and a reduction to notes payable in the amount of $533,358. The Company also opted to pay one installment of $69,375 in cash and recorded a reduction to accrued interest of $1,243, and a reduction to notes payable in the amount of $68,132.
On June 17, 2015 we received an initial payment on a June 16, 2015 Securities Purchase Agreement with Inter-Mountain, for the sale of a 5% Secured Convertible Promissory Note in the principal amount of $832,500, which includes legal expenses in the amount of $7,500 and a $75,000 original issue discount, for net proceeds of $750,000, consisting of $150,000 paid in cash at closing and four secured promissory notes payable to the Company, aggregating $600,000, bearing interest at the rate of 5% per annum. On July 31, 2015 one of the secured promissory notes was partially paid and the company received $50,000 and that note has a $100,000 remaining balance. We are carrying the net value of these notes on our consolidated balance sheet at September 30, 2015, in the amount of $227,500. The note bears interest at the rate of 5% per annum. All interest and principal must be repaid on or prior to September 15, 2016. The note is convertible into common stock at the lesser of $0.05 per share or 75% (the “Conversion Factor”) of the average of the three (3) lowest VWAPs in the twenty (20) Trading Days immediately preceding the applicable Conversion (the “Market Price”), provided that if at any time the average of the three (3) lowest VWAPs in the twenty (20) Trading Days immediately preceding any date of measurement is below $0.01, then in such event the Conversion Factor shall be reduced to 70% for all future Conversions. The Company has the option to prepay the note at the rate of 125%. The note was purchased by another lender in December 2015 (see Note 15).
We recorded beneficial conversion feature in the amount of $95,056 for this note during the year ended September 30, 2015. During the year ended September 30, 2015, we have amortized $27,825 to interest expense in our consolidated statements of operations.
Convertible Promissory Note- Rich Niemiec
In December 2014, we issued a convertible promissory note to Rich Niemiec in the amount of $400,000 and warrants to purchase 50,000,000 shares of our common stock at the price of $0.008 per share, subject to adjustment, for proceeds of $400,000. The note is interest bearing at a rate of 10% per annum and had a maturity date of June 18, 2015. The Conversion Price per share of Common Stock shall be the lower of (A) the 10-day trailing volume weighted average price of the Borrower’s Common Stock, calculated at time of conversion, or (B) $0.008 (“Fixed Price Component”) subject to adjustment. The Fixed Price Component of the Conversion Price will be subject to adjustments during the period that the Note is outstanding. Each adjustment shall be at the Holder’s election, using the 10-day trailing volume weighted average bid price of the Borrower’s Common Stock at the time of such election (the “New Reference Price”). If the New Reference Price is less than the existing Fixed Price Component of the Conversion Price, then the New Reference Price shall be used as the new Fixed Price Component of the Conversion Price subject to a floor of $0.003 per share. This convertible promissory note is senior to all existing debt of the Borrower and is subordinate to any future line of credit backed by the Borrower’s accounts receivable and inventory. This convertible note is un-perfected but secured by the assets of the Borrower. Such security interest will be effected upon an Event of Default. The Company recorded a debt discount related to the value of the warrants in the amount of $208,000. The debt discount amount recorded related to the warrants was determined based on the relative fair value of the note payable and the warrants. The fair value of the warrants was determined using the Black-Scholes-Merton model. The Company also recorded a debt discount related to a beneficial conversion feature in the amount of $192,000 for this note. The total debt discount of $400,000 has been fully amortized to interest expense in our consolidated statement of operations for the year ended September 30, 2015.
On June 19, 2015, the Company opted for an automatic extension of the maturity date of the Note of six months to December 19, 2015 under the terms of the original agreement. Per these terms, the interest rate increased from 10% per annum to 18% on the outstanding principal balance, and the Company issued a warrant to purchase an additional 52,493,151 shares of common stock at an exercise price of $0.008 per share, pursuant to the terms of the agreement. The fair value of the warrant of $288,712 was determined using the Black-Sholes-Merton model and is being amortized to expense over the amended term of the debt with $160,397 amortized to financing costs in our consolidated statement of operations for the year ended September 30, 2015. Subsequent to December 19, 2015, the Company is in discussions with the lender to extend or modify repayment terms.
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v3.3.1.900
Preferred stock and common stock
|
12 Months Ended |
Sep. 30, 2015 |
|---|
| Stockholders' Equity Note [Abstract] |
|
| Stockholders' Equity Note Disclosure [Text Block] |
Note 11 – Preferred stock and common stock
Preferred Stock
Our board of directors has the authority to designate and issue up to 5,000,000 shares of $0.001 par value preferred stock in one or more series, and to fix and determine the relative economic rights and preferences of preferred shares any or all of which may be greater than the rights of our common stock, as well as the authority to issue such shares without further stockholder approval. As a result, our Board of Directors could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult. Preferred stock is designated 2,222,022 shares to Series B at September 30, 2015 (2,000,000 at September 30, 2014).
Series B Preferred Stock
Holders of Series B preferred stock (“Series B”) have no redemption rights and earn interest at 6% per annum. The holders of the Series B are entitled to vote with the holders of our common stock a number of votes equal to the number of common shares available by conversion. Series B is convertible into common stock, at the sole discretion of management, except in the event of the resignation or termination of Dr. Gerard C. D’Couto, our current President and Chief Executive Officer in which case the holders of the Series B can elect to convert the Series B stock to common stock. As well we have the right to redeem the Series B in cash at the face amount plus any unpaid dividends.
The number of shares of common stock to be issued upon a conversion is calculated by (i) multiplying the number of Series B being converted by the per share purchase price received by the Company for such Series B, and then, multiplying such number by 130% and then dividing this calculated value by the average closing bid price, as defined, or by (ii) first, allocating the Series B proportionately according to the amounts by date of individual cash tranches received by the Company then, second, multiplying the number of Series B being converted, identified by tranche, by the per share purchase price received by the Company for such Series B , and then, multiplying such number or numbers by 130% and, finally, dividing the calculated value(s) by the average closing bid price, as defined.
Pursuant to the terms of the Certificate of Designation of Series B Preferred Stock, redeemed shares are returned to the Company’s general designated pool of preferred stock. As of September 30, 2015, there were 1,018,446 shares remaining of Series B Preferred Stock available for issue.
During the year ended September 30, 2014, the Company opted to convert 286,700 shares of Series B preferred stock, together with dividends in the amount of $55,577, into 56,266,153 shares of common stock pursuant to the terms of the Series B certificate of designation. Also during the same period, the Company issued 1,314,988 shares of Series B preferred stock to investors under Securities Purchase Agreements in return for a total of $1,314,998 in cash. As of September 30, 2014, we had 1,314,988 shares of Series B issued and outstanding.
During the year ended September 30, 2015, the Company opted to convert 753,874 shares of Series B preferred stock together with dividends in the amount of $46,160 into 156,010,181 shares of common stock pursuant to the terms of the Series B certificate of designation. Also during the same period, the Company issued 642,462 shares of Series B preferred stock to investors under Securities Purchase Agreements in return for a total of $642,463 in cash. As of September 30, 2015, we had 1,203,576 shares of Series B issued and outstanding.
All sales of Series B preferred stock during the years ended September 30, 2015 and 2014 were to Summit Trading LLC and Sierra Trading Corp.
Common Stock
We are authorized to issue up to 1.8 billion shares of $0.001 par value common stock. Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the holders of our common stock. Subject to the rights of the holders of any class of our capital stock having any preference or priority over our common stock, the holders of shares of our common stock are entitled to receive dividends that are declared by our board of directors out of legally available funds. In the event of our liquidation, dissolution or winding up, the holders of our common stock are entitled to share ratably in our net assets remaining after payment of liabilities, subject to prior rights of preferred stock, if any, then outstanding. Our common stock has no preemptive rights, conversion rights, redemption rights, or sinking fund provisions, and there are no dividends in arrears or in default. All shares of our common stock have equal distribution, liquidation and voting rights and have no preferences or exchange rights.
Common stock issued for settlement of liabilities or conversion of notes payable
During the years ended September 30, 2015 and September 30, 2014, we issued 152,134,000 and 33,898,739 shares, respectively, valued at $561,093 and $597,278, respectively, on conversion of notes payable and related accrued interest and in settlement for certain of our outstanding notes and accounts payable.
The carrying value of the liabilities that were converted during the year ended September 30, 2015, amounted to $561,093 resulting in no loss on settlement of liabilities recorded in the consolidated statement of operations.
The carrying value of the liabilities that were converted or settled during the year ended September 30, 2014, amounted to $193,020 resulting in a loss on settlement of liabilities of $404,258 recorded in the consolidated statement of operations. See Note 10 for additional discussion on the transaction that resulted in this loss.
Common stock issued in connection with fees associated with notes payable
In March 2014, the Company issued 1,538,462 shares of common stock to Clark Dodge & Company in consideration of a finder’s fee under a Bridge Loan Engagement Letter dated October 1, 2013. We recorded $10,000 to financing costs in the consolidated statement of operations for the year ended September 30, 2014 for this transaction.
In May 2014, we issued 1,800,000 shares of common stock and $36,000 in cash to Carter Terry & Company in consideration of a fee under a Placement Agent Agreement dated March 4, 2014. The Company recorded $72,000 to financing costs in the consolidated statement of operations for the year ended September 30, 2014 for this transaction.
In March 2015, the Company issued 3,750,000 shares as a partial payment to Carter, Terry & Company for placement agency services. We recorded $24,000 to financing costs in the consolidated statement of operations for the year ended September 30, 2015 for this transaction. In June 2015, the Company issued 2,181,818 shares of common stock as a partial payment to Carter, Terry & Company for placement agency services. We recorded $12,000 to financing costs in the consolidated statement of operations for the year ended September 30, 2015 for this transaction.
See Note 10 for additional equity transactions in connection with fees associated with notes payable.
Common stock issued as donation
There were no donations of common stock during the fiscal year ending September 30, 2015. During the fiscal year ending September 30, 2014, the Board of Directors approved a common stock share issuance of 937,500 shares as a donation to Asante Africa. The Company recorded $15,000 in our consolidated statement of operations for the year ended September 30, 2014 to general and administrative expenses for this transaction.
Common stock issued for services
During the years ended September 30, 2015 and 2014, we issued 6,646,113 and 5,673,346 shares of our common stock, respectively, valued at $54,375 and $115,750, respectively, to service providers and consultants. We recorded $54,375 as marketing and sales expense in the year ended September 30, 2015 and recorded $28,645 to prepaid expense and $87,105 as marketing and sales expense in the year ended September 30, 2014.
Common stock issued for cash and assets
In November 2013, the Company entered into agreements with Clean Tech Investors, LLC (“Clean Tech”), to issue 60,100,000 shares of restricted common stock of the Company to Clean Tech for $700,000 of cash and equipment and other fixed assets with an estimated fair value of $120,633. In connection with the agreements with Clean Tech, our board of directors appointed William M. Shenkin, a managing member of Clean Tech, to serve on the Company’s board. The fair value of the common stock issued as of the date of the agreements was approximately $313,000 which was less than the value of cash and fixed assets received of $821,000. The additional $508,000 is considered a capital contribution by Clean Tech in relation to the significant ownership interest and board seat.
Common stock issued for cash.
There was no common stock issued for cash in the fiscal year ended September 30, 2015. During the year ended September 30, 2014, we issued 33,333,333 shares of restricted common stock to one accredited investor and received gross proceeds of $500,000. In connection with that investment, we also issued 11,666,666 three-year warrants with a weighted average exercise price of $0.032 per share.
Long-term incentive compensation Plan.
Our Long Term Incentive Compensation Plan (the “Plan"), as restated, was approved by shareholders in July 2014. The Plan is administered by our board of directors. In July 2014, shareholders also approved an automatic share reserve increase by an amount equal to ten (10%) percent of the common shares available for issuance under the Plan beginning on August 1, 2014, and on each August 1st of the next nine (9) years. The aggregate number of shares available for issuance under the Plan is 393,250,000 as of September 30, 2015. We have granted stock options under the Plan to employees, members of our board of directors, advisors and consultants. No options have been exercised. Options are exercisable for ten years from date of grant.
The following table summarizes stock option activity during the years ended September 30, 2015 and September 30, 2014:
|
Options
Outstanding |
|
Weighted Average Exercise Price |
Outstanding at September 30, 2013 |
240,482,543 |
|
$0.0059 |
Granted |
17,100,000 |
|
0.0187 |
Forfeited |
(12,000,000) |
|
0.0036 |
Cancelled |
- |
|
- |
Expired |
(9,486,536) |
|
0.0118 |
Outstanding at September 30, 2014 |
236,096,007 |
|
$0.0065 |
Granted |
4,600,000 |
|
0.0088 |
Forfeited |
(8,250,000) |
|
0.0153 |
Cancelled |
-
|
|
- |
Expired |
- |
|
- |
Outstanding at September 30, 2015 |
232,446,007 |
|
$0.0067 |
|
|
|
|
Exercisable at September 30, 2015 |
226,946,107 |
|
$0.0061 |
The weighted average fair value of the options granted during the years ended September 30, 2015 and 2014 was $0.0088 and $0.0177 per share respectively, and the weighted average remaining contractual lives of outstanding and exercisable options at September 30, 2015 was 7.9 years. As of September 30, 2015, we had $63,760 of total unrecognized compensation cost related to unvested options. Unrecognized compensation cost is to be recognized over 25 months with over half to be recognized in the next fiscal year. As of September 30, 2015, the aggregate intrinsic value of options outstanding and exercisable, representing the excess of the closing market price of our common stock over the exercise price, is $0. Stock-based compensation expense related to options was $301,066 and $541,341 during the years ended September 30, 2015 and 2014, respectively, of which $75,020 and $230,226 was recognized as general and administrative expense, $134,877 and $163,172 was recognized as marketing and sales expense, and $91,169 and $147,943 was recognized as research and development expense in 2015 and 2014 respectively. We determine the value of share-based compensation using the Black-Scholes-Merton fair value option-pricing model with weighted average assumptions for options and warrants granted to employees and directors during the years ended September 30, 2015 and 2014 including risk-free interest rates of 1.33% and 1.49% respectively, volatility of 247% and 251% respectively, expected lives of 5.0 and 6.3 years, respectively, and dividend yield of 0%.
Warrants
At September 30, 2015, we had warrants outstanding for the purchase of 477.5 million shares of our common stock at a weighted average exercise price of $0.0497 per share. The fair value of the warrants is calculated using the Black-Scholes-Merton model. Warrants outstanding at September 30, 2015 expire at various dates from November 2015 to June 2022.
A summary of warrant activity during the years ended September 30, 2015 and 2014 are as follows:
| |
Warrants
Outstanding |
Outstanding at September 30, 2013 |
371,668,230 |
Granted |
19,417,749 |
Exercised |
(2,113,333) |
Expired |
(3,620,000) |
Cancelled |
(16,766,668) |
Outstanding at September 30, 2014 |
368,585,978 |
Granted |
443,756,376 |
Exercised |
-- |
Expired |
334,799,868 |
Cancelled |
-- |
Outstanding at September 30, 2015 |
477,542,486 |
Of the 443,756,376 warrants granted during the year ended September 30, 2015, 270,263,225 warrants were granted to our CEO and certain board members to replace 60,270,692 previous warrants set to expire in September 2015, in exchange for continued commitment to accrue director fees/wages, continued commitment to assist the Company’s capital raising efforts and commitment to continue rendering services to the Company during the current underfunded period. These warrants were fully vested on grant and thus, there was not deemed to be a requisite service period and we recorded the full fair value of these warrants of $918,626 to expense in the year ended September 30, 2015. The fair value was determined by using the Black-Scholes-Merton option pricing model.
In March and May 2014, three of our warrant holders opted to convert their warrants to purchase 1,913,333 shares of common stock via cashless exercise into 1,412,204 shares of common stock.
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-Subparagraph (SX 210.5-02.29-31)
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-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
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-Paragraph 6
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-Topic 505
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-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770
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-Name Accounting Standards Codification
-Topic 505
-SubTopic 30
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656
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-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644
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-Name Accounting Standards Codification
-Glossary Preferred Stock
-URI http://asc.fasb.org/extlink&oid=6521494
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-Name Accounting Standards Codification
-Topic 505
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-Paragraph 2
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-Paragraph 11
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-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section E
Reference 15: http://www.xbrl.org/2003/role/presentationRef
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-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section C
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v3.3.1.900
Income taxes
|
12 Months Ended |
Sep. 30, 2015 |
|---|
| Income Tax Disclosure [Abstract] |
|
| Income Tax Disclosure [Text Block] |
Note 12 – Income taxes
We have recorded no provision or benefit for income taxes. The difference between tax at the statutory rate and no tax is primarily due to the full valuation allowance. The increase in the valuation allowance was $1,226,863, and $1,238,080 during the years ended September 30, 2015 and 2014, respectively. A valuation allowance has been recorded in the full amount of total deferred tax assets as it has not been determined that it is more likely than not that these deferred tax assets will be realized. As of September 30, 2015, we have net operating loss carry forwards of $55.10 million, which begin to expire in 2023 and will continue to expire through 2035 if not otherwise utilized. Our ability to use such net operating losses and tax credit carry forwards is subject to annual limitations due to change of control provisions under Sections 382 and 383 of the Internal Revenue Code, and such limitation would be significant. Realization is dependent on generating sufficient taxable income prior to expiration.
Deferred income taxes represent the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and amounts used for income tax purposes.
Significant components of our deferred tax assets and liabilities and related valuation allowances at September 30, 2015 and, 2014 are as follows:
Deferred Taxes |
2015 |
|
2014 |
|
Net operating loss carry forward |
$18,732,453 |
|
$18,195,890 |
|
Share-based compensation |
3,074,856 |
|
2,447,295 |
|
R&D Tax Credit Carry forward |
953,928 |
|
973,000 |
|
Other |
223,290 |
|
148,395 |
|
TOTAL DEFERRED TAX ASSETS |
22,984,527 |
|
21,764,580 |
|
|
|
|
Deferred Tax Liability |
(528,808) |
|
(535,724) |
|
Valuation Allowance |
(22,455,719) |
|
(21,228,856) |
|
|
|
|
|
Deferred Tax Assets & Liabilities, net |
$ - |
|
$ - |
We have identified our federal tax return as our “major” tax jurisdiction, as defined. Tax years since 2006 are subject to audit. We believe our income tax filing positions and deductions will be sustained on audit and we do not anticipate any adjustments that would result in a material change to our financial position. No reserves for uncertain income tax positions have been recorded. Our policy for recording interest and penalties associated with uncertain income tax positions is to record such items as a component of interest expense.
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| 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-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
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-SubTopic 10
-Section 50
-Paragraph 3
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-Paragraph 9
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-SubTopic 10
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v3.3.1.900
Commitments and contingencies
|
12 Months Ended |
Sep. 30, 2015 |
|---|
| Commitments and Contingencies Disclosure [Abstract] |
|
| Commitments and Contingencies Disclosure [Text Block] |
Note 13 – Commitments and contingencies
Lease
Our rent expense for the years ended September 30, 2015 and 2014 was $159,127 and $145,218, respectively. Our lease agreement provides for a month-to-month holdover status at the monthly rate of $9,500 plus operating expenses commencing November 1, 2013. The holdover status can be terminated by giving a two month notice to terminate.
Litigation
From time to time, the Company is subject to various legal proceedings that arise in the ordinary course of business. In the opinion of management, none of which are currently material to our operations.
Disputes with various vendors
Certain of our vendors and lenders have brought suits and/or obtained judgments in their favor regarding past due balances owed them by us. We have recorded these past due balances in liabilities in our consolidated balance sheets at September 30, 2015 and 2014. We do not believe any loss in excess of amounts recorded that could arise would be material. We have not recorded any liabilities for finance charges or legal fees that could be applied by the vendors or lenders to these debts.
Accounts Payable reduction
During the year ending September 30, 2015, the Company reduced accounts payable by $331,560 that the Company determined no longer had a legal obligation to vendors based upon the vendors legal status and applicable legal statutes. A gain of $303,646 was recognized in our consolidated statement of operations for the year ended September 30, 2015.
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- DefinitionThe entire disclosure for commitments and contingencies. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 825
-SubTopic 20
-Section 50
-Paragraph 1
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-Topic 210
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-Paragraph 1
-Subparagraph (SX 210.5-02.25)
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v3.3.1.900
Related party transactions
|
12 Months Ended |
Sep. 30, 2015 |
|---|
| Related Party Transactions [Abstract] |
|
| Related Party Transactions Disclosure [Text Block] |
Note 14 – Related party transactions
For purposes of these consolidated financial statements, Summit Trading Limited, Sierra Trading Corp, Green World Trust, Clean Tech Investors, LLC, and Bard Associates, are considered related parties due to their beneficial ownership (shareholdings or voting rights) in excess of 5%, or their affiliate status, during the years ended September 30, 2015 and 2014. All material transactions with these investors and other related parties for the years ended September 30, 2015 and 2014, not listed elsewhere, are listed below.
During the year ended September 30, 2015, the Company opted to convert 250,789 shares of Series B preferred stock, together with dividends in the amount of $16,486, into 57,336,304 shares of common stock per the Series B certificate of designation for Sierra Trading Corp in one tranche.
During the year ended September 30, 2015, the Company opted to convert 503,085 shares of Series B preferred stock, together with dividends in the amount of $29,677, into 98,673,877 shares of common stock per the Series B certificate of designation for Summit Trading Limited in three separate tranches.
During the year ended September 30, 2014, the Company opted to convert 142,200 shares of Series B preferred stock, together with dividends in the amount of $21,151, into 26,777,382 shares of common stock per the Series B certificate of designation for Sierra Trading Corp in three separate tranches.
During the year ended September 30, 2014, the Company opted to convert 144,500 shares of Series B preferred stock, together with dividends in the amount of $34,426, into 29,488,771 shares of common stock per the Series B certificate of designation for Summit Trading Limited in three separate tranches.
All sales of Series B preferred stock during the years ended September 30, 2015 and 2014 were to Summit Trading LLC and Sierra Trading Corp.
During the years ended September 30, 2015 and 2014, we recorded consulting expense in the amount of $132,000 and $158,900, respectively, with Advanced Materials Advisory, LLC (“Advanced Materials”) for services by David Schmidt as Acting Principal Financial Officer. Advanced Materials is owned by David Schmidt, who is also a Member of Neah's Board of Directors. The Company has an account balance with Advanced Materials Advisory LLC of $170,139 and $113,489 at September 30, 2015 and 2014, respectively (note 8).
|
| 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864
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-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39622-107864
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-Topic 850
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-Paragraph 1
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-Topic 850
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-Paragraph 5
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-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
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-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Paragraph b
-Article 3A
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v3.3.1.900
Subsequent events
|
12 Months Ended |
Sep. 30, 2015 |
|---|
| Subsequent Events [Abstract] |
|
| Subsequent Events [Text Block] |
Note 15 – Subsequent events
In October and November 2015, Inter-Mountain Capital LLC converted $78,750 of principal and interest into 60,458,806 shares of common stock in two installments under the Note described in note 10.
On November 4, 2015 Neah Power Systems received an initial payment of $30,000 on a Convertible Promissory Note (the “Note”) with JMJ Financial, a Nevada sole proprietorship (the “Investor”) in the amount of up to $250,000 10% Original Issue Discount (“OID”) dated October 28, 2015. The Note is interest free if repaid within 90 days of the effective date, otherwise a one time interest charge of 12% shall be applied to the principal balance in addition to the 10% OID. The Note is convertible into common stock at the price lesser of $0.0026 per share or 63% of the lowest trade price in the 25 day trading days previous to the conversion.
In November 2015 the Company entered into a consulting services agreement with SRS Consulting Ltd. to provide management consulting services, corporate communications and market out reach, media placement, branding / marketing consulting services together with Radius Consulting. The agreement was subsequently modified in December 2015. In conjunction with the said agreements, the Company is obligated to issue to each SRS Consulting and Radius Consulting for 5,000,000 shares of common stock, each as of November 18, 2015.
On December 14, 2015 the Company commenced the mailing of a consent solicitation proxy to consider and vote upon a proposal to amend our Articles of Incorporation to increase the number of shares of our authorized common stock, par value $0.001 per share, from 1,800,000,000 shares to 5,400,000,000 shares. The final date for tabulation is January 28, 2016.
During the period between October and December 2015, the Company opted to convert 23,000 shares of Series B preferred stock together with dividends in the amount of $2,423.51 into 16,525,500 shares of common stock pursuant to the terms of the Series B certificate of designation. Also during the same period, the Company issued 98,642 shares of Series B preferred stock to investors under Securities Purchase Agreements in return for a total of $98,642 in cash. All sales of Series B preferred stock during the period were to Summit Trading LLC and Sierra Trading Corp.
On December 16, 2015 the Company entered into a Securities Purchase Agreement, $388,428 Debt Purchase Agreement, and $170,250 Convertible Note with Union Capital LLC. The term of the notes are two years and carry 8% interest. The notes are convertible at 60% of the lowest trading price in the previous 20 days. In conjunction with the transaction $21,462 was paid to New Venture Attorneys, PC and $48,778 was paid to SRS Consulting Ltd. for legal fees directly upon closing. On December 18, 2015 the Company received a notice of conversion for $5,000 in principal and $1.10 in interest into 4,630,648 shares of common stock at the applicapble conversion price of $0.0018 per share. On January 4, 2016, the Company received a notice of conversion for $5,000 in principal and $19.73 in interest into 4,921,304 shares of common stock at the applicable conversion price of $0.00102 per share. On January 13, 2016, the Company received a notice of conversion for $10,000 in principal and $59.18 in interest into 10,478,313 shares of common stock at the applicable conversion price of $0.00096 per share.
On January 13, 2016 the Company filed an amendment to the certificate of designation of the Company’s Series B preferred stock. The amendment is filed as an exhibit herewith.
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- 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.
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v3.3.1.900
Accounting Policies, by Policy (Policies)
|
12 Months Ended |
Sep. 30, 2015 |
|---|
| Accounting Policies [Abstract] |
|
| Use of Estimates, Policy [Policy Text Block] |
Use of estimates in the preparation of consolidated financial statements
Preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The more significant accounting estimates inherent in the preparation of our consolidated financial statements include estimates as to the valuation of equity related instruments and valuation allowance for deferred income tax assets.
|
| Consolidation, Policy [Policy Text Block] |
Consolidation
The consolidated financial statements include the accounts of the Company and our wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated.
|
| Cash and Cash Equivalents, Policy [Policy Text Block] |
Cash and cash equivalents and restricted cash
We consider all highly liquid investments purchased with maturities of three months or less to be cash equivalents. We place our cash balances with high credit quality financial institutions. At times, such balances may be in excess of the FDIC insurance limit. Restricted cash is reported separately and not reported as cash and cash equivalents. Restricted cash is reserved as collateral against a bank issued company credit card.
|
| Receivables, Policy [Policy Text Block] |
Accounts Receivable
In the normal course of business, we decide to extend credit to certain customers without requiring collateral or other security interests. Management reviews its accounts receivable at each reporting period to provide for an allowance against accounts receivable for an amount that could become uncollectible. This review process may involve the identification of payment problems with specific customers. Periodically we estimate this allowance based on the aging of the accounts receivable, historical collection experience, and other relevant factors, such as changes in the economy and the imposition of regulatory requirements that can have an impact on the industry. These factors continuously change, and can have an impact on collections and our estimation process.
|
| Commitments and Contingencies, Policy [Policy Text Block] |
Contingencies
Certain conditions may exist as of the date financial statements are issued, which may result in a loss but which will only be resolved when one or more future events occur or do not occur. We assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to pending legal proceedings that are pending against us or unasserted claims that may result in such proceedings, we evaluate the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a liability has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in our consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable would be disclosed.
|
| Fair Value of Financial Instruments, Policy [Policy Text Block] |
Fair value of financial instruments
The carrying value of cash and cash equivalents approximate their fair value (determined based on level 1 inputs in the fair value hierarchy) based on the short-term nature of these financial instruments. The carrying values of the note receivable, before allowance, and notes payable and accrued interest approximate their fair value (determined based on level 3 inputs in the fair value hierarchy) because interest rates approximate market interest rates.
|
| Property, Plant and Equipment, Policy [Policy Text Block] |
Property and equipment
Property and equipment is stated at cost. Additions and improvements that significantly add to the productive capacity or extend the life of an asset are capitalized. Maintenance and repairs are expensed as incurred. Depreciation is computed using the straight-line method over three to five years. Leasehold improvements are amortized over the lesser of the estimated remaining useful life of the asset or the remaining lease term.
|
| Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] |
Impairment of long-lived assets
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows that we expect to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. We have not recognized any impairment.
|
| Income Tax, Policy [Policy Text Block] |
Income taxes
We account for income taxes using an asset and liability method which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that we expect to realize. We continue to provide a full valuation allowance to reduce our net deferred tax asset to zero, inasmuch as we have not determined that realization of deferred tax assets is more likely than not. Any provision for income taxes would represent the tax payable for the period and change during the period in net deferred tax assets and liabilities.
|
| Debt, Policy [Policy Text Block] |
Debt discount
We record the value of original issue discounts associated with notes payable on issuance and the recognized value of beneficial conversion feature of debt securities as a debt discount, which is presented net of related notes payable on the consolidated balance sheets and amortized as an adjustment to interest expense over the borrowing term.
|
| Deferred Charges, Policy [Policy Text Block] |
Deferred Loan Fees
Deferred loan fees consist of fees associated with obtaining or restructuring existing debt. These fees are amortized over the term of the related debt using the effective interest method.
|
| Research and Development Expense, Policy [Policy Text Block] |
Research and development expense
Research and development costs are expensed as incurred.
|
| Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] |
Share based compensation
We use the Black-Scholes-Merton option pricing model as our method of valuation for stock-based option and warrant awards. Stock-based compensation expense is based on the value of the portion of the stock-based award that will vest during the period, adjusted for expected forfeitures. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual or updated results differ from our current estimates, such amounts will be recorded in the period the estimates are revised. The Black-Scholes-Merton option pricing model requires the input of highly subjective assumptions, and other reasonable assumptions could provide differing results. Our determination of the fair value of stock-based awards on the date of grant using an option pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected life of the award and expected stock price volatility over the term of the award. Stock-based compensation expense is recognized on a straight-line basis over the applicable vesting period (deemed the requisite service period) based on the fair value of such stock-based awards on the grant date.
|
| Revenue Recognition, Policy [Policy Text Block] |
Revenue recognition
In general, we recognize revenue when we have persuasive evidence of an arrangement, the services/goods have been provided or delivered to the customer, the price is fixed and determinable, no significant unfulfilled obligations exist, and collectability is reasonably assured. Revenue from research and development arrangements is recognized either (a) as performance is estimated to be completed which is based on factors such as costs or direct labor hours of the project, or (b) using the milestone method if the contractual milestones in the arrangement are determined to be substantive. Each research and development arrangement is analyzed to determine the appropriate revenue recognition method to be utilized. Estimates of performance completion are reviewed on a periodic basis and are subject to change, and changes could occur in the near term. If an estimate is changed, revenue could be impacted significantly. Payments received in excess of amounts earned are recorded as deferred revenue. Revenue from the sale of products and prototypes is generally recognized after both the goods are shipped to the customer and acceptance has been received, if required. Our products are shipped complete and ready to be incorporated into higher-level assemblies by our customers. The terms of the customer arrangements generally pass title and risk of ownership to the customer at the time of shipment.
$172,285 of revenue for the year ended September 30, 2015, was from one customer located in India.
|
| Reclassification, Policy [Policy Text Block] |
Reclassifications
Certain prior year amounts have been reclassified to conform with the current year presentation. There has been no impact on previously reported net income (loss) or shareholders’ deficit from such reclassifications.
|
| New Accounting Pronouncements, Policy [Policy Text Block] |
Recent accounting pronouncements
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers: Topic 606 (ASU 2014-09), to supersede nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for the fiscal and interim reporting periods beginning after December 15, 2017 using either of two methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (ii) retrospective with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU 2014-09. Management is currently evaluating the impact of the Company's pending adoption of ASU 2014-09 on its consolidated financial statements. The effective date of ASU 2014-09 was delayed one year, changed from December 15, 2016 to December 15, 2017 by the FASB in July 2015 although entities can still elect to adopt beginning during fiscal reporting periods, beginning after December 15, 2016.
In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15), which provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 will be effective for the year ended September 30, 2017, with early adoption permitted. The Company is currently evaluating the impact of its pending adoption of ASU 2014-15 on its consolidated financial statements.
In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03), which requires 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 that debt liability, consistent with debt discounts. ASU 2015-03 will be effective for the year ended September 30, 2017, with early adoption permitted. The Company is currently evaluating the impact of its pending adoption of ASU 2015-03 on its consolidated financial statements.
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- DefinitionDisclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- DefinitionDisclosure of accounting policy for commitments and contingencies, which may include policies for recognizing and measuring loss and gain contingencies. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- DefinitionDisclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- DefinitionDisclosure of accounting policy for costs incurred to obtain or issue debt, the effects of refinancings, method of amortizing deferred financing costs and original issue discount, and classifications of debt on the balance sheet. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- DefinitionDisclosure of accounting policy for deferral and amortization of significant deferred charges. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- DefinitionDisclosure of accounting policy for recognizing and measuring the impairment of long-lived assets. An entity also may disclose its accounting policy for long-lived assets to be sold. This policy excludes goodwill and intangible assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- DefinitionDisclosure of accounting policy for trade and other accounts receivable, and finance, loan and lease receivables, including those classified as held for investment and held for sale. This disclosure may include (1) the basis at which such receivables are carried in the entity's statements of financial position (2) how the level of the valuation allowance for receivables is determined (3) when impairments, charge-offs or recoveries are recognized for such receivables (4) the treatment of origination fees and costs, including the amortization method for net deferred fees or costs (5) the treatment of any premiums or discounts or unearned income (6) the entity's income recognition policies for such receivables, including those that are impaired, past due or placed on nonaccrual status and (7) the treatment of foreclosures or repossessions (8) the nature and amount of any guarantees to repurchase receivables. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- DefinitionDisclosure of accounting policy for costs it has 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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v3.3.1.900
Net loss per share (Tables)
|
12 Months Ended |
Sep. 30, 2015 |
|---|
| Earnings Per Share [Abstract] |
|
| Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] |
Shares |
2015 |
2014 |
Convertible preferred stock |
546,696,939 |
165,617,183 |
Convertible debt |
364,953,649 |
66,365,107 |
Common stock options (see note 11) |
232,446,007 |
236,096,007 |
Common stock purchase warrants (see note 11) |
477,542,486 |
368,585,978 |
|
|
|
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v3.3.1.900
Property and equipment (Tables)
|
12 Months Ended |
Sep. 30, 2015 |
|---|
| Property, Plant and Equipment [Abstract] |
|
| Property, Plant and Equipment [Table Text Block] |
|
September 30, 2015 |
|
September 30, 2014 |
Laboratory equipment |
$ |
1,149,219 |
|
$ |
1,229,716 |
Computer hardware and software |
|
213,376 |
|
|
213,376 |
Leasehold improvements |
|
579,641 |
|
|
579,641 |
Total property and equipment |
$ |
1,942,236 |
|
$ |
2,022,733 |
Accumulated depreciation and amortization |
|
(1,872,033) |
|
|
(1,939,222) |
Net property and equipment |
$ |
70,203 |
|
$ |
83,511 |
|
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v3.3.1.900
Prepaid Expenses and Other Current Assets (Tables)
|
12 Months Ended |
Sep. 30, 2015 |
|---|
| Disclosure Text Block Supplement [Abstract] |
|
| Schedule of Other Current Assets [Table Text Block] |
Prepaid Assets |
2015 |
|
2014 |
Consulting Services |
|
- |
|
$ |
28,645 |
Insurances |
$ |
14,904 |
|
|
8,610 |
Deposits |
|
23,298 |
|
|
33,814 |
Advanced Payments on Manufactured Product |
|
13,143 |
|
|
81,997 |
Other |
|
12,351 |
|
|
12,042 |
Total |
$ |
63,696 |
|
$ |
165,108 |
|
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v3.3.1.900
Notes payable (Tables)
|
12 Months Ended |
Sep. 30, 2015 |
|---|
| Notes Payable Disclosure [Abstract] |
|
| Schedule of Short-term Debt [Table Text Block] |
| |
September 30,
2015 |
|
September 30, 2014 |
Convertible debentures |
$ |
888,510 |
|
$ |
502,500 |
Accrued interest |
|
44,570 |
|
|
10,364 |
Debt discount |
|
(72,255) |
|
|
(48,385) |
Total |
$ |
860,825 |
|
$ |
464,479 |
|
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v3.3.1.900
Preferred stock and common stock (Tables)
|
12 Months Ended |
Sep. 30, 2015 |
|---|
| Stockholders' Equity Note [Abstract] |
|
| Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] |
|
Options
Outstanding |
|
Weighted Average Exercise Price |
Outstanding at September 30, 2013 |
240,482,543 |
|
$0.0059 |
Granted |
17,100,000 |
|
0.0187 |
Forfeited |
(12,000,000) |
|
0.0036 |
Cancelled |
- |
|
- |
Expired |
(9,486,536) |
|
0.0118 |
Outstanding at September 30, 2014 |
236,096,007 |
|
$0.0065 |
Granted |
4,600,000 |
|
0.0088 |
Forfeited |
(8,250,000) |
|
0.0153 |
Cancelled |
-
|
|
- |
Expired |
- |
|
- |
Outstanding at September 30, 2015 |
232,446,007 |
|
$0.0067 |
|
|
|
|
Exercisable at September 30, 2015 |
226,946,107 |
|
$0.0061 |
|
| Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] |
| |
Warrants
Outstanding |
Outstanding at September 30, 2013 |
371,668,230 |
Granted |
19,417,749 |
Exercised |
(2,113,333) |
Expired |
(3,620,000) |
Cancelled |
(16,766,668) |
Outstanding at September 30, 2014 |
368,585,978 |
Granted |
443,756,376 |
Exercised |
-- |
Expired |
334,799,868 |
Cancelled |
-- |
Outstanding at September 30, 2015 |
477,542,486 |
|
| X |
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v3.3.1.900
Income taxes (Tables)
|
12 Months Ended |
Sep. 30, 2015 |
|---|
| Income Tax Disclosure [Abstract] |
|
| Schedule of Deferred Tax Assets and Liabilities [Table Text Block] |
Deferred Taxes |
2015 |
|
2014 |
|
Net operating loss carry forward |
$18,732,453 |
|
$18,195,890 |
|
Share-based compensation |
3,074,856 |
|
2,447,295 |
|
R&D Tax Credit Carry forward |
953,928 |
|
973,000 |
|
Other |
223,290 |
|
148,395 |
|
TOTAL DEFERRED TAX ASSETS |
22,984,527 |
|
21,764,580 |
|
|
|
|
Deferred Tax Liability |
(528,808) |
|
(535,724) |
|
Valuation Allowance |
(22,455,719) |
|
(21,228,856) |
|
|
|
|
|
Deferred Tax Assets & Liabilities, net |
$ - |
|
$ - |
|
| X |
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v3.3.1.900
Going concern (Details) - USD ($)
|
12 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
|
| Net Income (Loss) Attributable to Parent |
$ (4,363,574)
|
$ (3,831,809)
|
| Working Capital Deficit |
1,802,938
|
|
| Retained Earnings (Accumulated Deficit) |
(66,731,205)
|
(62,367,631)
|
| Net Cash Provided by (Used in) Operating Activities |
(1,956,157)
|
(2,513,568)
|
| Net Cash Provided by (Used in) Financing Activities |
$ 1,481,831
|
$ 2,954,488
|
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v3.3.1.900
Net loss per share (Details) - Antidilutive securities excluded from computation of earning per share - shares
|
12 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
| Convertible Preferred Stock [Member] |
|
|
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
| Antidiluitve securities excluded from computation of earning per share |
546,696,939
|
165,617,183
|
| Convertible Debt Securities [Member] |
|
|
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
| Antidiluitve securities excluded from computation of earning per share |
364,953,649
|
66,365,107
|
| Employee Stock Option [Member] |
|
|
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
| Antidiluitve securities excluded from computation of earning per share |
232,446,007
|
236,096,007
|
| Warrant [Member] |
|
|
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
| Antidiluitve securities excluded from computation of earning per share |
477,542,486
|
368,585,978
|
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v3.3.1.900
Property and equipment (Details) - Property and equipment consisted of the following at September 30, 2015 and 2014, respectively: - USD ($)
|
Sep. 30, 2015 |
Sep. 30, 2014 |
| Property and equipment consisted of the following at September 30, 2015 and 2014, respectively: [Abstract] |
|
|
| Laboratory equipment |
$ 1,149,219
|
$ 1,229,716
|
| Computer hardware and software |
213,376
|
213,376
|
| Leasehold improvements |
579,641
|
579,641
|
| Total property and equipment |
1,942,236
|
2,022,733
|
| Accumulated depreciation and amortization |
(1,872,033)
|
(1,939,222)
|
| Net property and equipment |
$ 70,203
|
$ 83,511
|
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v3.3.1.900
Prepaid Expenses and Other Current Assets (Details) - Prepaid Expenses and Other Current Assets - USD ($)
|
Sep. 30, 2015 |
Sep. 30, 2014 |
| Prepaid Expenses and Other Current Assets [Abstract] |
|
|
| Consulting Services |
|
$ 28,645
|
| Insurances |
$ 14,904
|
8,610
|
| Deposits |
23,298
|
33,814
|
| Advanced Payments on Manufactured Product |
13,143
|
81,997
|
| Other |
12,351
|
12,042
|
| Total |
$ 63,696
|
$ 165,108
|
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v3.3.1.900
Accrued compensation due executive officers and board of directors (Details) - USD ($)
|
Sep. 30, 2015 |
Sep. 30, 2014 |
| Accrued compensation due executive officers and board of directors (Details) [Line Items] |
|
|
| Employee-related Liabilities, Current |
$ 719,540
|
$ 528,387
|
| Accrued Paid Time Off and Payroll Taxes |
57,803
|
64,133
|
| Due to Officers or Stockholders, Current |
660,793
|
461,965
|
| Officer [Member] |
|
|
| Accrued compensation due executive officers and board of directors (Details) [Line Items] |
|
|
| Due to Officers or Stockholders, Current |
475,972
|
341,541
|
| Advanced Materials Advisory LLC [Member] |
|
|
| Accrued compensation due executive officers and board of directors (Details) [Line Items] |
|
|
| Due to Related Parties, Current |
$ 170,139
|
$ 113,489
|
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v3.3.1.900
| X |
- DefinitionThe carrying amount of consideration received or receivable as of the balance sheet date on potential earnings that were not recognized as revenue in conformity with GAAP, and which are expected to be recognized as such within one year or the normal operating cycle, if longer, including sales, license fees, and royalties, but excluding interest income. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section 45
-Paragraph 8
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=28358313&loc=d3e6935-107765
Reference 2: 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.A.4(a).Q1)
-URI http://asc.fasb.org/extlink&oid=27012821&loc=d3e214044-122780
Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 13
-Section A
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| 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). Reference 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
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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-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
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-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.20)
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| X |
- DefinitionAggregate carrying amount of current liabilities (due within one year or within the normal operating cycle if longer) not separately disclosed in the balance sheet. Includes 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 and of liabilities not separately disclosed. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Topic 210
-SubTopic 10
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-Paragraph 1
-Subparagraph (SX 210.5-02.20)
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-SubTopic 10
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-Paragraph 5
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-Name Accounting Standards Codification
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-SubTopic 10
-Section 45
-Paragraph 6
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|
v3.3.1.900
Notes payable (Details) - USD ($)
|
|
|
|
1 Months Ended |
12 Months Ended |
Jul. 31, 2015 |
Jun. 17, 2015 |
May. 07, 2014 |
Mar. 31, 2015 |
Dec. 31, 2014 |
Apr. 30, 2014 |
Mar. 31, 2014 |
Dec. 31, 2013 |
Oct. 31, 2013 |
Sep. 30, 2015 |
Sep. 30, 2014 |
| Notes payable (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
| Gains (Losses) on Extinguishment of Debt |
|
|
|
|
|
|
|
|
|
$ 303,646
|
|
| Proceeds from Notes Payable |
|
|
|
|
|
|
|
|
|
907,500
|
$ 570,000
|
| Debt Instrument, Unamortized Discount |
|
|
|
|
|
|
|
|
|
72,255
|
48,385
|
| Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature |
|
|
|
|
|
|
|
|
|
422,233
|
91,671
|
| Amortization of Debt Discount (Premium) |
|
|
|
|
|
|
|
|
|
606,364
|
81,194
|
| Promissory Note [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Notes payable (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
| Debt Instrument, Face Amount |
|
|
|
|
|
|
|
|
$ 20,000
|
|
|
| Proceeds from Convertible Debt |
|
|
|
|
|
|
|
|
$ 19,000
|
|
|
| Debt Instrument, Interest Rate, Stated Percentage |
|
|
|
|
|
|
|
|
6.00%
|
|
|
| Debt Instrument, Convertible, Beneficial Conversion Feature |
|
|
|
|
|
|
|
|
|
|
14,965
|
| Debt Conversion, Original Debt, Amount |
|
|
|
|
|
$ 20,000
|
|
|
|
|
|
| Debt Conversion, Converted Instrument, Shares Issued (in Shares) |
|
|
|
|
|
1,504,139
|
|
|
|
|
|
| Convertible Note [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Notes payable (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
| Debt Instrument, Interest Rate, Stated Percentage |
|
|
|
|
|
|
|
8.00%
|
|
|
|
| Amortization of Beneficial Conversion Feature |
|
|
|
|
|
|
|
$ 14,481
|
|
|
|
| Extinguishment of Debt, Amount |
|
|
|
|
|
|
|
$ 32,500
|
|
|
|
| Debt Instrument, Prepayment Penalty, Percentage |
|
|
|
|
|
|
|
50.00%
|
|
|
|
| Payments of Debt Extinguishment Costs |
|
|
|
|
|
|
|
$ 16,250
|
|
|
|
| Two Security Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Notes payable (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
| Payments of Stock Issuance Costs |
|
|
|
|
|
|
|
$ 37,980
|
|
|
|
| Two Security Purchase Agreement [Member] | Senior Debentures [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Notes payable (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
| Proceeds from Convertible Debt |
|
|
|
|
|
|
|
|
$ 100,000
|
|
|
| Debt Instrument, Interest Rate, Stated Percentage |
|
|
|
|
|
|
|
|
18.00%
|
|
|
| Debt Instrument, Repayment Determination, Debt or Equity, Financing Amount |
|
|
|
|
|
|
|
|
$ 265,000
|
|
|
| Debt Instrument, Periodic Payment, Interest |
|
|
|
|
|
|
|
|
$ 2,250
|
|
|
| Securities Purchase Agreement With Inter Mountain Capital [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Notes payable (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
| Debt Instrument, Face Amount |
|
$ 832,500
|
$ 832,500
|
|
|
|
|
|
|
|
|
| Proceeds from Convertible Debt |
|
$ 150,000
|
$ 750,000
|
|
|
|
|
|
|
|
|
| Debt Instrument, Interest Rate, Stated Percentage |
5.00%
|
5.00%
|
5.00%
|
|
|
|
|
|
|
|
|
| Debt Instrument, Convertible, Beneficial Conversion Feature |
|
|
$ 76,706
|
$ 135,178
|
|
|
|
|
|
$ 95,056
|
|
| Debt Conversion, Converted Instrument, Shares Issued (in Shares) |
|
|
|
|
|
|
|
|
|
152,134,000
|
|
| Amortization of Beneficial Conversion Feature |
|
|
|
|
|
|
|
|
|
$ 27,825
|
28,321
|
| Repayments of Convertible Debt |
|
|
|
|
|
|
|
|
|
69,375
|
|
| Legal Expenses |
|
$ 7,500
|
7,500
|
|
|
|
|
|
|
|
|
| Debt Instrument, Original Issue, Discount |
|
75,000
|
75,000
|
|
|
|
|
|
|
|
|
| Debt Instrument, Cash To Be Paid, At Closing |
|
|
450,000
|
|
|
|
|
|
|
|
|
| Debt Instrument, Non-cash Payment, At Closing |
|
|
$ 300,000
|
|
|
|
|
|
|
|
|
| Notes Payable |
$ 100,000
|
|
|
|
|
|
|
|
|
$ 227,500
|
502,500
|
| Debt Instrument, Convertible, Conversion Price (in Dollars per share) |
$ 0.05
|
|
|
|
|
|
|
|
|
|
|
| Debt Instrument, Redemption Price, Percentage |
|
|
125.00%
|
|
|
|
|
|
|
125.00%
|
|
| Debt Conversion, Original Debt and Interest, Amount |
|
|
|
|
|
|
|
|
|
$ 561,093
|
|
| Debt Instrument, Decrease, Accrued Interest |
|
|
|
|
|
|
|
|
|
27,735
|
|
| Increase (Decrease) in Notes Payable, Current |
|
|
|
|
|
|
|
|
|
$ 533,358
|
|
| Proceeds from Notes Payable |
$ 50,000
|
|
|
|
|
|
|
|
|
|
|
| Debt Conversion, Description |
|
|
|
|
|
|
|
|
|
The note is convertible into common stock at the lesser of $0.05 per share or 75% (the “Conversion Factor”) of the average of the three (3) lowest VWAPs in the twenty (20) Trading Days immediately preceding the applicable Conversion (the “Market Price”), provided that if at any time the average of the three (3) lowest VWAPs in the twenty (20) Trading Days immediately preceding any date of measurement is below $0.01, then in such event the Conversion Factor shall be reduced to 70% for all future Conversions.
|
|
| Securities Purchase Agreement With Inter Mountain Capital [Member] | Promissory Note [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Notes payable (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
| Proceeds from Convertible Debt |
|
750,000
|
|
|
|
|
|
|
|
|
|
| Amortization of Beneficial Conversion Feature |
|
|
|
|
|
|
|
|
|
$ 178,539
|
|
| Notes Payable |
|
|
|
|
|
|
|
|
|
231,010
|
|
| Debt Instrument, Decrease, Accrued Interest |
|
|
|
|
|
|
|
|
|
1,243
|
|
| Increase (Decrease) in Notes Payable, Current |
|
|
|
|
|
|
|
|
|
68,132
|
|
| Securities Purchase Agreement With Inter Mountain Capital [Member] | Four Secured Promissory Notes [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Notes payable (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
| Proceeds from Convertible Debt |
|
$ 600,000
|
|
|
|
|
|
|
|
|
|
| One Of Convertible Note Holders [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Notes payable (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
| Debt Conversion, Original Debt, Amount |
|
|
|
|
|
|
|
|
|
|
$ 38,274
|
| Debt Conversion, Converted Instrument, Shares Issued (in Shares) |
|
|
|
|
|
|
|
|
|
|
14,068,600
|
| Amortization of Beneficial Conversion Feature |
|
|
|
|
|
|
|
|
|
|
$ 23,427
|
| Each Senior Debenture Holder [Member] | Two Security Purchase Agreement [Member] | Senior Debentures [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Notes payable (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
| Debt Conversion, Converted Instrument, Shares Issued (in Shares) |
|
|
|
|
|
|
|
1,978,143
|
|
|
|
| Repayments of Convertible Debt |
|
|
|
|
|
|
|
$ 52,250
|
|
|
|
| One Note Holder [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Notes payable (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
| Debt Conversion, Original Debt, Amount |
|
|
|
|
|
|
$ 100,000
|
|
|
|
|
| Debt Conversion, Converted Instrument, Shares Issued (in Shares) |
|
|
|
|
|
|
17,000,000
|
|
|
|
|
| Debt Conversion, Interest Amount |
|
|
|
|
|
|
$ 5,742
|
|
|
|
|
| Stock Issued |
|
|
|
|
|
|
$ 510,000
|
|
|
|
|
| Gains (Losses) on Extinguishment of Debt |
|
|
|
|
|
|
|
|
|
$ 404,258
|
|
| Rich Niemiec [Member] | Promissory Note [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Notes payable (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
| Debt Instrument, Face Amount |
|
|
|
|
$ 400,000
|
|
|
|
|
|
|
| Proceeds from Convertible Debt |
|
|
|
|
$ 400,000
|
|
|
|
|
|
|
| Debt Instrument, Interest Rate, Stated Percentage |
|
|
|
|
10.00%
|
|
|
|
|
10.00%
|
|
| Debt Instrument, Convertible, Conversion Price (in Dollars per share) |
|
|
|
|
$ 0.008
|
|
|
|
|
|
|
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) |
|
|
|
|
50,000,000
|
|
|
|
|
52,493,151
|
|
| Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) |
|
|
|
|
$ 0.008
|
|
|
|
|
$ 0.008
|
|
| Debt Instrument, Maturity Date |
|
|
|
|
Jun. 18, 2015
|
|
|
|
|
Dec. 19, 2015
|
|
| Convertible Preferred Stock, Terms of Conversion |
|
|
|
|
The Conversion Price per share of Common Stock shall be the lower of (A) the 10-day trailing volume weighted average price of the Borrower’s Common Stock, calculated at time of conversion, or (B) $0.008 (“Fixed Price Component”) subject to adjustment.
|
|
|
|
|
|
|
| Debt Instrument Convertible Conversion Floor Price (in Dollars per share) |
|
|
|
|
$ 0.003
|
|
|
|
|
|
|
| Debt Instrument, Unamortized Discount |
|
|
|
|
|
|
|
|
|
$ 208,000
|
|
| Adjustments to Additional Paid in Capital, Convertible Debt with Conversion Feature |
|
|
|
|
|
|
|
|
|
192,000
|
|
| Amortization of Debt Discount (Premium) |
|
|
|
|
|
|
|
|
|
400,000
|
|
| Fair Value Adjustment of Warrants |
|
|
|
|
|
|
|
|
|
288,712
|
|
| Amortization of Financing Costs |
|
|
|
|
|
|
|
|
|
$ 160,397
|
|
| Rich Niemiec [Member] | Terms Of Agreement [Member] | Promissory Note [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Notes payable (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
| Debt Instrument, Interest Rate, Stated Percentage |
|
|
|
|
|
|
|
|
|
18.00%
|
|
| Maximum [Member] | Securities Purchase Agreement With Inter Mountain Capital [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Notes payable (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
| Debt Instrument, Convertible, Conversion Price (in Dollars per share) |
|
|
$ 0.05
|
|
|
|
|
|
|
|
|
| Debt Instrument, Convertible, Threshold Trading Days |
|
|
20
|
|
|
|
|
|
|
|
|
| Maximum [Member] | Securities Purchase Agreement With Inter Mountain Capital [Member] | Future Conversion [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Notes payable (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
| Debt Instrument, Convertible, Conversion Price (in Dollars per share) |
|
|
$ 0.01
|
|
|
|
|
|
|
|
|
| Minimum [Member] | Securities Purchase Agreement With Inter Mountain Capital [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Notes payable (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
| Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger |
|
|
75.00%
|
|
|
|
|
|
|
|
|
| Minimum [Member] | Securities Purchase Agreement With Inter Mountain Capital [Member] | Future Conversion [Member] |
|
|
|
|
|
|
|
|
|
|
|
| Notes payable (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
| Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger |
|
|
70.00%
|
|
|
|
|
|
|
|
|
| X |
- DefinitionAmount of noncash expense included in interest expense to allocate the amount of a favorable spread to a debt holder between the amount of debt being converted and the value of the securities received upon conversion.
| Name: |
npwz_AmortizationOfBeneficialConversionFeature |
| Namespace Prefix: |
npwz_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionThe amount of the interest being converted in a noncash (or part noncash) transaction.
| Name: |
npwz_DebtConversionInterestAmount |
| Namespace Prefix: |
npwz_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionThe amount of the original debt and interest 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.
| Name: |
npwz_DebtConversionOriginalDebtAndInterestAmount1 |
| Namespace Prefix: |
npwz_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionAmount of cash payment to be made at the closing of the debt.
| Name: |
npwz_DebtInstrumentCashToBePaidAtClosing |
| Namespace Prefix: |
npwz_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
instant |
|
| X |
- DefinitionFloor price per share of the conversion feature embedded in the debt instrument.
| Name: |
npwz_DebtInstrumentConvertibleConversionFloorPrice |
| Namespace Prefix: |
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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-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
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-Name Accounting Standards Codification
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-SubTopic 10
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-Paragraph 14
-Subparagraph (b)
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-Subparagraph (b)
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-Publisher FASB
-Name Accounting Standards Codification
-Glossary Financing Activities
-URI http://asc.fasb.org/extlink&oid=6513228
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-SubTopic 10
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-Paragraph 15
-Subparagraph (b)
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-SubTopic 10
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-Paragraph 5
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Reference 2: http://www.xbrl.org/2003/role/presentationRef
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v3.3.1.900
Notes payable (Details) - Notes payable and accrued interest - USD ($)
|
Sep. 30, 2015 |
Sep. 30, 2014 |
| Notes payable and accrued interest [Abstract] |
|
|
| Convertible debentures |
$ 888,510
|
$ 502,500
|
| Accrued interest |
44,570
|
10,364
|
| Debt discount |
(72,255)
|
(48,385)
|
| Total |
$ 860,825
|
$ 464,479
|
| X |
- References
+ Details
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- DefinitionThe portion of the carrying value of long-term convertible debt as of the balance sheet date that is scheduled to be repaid within one year or in the normal operating cycle if longer. Convertible debt is a financial 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. Reference 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 SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 19, 20
-Article 5
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-Name Accounting Standards Codification
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-Paragraph 1A
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-Publisher FASB
-Name Accounting Standards Codification
-Glossary Current Liabilities
-URI http://asc.fasb.org/extlink&oid=6509677
Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-SubTopic 10
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v3.3.1.900
Preferred stock and common stock (Details) - USD ($)
|
|
1 Months Ended |
3 Months Ended |
12 Months Ended |
Aug. 01, 2014 |
Jun. 30, 2015 |
Mar. 31, 2015 |
May. 31, 2014 |
Mar. 31, 2014 |
Nov. 30, 2013 |
May. 31, 2014 |
Sep. 30, 2015 |
Sep. 30, 2014 |
| Preferred stock and common stock (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
| Preferred Stock, Shares Authorized (in Shares) |
|
|
|
|
|
|
|
5,000,000
|
5,000,000
|
| Preferred Stock, Par or Stated Value Per Share (in Dollars per share) |
|
|
|
|
|
|
|
$ 0.001
|
$ 0.001
|
| Proceeds from Issuance of Preferred Stock and Preference Stock |
|
|
|
|
|
|
|
$ 642,463
|
$ 1,314,988
|
| Common Stock, Shares Authorized (in Shares) |
|
|
|
|
|
|
|
1,800,000,000
|
1,800,000,000
|
| Common Stock, Par or Stated Value Per Share (in Dollars per share) |
|
|
|
|
|
|
|
$ 0.001
|
$ 0.001
|
| Stock Issued During Period Value Issued for Settlement of Liabilities |
|
|
|
|
|
|
|
|
$ 540,000
|
| Gains (Losses) on Extinguishment of Debt |
|
|
|
|
|
|
|
$ 303,646
|
|
| General and Administrative Expense |
|
|
|
|
|
|
|
1,275,375
|
932,017
|
| Selling and Marketing Expense |
|
|
|
|
|
|
|
1,290,499
|
823,685
|
| Stock Issued During Period, Value, New Issues |
|
|
|
|
|
|
|
|
500,000
|
| Stock Issued During Period, Value, Conversion of Convertible Securities |
|
|
|
|
|
|
|
$ 561,093
|
57,278
|
| Proceeds from Issuance of Common Stock |
|
|
|
|
|
|
|
|
$ 1,200,000
|
| Common Stock [Member] |
|
|
|
|
|
|
|
|
|
| Preferred stock and common stock (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
| Common Stock, Shares Authorized (in Shares) |
|
|
|
|
|
|
|
1,800,000,000
|
|
| Common Stock, Par or Stated Value Per Share (in Dollars per share) |
|
|
|
|
|
|
|
$ 0.001
|
|
| Common Stock, Voting Rights |
|
|
|
|
|
|
|
Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the holders of our common stock
|
|
| Stock Issued During Period, Shares, Issued in Connection with Notes Payable (in Shares) |
|
|
|
|
|
|
|
152,134,000
|
33,898,739
|
| Stock Issued During Period Value Issued for Settlement of Liabilities |
|
|
|
|
|
|
|
$ 561,093
|
$ 597,278
|
| Convertible Notes Payable |
|
|
|
|
|
|
|
561,093
|
193,020
|
| Gains (Losses) on Extinguishment of Debt |
|
|
|
|
|
|
|
|
404,258
|
| Clark Dodge & Company [Member] |
|
|
|
|
|
|
|
|
|
| Preferred stock and common stock (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
| Stock Issued During Period, Shares, Issued for Services (in Shares) |
|
|
|
|
1,538,462
|
|
|
|
|
| Payments of Financing Costs |
|
|
|
|
|
|
|
|
10,000
|
| Carter Terry And Company [Member] |
|
|
|
|
|
|
|
|
|
| Preferred stock and common stock (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
| Stock Issued During Period, Shares, Issued for Services (in Shares) |
|
|
|
1,800,000
|
|
|
|
|
|
| Payments of Financing Costs |
|
|
|
|
|
|
|
|
$ 72,000
|
| Payments for Fees |
|
|
|
$ 36,000
|
|
|
|
|
|
| Carter Terry And Company [Member] | Placement Agency Services [Member] |
|
|
|
|
|
|
|
|
|
| Preferred stock and common stock (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
| Stock Issued During Period, Shares, Issued for Services (in Shares) |
|
2,181,818
|
3,750,000
|
|
|
|
|
|
|
| Payments of Financing Costs |
|
$ 12,000
|
$ 24,000
|
|
|
|
|
|
|
| Asante Africa [Member] |
|
|
|
|
|
|
|
|
|
| Preferred stock and common stock (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
| Stock Issued During Period, Shares, Issued for Services (in Shares) |
|
|
|
|
|
|
|
|
937,500
|
| General and Administrative Expense |
|
|
|
|
|
|
|
|
$ 15,000
|
| Service Providers and Consultant [Member] |
|
|
|
|
|
|
|
|
|
| Preferred stock and common stock (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
| Selling and Marketing Expense |
|
|
|
|
|
|
|
$ 54,375
|
87,105
|
| Prepaid Expense |
|
|
|
|
|
|
|
|
$ 28,645
|
| Service Providers and Consultant [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
|
| Preferred stock and common stock (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
| Stock Issued During Period, Shares, Issued for Services (in Shares) |
|
|
|
|
|
|
|
6,646,113
|
5,673,346
|
| Stock Issued During Period, Value, Issued for Services |
|
|
|
|
|
|
|
$ 54,375
|
$ 115,750
|
| Long Term Incentive Compensation Plan [Member] | Employee Stock Option [Member] |
|
|
|
|
|
|
|
|
|
| Preferred stock and common stock (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
| Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum |
10.00%
|
|
|
|
|
|
|
|
|
| Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in Shares) |
|
|
|
|
|
|
|
393,250,000
|
|
| Option Exercisable Life |
|
|
|
|
|
|
|
10 years
|
|
| Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) |
|
|
|
|
|
|
|
$ 0.0088
|
$ 0.0177
|
| Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term |
|
|
|
|
|
|
|
7 years 328 days
|
|
| Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options |
|
|
|
|
|
|
|
$ 63,760
|
|
| Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition |
|
|
|
|
|
|
|
25 months
|
|
| Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value |
|
|
|
|
|
|
|
$ 0
|
|
| Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value |
|
|
|
|
|
|
|
0
|
|
| Allocated Share-based Compensation Expense |
|
|
|
|
|
|
|
$ 301,066
|
$ 541,341
|
| Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate |
|
|
|
|
|
|
|
1.33%
|
1.49%
|
| Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate |
|
|
|
|
|
|
|
247.00%
|
251.00%
|
| Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term |
|
|
|
|
|
|
|
5 years
|
6 years 109 days
|
| Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate |
|
|
|
|
|
|
|
0.00%
|
|
| Long Term Incentive Compensation Plan [Member] | Employee Stock Option [Member] | General and Administrative Expense [Member] |
|
|
|
|
|
|
|
|
|
| Preferred stock and common stock (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
| Allocated Share-based Compensation Expense |
|
|
|
|
|
|
|
$ 75,020
|
$ 230,226
|
| Long Term Incentive Compensation Plan [Member] | Employee Stock Option [Member] | Selling and Marketing Expense [Member] |
|
|
|
|
|
|
|
|
|
| Preferred stock and common stock (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
| Allocated Share-based Compensation Expense |
|
|
|
|
|
|
|
134,877
|
163,172
|
| Long Term Incentive Compensation Plan [Member] | Employee Stock Option [Member] | Research and Development Expense [Member] |
|
|
|
|
|
|
|
|
|
| Preferred stock and common stock (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
| Allocated Share-based Compensation Expense |
|
|
|
|
|
|
|
$ 91,169
|
$ 147,943
|
| Convertible Preferred Stock [Member] | Series B Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
| Preferred stock and common stock (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
| Preferred Stock, Shares Authorized (in Shares) |
|
|
|
|
|
|
|
2,222,022
|
2,000,000
|
| Preferred Stock, Par or Stated Value Per Share (in Dollars per share) |
|
|
|
|
|
|
|
$ 0.001
|
$ 0.001
|
| Preferred Stock, Dividend Rate, Percentage |
|
|
|
|
|
|
|
6.00%
|
|
| Convertible Preferred Stock, Conversion Rate |
|
|
|
|
|
|
|
130.00%
|
|
| Convertible Preferred Stock, Shares Reserved for Future Issuance (in Shares) |
|
|
|
|
|
|
|
1,018,446
|
|
| Conversion of Stock, Shares Converted (in Shares) |
|
|
|
|
|
|
|
753,874
|
286,700
|
| Dividends Payable |
|
|
|
|
|
|
|
$ 46,160
|
$ 55,577
|
| Stock Issued During Period, Shares, New Issues (in Shares) |
|
|
|
|
|
|
|
642,462
|
1,314,988
|
| Proceeds from Issuance of Preferred Stock and Preference Stock |
|
|
|
|
|
|
|
$ 642,463
|
$ 1,314,998
|
| Preferred Stock, Shares Issued (in Shares) |
|
|
|
|
|
|
|
1,203,576
|
1,314,988
|
| Preferred Stock, Shares Outstanding (in Shares) |
|
|
|
|
|
|
|
1,203,576
|
1,314,988
|
| Convertible Preferred Stock [Member] | Series B Preferred Stock [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
|
| Preferred stock and common stock (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
| Convertible Preferred Stock, Shares Issued upon Conversion (in Shares) |
|
|
|
|
|
|
|
156,010,181
|
56,266,153
|
| Common Stock [Member] |
|
|
|
|
|
|
|
|
|
| Preferred stock and common stock (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
| Conversion of Stock, Shares Converted (in Shares) |
|
|
|
|
|
|
|
156,010,181
|
56,266,153
|
| Stock Issued During Period, Shares, New Issues (in Shares) |
|
|
|
|
|
|
|
|
33,333,333
|
| Stock Issued During Period, Shares, Issued in Connection with Notes Payable (in Shares) |
|
|
|
|
|
|
|
5,931,818
|
7,294,748
|
| Stock Issued During Period Value Issued for Settlement of Liabilities |
|
|
|
|
|
|
|
|
$ 18,546
|
| Stock Issued During Period, Shares, Issued for Services (in Shares) |
|
|
|
|
|
|
|
6,646,113
|
5,673,346
|
| Stock Issued During Period, Value, New Issues |
|
|
|
|
|
|
|
|
$ 33,333
|
| Stock Issued During Period, Value, Conversion of Convertible Securities |
|
|
|
|
|
|
|
$ 152,134
|
$ 15,353
|
| Common Stock [Member] | Clean Tech Investors, LLC [Member] |
|
|
|
|
|
|
|
|
|
| Preferred stock and common stock (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
| Stock Issued During Period, Shares, New Issues (in Shares) |
|
|
|
|
|
60,100,000
|
|
|
|
| Stock Issued During Period, Value, New Issues |
|
|
|
|
|
$ 700,000
|
|
|
|
| Stock Issued During Period, Value, Conversion of Convertible Securities |
|
|
|
|
|
120,633
|
|
|
|
| Shareholders' Equity, Fair Value Disclosure |
|
|
|
|
|
313,000
|
|
|
|
| Proceeds from Issuance of Common Stock |
|
|
|
|
|
821,000
|
|
|
|
| Other Ownership Interests, Contributed Capital |
|
|
|
|
|
$ 508,000
|
|
|
|
| Common Stock [Member] | Investor [Member] |
|
|
|
|
|
|
|
|
|
| Preferred stock and common stock (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
| Stock Issued During Period, Shares, New Issues (in Shares) |
|
|
|
|
|
|
|
|
33,333,333
|
| Stock Issued During Period, Value, New Issues |
|
|
|
|
|
|
|
|
$ 500,000
|
| Warrant [Member] |
|
|
|
|
|
|
|
|
|
| Preferred stock and common stock (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
| Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) |
|
|
|
|
|
|
|
$ 0.0497
|
|
| Class of Warrant or Right, Outstanding (in Shares) |
|
|
|
|
|
|
|
477,500,000
|
|
| Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted (in Shares) |
|
|
|
|
|
|
|
443,756,376
|
19,417,749
|
| Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Expirations (in Shares) |
|
|
|
|
|
|
|
(334,799,868)
|
3,620,000
|
| Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value |
|
|
|
|
|
|
|
$ 918,626
|
|
| Warrant [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
|
| Preferred stock and common stock (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) |
|
|
|
1,913,333
|
|
|
1,913,333
|
|
|
| Stock Issued During Period, Shares, Other (in Shares) |
|
|
|
|
|
|
1,412,204
|
|
|
| Warrant [Member] | Investor [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
|
| Preferred stock and common stock (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
| Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) |
|
|
|
|
|
|
|
|
11,666,666
|
| Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) |
|
|
|
|
|
|
|
|
$ 0.032
|
| Warrant [Member] | Executive Officer [Member] |
|
|
|
|
|
|
|
|
|
| Preferred stock and common stock (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
| Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted (in Shares) |
|
|
|
|
|
|
|
270,263,225
|
|
| Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Expirations (in Shares) |
|
|
|
|
|
|
|
60,270,692
|
|
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v3.3.1.900
Preferred stock and common stock (Details) - Stock Options Activity - $ / shares
|
12 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
| Stock Options Activity [Abstract] |
|
|
| Outstanding at September 30, 2013 |
236,096,007
|
240,482,543
|
| Outstanding at September 30, 2013 |
$ 0.0065
|
$ 0.0059
|
| Options Granted |
4,600,000
|
17,100,000
|
| Options Granted, Weighted Average Exercise Price |
$ 0.0088
|
$ 0.0187
|
| Options Forfeited |
(8,250,000)
|
(12,000,000)
|
| Options Forfeited, Weighted Average Exercise Price |
$ 0.0153
|
$ 0.0036
|
| Options Cancelled |
|
|
| Options Cancelled, Weighted Average Exercise Price |
|
|
| Options Expired |
|
(9,486,536)
|
| Options Expired, Weighted Average Exercise Price |
|
$ 0.0118
|
| Options Outstanding |
232,446,007
|
236,096,007
|
| Options Outstanding, Weighted Average Exercise Price |
$ 0.0067
|
$ 0.0065
|
| Exercisable at September 30, 2015 |
226,946,107
|
|
| Exercisable at September 30, 2015 |
$ 0.0061
|
|
| X |
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v3.3.1.900
Preferred stock and common stock (Details) - Warrants Activity - Warrant [Member] - shares
|
12 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
| Class of Warrant or Right [Line Items] |
|
|
| Outstanding at September 30, 2013 |
368,585,978
|
371,668,230
|
| Warrant Granted |
443,756,376
|
19,417,749
|
| Warrant Exercised |
|
(2,113,333)
|
| Warrant Expired |
334,799,868
|
(3,620,000)
|
| Warrant Cancelled |
|
(16,766,668)
|
| Warrant Outstanding |
477,542,486
|
368,585,978
|
| X |
- DefinitionNumber of shares under non-option equity instrument agreements for which rights to exercise cancelled.
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v3.3.1.900
Income taxes (Details) - USD ($)
|
12 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
| Income Tax Disclosure [Abstract] |
|
|
| Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount |
$ 1,226,863
|
$ 1,238,080
|
| Operating Loss Carryforwards, Expiration Period |
As of September 30, 2015, we have net operating loss carry forwards of $55.10 million, which begin to expire in 2023 and will continue to expire through 2035 if not otherwise utilized
|
|
| Operating Loss Carryforwards |
$ 55,100,000
|
|
| X |
- DefinitionThe period through which the operating loss carry-forward will expire.
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v3.3.1.900
Income taxes (Details) - Significant components of deferred tax assets and liabilities and related valuation allowances - USD ($)
|
Sep. 30, 2015 |
Sep. 30, 2014 |
| Significant components of deferred tax assets and liabilities and related valuation allowances [Abstract] |
|
|
| Net operating loss carry forward |
$ 18,732,453
|
$ 18,195,890
|
| Share-based compensation |
3,074,856
|
2,447,295
|
| R&D Tax Credit Carry forward |
953,928
|
973,000
|
| Other |
223,290
|
148,395
|
| TOTAL DEFERRED TAX ASSETS |
22,984,527
|
21,764,580
|
| Deferred Tax Liability |
(528,808)
|
(535,724)
|
| Valuation Allowance |
$ (22,455,719)
|
$ (21,228,856)
|
| Deferred Tax Assets & Liabilities, net |
|
|
| X |
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v3.3.1.900
Commitments and contingencies (Details) - USD ($)
|
12 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
| Commitments and contingencies (Details) [Line Items] |
|
|
| Operating Leases, Rent Expense |
$ 159,127
|
$ 145,218
|
| Operating Leases, Periodic Holdover Amount |
$ 9,500
|
|
| Operating Leases, Holdover Status Termination Notice Period |
2 months
|
|
| Increase (Decrease) in Accounts Payable |
$ (51,167)
|
$ (10,387)
|
| Gains (Losses) on Extinguishment of Debt |
303,646
|
|
| Accounts Payable and Accrued Liabilities [Member] |
|
|
| Commitments and contingencies (Details) [Line Items] |
|
|
| Increase (Decrease) in Accounts Payable |
$ (331,560)
|
|
| X |
- References
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| Name: |
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v3.3.1.900
Related party transactions (Details) - USD ($)
|
12 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
| Related party transactions (Details) [Line Items] |
|
|
| Related Party, Beneficial Ownership, Threshold |
5.00%
|
5.00%
|
| Consulting Expense [Member] |
|
|
| Related party transactions (Details) [Line Items] |
|
|
| Related Party Transaction, Expenses from Transactions with Related Party |
$ 132,000
|
$ 158,900
|
| Sierra Trading Corp [Member] | Series B Preferred Stock [Member] |
|
|
| Related party transactions (Details) [Line Items] |
|
|
| Conversion Of Series B Preferred Stock Shares To Common Stock |
250,789
|
142,200
|
| Dividends, Preferred Stock |
$ 16,486
|
$ 21,151
|
| Conversion of Stock, Shares Issued |
57,336,304
|
26,777,382
|
| Summit Trading Limited [Member] | Series B Preferred Stock [Member] |
|
|
| Related party transactions (Details) [Line Items] |
|
|
| Conversion Of Series B Preferred Stock Shares To Common Stock |
503,085
|
144,500
|
| Dividends, Preferred Stock |
$ 29,677
|
$ 34,426
|
| Conversion of Stock, Shares Issued |
98,673,877
|
29,488,771
|
| Advanced Materials Advisory LLC [Member] |
|
|
| Related party transactions (Details) [Line Items] |
|
|
| Accounts Payable |
$ 170,139
|
$ 113,489
|
| X |
- DefinitionThe number of Series B Preferred Stock converted to common stock.
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| X |
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-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03.15(a))
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-Name Accounting Standards Codification
-Topic 942
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03.15(5))
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-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 5
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v3.3.1.900
Subsequent events (Details)
|
|
|
|
|
|
|
|
1 Months Ended |
2 Months Ended |
3 Months Ended |
12 Months Ended |
|
|
|
Jan. 13, 2016
USD ($)
$ / shares
shares
|
Jan. 04, 2016
USD ($)
$ / shares
shares
|
Dec. 28, 2015 |
Dec. 18, 2015
USD ($)
$ / shares
shares
|
Dec. 16, 2015
USD ($)
|
Nov. 18, 2015
shares
|
Nov. 04, 2015
USD ($)
$ / shares
|
Apr. 30, 2014
USD ($)
shares
|
Oct. 31, 2013
USD ($)
|
Nov. 30, 2015
USD ($)
shares
|
Dec. 31, 2015
USD ($)
shares
|
Sep. 30, 2015
USD ($)
shares
|
Sep. 30, 2014
USD ($)
shares
|
Dec. 14, 2015
$ / shares
shares
|
Oct. 28, 2015
USD ($)
|
| Subsequent events (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Proceeds from Issuance of Preferred Stock and Preference Stock |
|
|
|
|
|
|
|
|
|
|
|
$ 642,463
|
$ 1,314,988
|
|
|
| Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subsequent events (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt Conversion, Original Debt, Amount |
$ 10,000
|
$ 5,000
|
|
$ 5,000
|
|
|
|
|
|
|
|
|
|
|
|
| Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares |
10,478,313
|
4,921,304
|
|
4,630,648
|
|
|
|
|
|
|
|
|
|
|
|
| Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares |
$ 0.00096
|
$ 0.00102
|
|
$ 0.0018
|
|
|
|
|
|
|
|
|
|
$ 0.001
|
|
| Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in Shares) | shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
1,800,000,000
|
|
| Debt Conversion, Interest Amount |
$ 59.18
|
$ 19.73
|
|
$ 1.10
|
|
|
|
|
|
|
|
|
|
|
|
| JMJ Financial [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subsequent events (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt Instrument, Convertible, Threshold Trading Days |
|
|
90
|
|
|
|
25
|
|
|
|
|
|
|
|
|
| Debt Instrument, Interest Rate, Effective Percentage |
|
|
|
|
|
|
12.00%
|
|
|
|
|
|
|
|
|
| Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares |
|
|
|
|
|
|
$ 0.0026
|
|
|
|
|
|
|
|
|
| Debt Instrument Convertible Conversion Percentage |
|
|
|
|
|
|
63.00%
|
|
|
|
|
|
|
|
|
| SRS Consulting Ltd. [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subsequent events (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares |
|
|
|
|
|
5,000,000
|
|
|
|
|
|
|
|
|
|
| Legal Fees |
|
|
|
|
$ 48,778
|
|
|
|
|
|
|
|
|
|
|
| Union Capital LLC [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subsequent events (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt Instrument, Convertible, Threshold Trading Days |
|
|
|
|
20
|
|
|
|
|
|
|
|
|
|
|
| Debt Instrument Convertible Conversion Percentage |
|
|
|
|
60.00%
|
|
|
|
|
|
|
|
|
|
|
| New Venture Attorneys, PC [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subsequent events (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Legal Fees |
|
|
|
|
$ 21,462
|
|
|
|
|
|
|
|
|
|
|
| Inter-Mountain Capital LLC [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subsequent events (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt Conversion, Original Debt, Amount |
|
|
|
|
|
|
|
|
|
$ 78,750
|
|
|
|
|
|
| Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares |
|
|
|
|
|
|
|
|
|
60,458,806
|
|
|
|
|
|
| Security Purchase Agreement [Member] | Subsequent Event [Member] | Series B Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subsequent events (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares |
|
|
|
|
|
|
|
|
|
|
98,642
|
|
|
|
|
| Proceeds from Issuance of Preferred Stock and Preference Stock |
|
|
|
|
|
|
|
|
|
|
$ 98,642
|
|
|
|
|
| Security Purchase Agreement [Member] | Union Capital LLC [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subsequent events (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt Conversion, Original Debt, Amount |
|
|
|
|
$ 170,250
|
|
|
|
|
|
|
|
|
|
|
| Debt Instrument, Interest Rate, Stated Percentage |
|
|
|
|
8.00%
|
|
|
|
|
|
|
|
|
|
|
| Debt Instrument, Face Amount |
|
|
|
|
$ 388,428
|
|
|
|
|
|
|
|
|
|
|
| Convertible Preferred Stock [Member] | Series B Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subsequent events (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Conversion of Stock, Shares Converted (in Shares) | shares |
|
|
|
|
|
|
|
|
|
|
|
753,874
|
286,700
|
|
|
| Proceeds from Issuance of Preferred Stock and Preference Stock |
|
|
|
|
|
|
|
|
|
|
|
$ 642,463
|
$ 1,314,998
|
|
|
| Convertible Preferred Stock [Member] | Subsequent Event [Member] | Series B Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subsequent events (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Conversion of Stock, Shares Converted (in Shares) | shares |
|
|
|
|
|
|
|
|
|
|
23,000
|
|
|
|
|
| Dividends, Preferred Stock |
|
|
|
|
|
|
|
|
|
|
$ 2,423.51
|
|
|
|
|
| Convertible Preferred Stock [Member] | Subsequent Event [Member] | Series B Preferred Stock [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subsequent events (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Conversion of Stock, Shares Issued (in Shares) | shares |
|
|
|
|
|
|
|
|
|
|
16,525,500
|
|
|
|
|
| Amendment Of Articles Of Incorporation [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subsequent events (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in Shares) | shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
5,400,000,000
|
|
| Promissory Note [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subsequent events (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Debt Conversion, Original Debt, Amount |
|
|
|
|
|
|
|
$ 20,000
|
|
|
|
|
|
|
|
| Debt Conversion, Converted Instrument, Shares Issued (in Shares) | shares |
|
|
|
|
|
|
|
1,504,139
|
|
|
|
|
|
|
|
| Proceeds from Convertible Debt |
|
|
|
|
|
|
|
|
$ 19,000
|
|
|
|
|
|
|
| Debt Instrument, Interest Rate, Stated Percentage |
|
|
|
|
|
|
|
|
6.00%
|
|
|
|
|
|
|
| Debt Instrument, Face Amount |
|
|
|
|
|
|
|
|
$ 20,000
|
|
|
|
|
|
|
| Promissory Note [Member] | JMJ Financial [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Subsequent events (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Proceeds from Convertible Debt |
|
|
|
|
|
|
$ 30,000
|
|
|
|
|
|
|
|
|
| Debt Instrument, Original Issue, Discount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 250,000
|
| Debt Instrument, Interest Rate, Stated Percentage |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.00%
|
| X |
- DefinitionThe amount of the interest being converted in a noncash (or part noncash) transaction.
| Name: |
npwz_DebtConversionInterestAmount |
| Namespace Prefix: |
npwz_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
credit |
| Period Type: |
duration |
|
| X |
- DefinitionThe percentage at which the note is converted into common stock.
| Name: |
npwz_DebtInstrumentConvertibleConversionPercentage |
| Namespace Prefix: |
npwz_ |
| Data Type: |
num:percentItemType |
| Balance Type: |
na |
| Period Type: |
instant |
|
| X |
- DefinitionThe original discount amount of the debt instrument.
| Name: |
npwz_DebtInstrumentOriginalIssueDiscount |
| Namespace Prefix: |
npwz_ |
| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- References
+ Details
| Name: |
npwz_SubsequenteventsDetailsLineItems |
| Namespace Prefix: |
npwz_ |
| 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 50
-Paragraph 5
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