UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For quarterly period ended November 30, 2015
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________ to ____________
Commission file number 333-127953
SOLARWINDOW TECHNOLOGIES, INC. |
(Exact name of registrant as specified in its charter) |
Nevada | | 59-3509694 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | |
10632 Little Patuxent Parkway, Suite 406 Columbia, Maryland | | 21044 |
(Address of principal executive offices) | | (Zip Code) |
(800) 213-0689
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | ¨ |
Non-accelerated filer | ¨ | Smaller reporting company | x |
(Do not check if a smaller reporting company) | | |
Indicate by check mark whether the registrant is a shell company (as defined in 12b-2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 26,944,721 shares of common stock, par value $0.001, were outstanding on January 7, 2016.
SOLARWINDOW TECHNOLOGIES, INC.
FORM 10-Q
For the Quarterly Period Ended November 30, 2015
Table of Contents
PART I FINANCIAL INFORMATION | | | |
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Item 1. | Consolidated Financial Statements (Unaudited) | | | 3 | |
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| Consolidated Balance Sheets | | | 3 | |
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| Consolidated Statements of Operations | | | 4 | |
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| Consolidated Statements of Stockholders' Equity (Deficit) | | | 5 | |
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| Consolidated Statements of Cash Flows | | | 6 | |
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| Notes to Consolidated Financial Statements | | | 7 | |
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Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | | | 17 | |
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Item 4. | Controls and Procedures | | | 21 | |
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PART II OTHER INFORMATION | | | | |
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Item 6. | Exhibits | | | 22 | |
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Signatures | | | 23 | |
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Certifications | | | | |
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements (Unaudited)
SOLARWINDOW TECHNOLOGIES, INC. |
CONSOLIDATED BALANCE SHEETS |
NOVEMBER 30, 2015 AND AUGUST 31, 2015 |
| | | | | | |
| | November 30, | | | August 31, | |
| | 2015 | | | 2015 | |
| | (Unaudited) | | | | |
ASSETS |
Current assets | | | | | | |
Cash and cash equivalents | | $ | 169,057 | | | $ | 228,465 | |
Deferred research and development costs | | | 23,443 | | | | 106,135 | |
Prepaid expenses and other current assets | | | 29,020 | | | | 21,152 | |
Total current assets | | | 221,520 | | | | 355,752 | |
| | | | | | | | |
Equipment, net of accumulated depreciation of $30,531 and $27,751, respectively | | | 30,055 | | | | 30,535 | |
Total assets | | $ | 251,575 | | | $ | 386,287 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
| | | | | | | | |
Current liabilities | | | | | | | | |
Accounts payable | | $ | 90,123 | | | $ | 97,438 | |
Interest payable to related party | | | 514,065 | | | | 443,498 | |
Bridge note, net of discount of $0 and $6,516 | | | 600,000 | | | | 593,484 | |
Convertible promissory notes payable to related party, net of discount of $623,558 and $879,808, respectively | | | 2,776,447 | | | | 2,120,192 | |
Total current liabilities | | | 3,980,635 | | | | 3,254,612 | |
| | | | | | | | |
Commitments and contingencies | | | | | | | | |
| | | | | | | | |
Stockholders' equity (deficit) | | | | | | | | |
Preferred stock: $0.10 par value; 1,000,000 shares authorized, no shares issued and outstanding | | | - | | | | - | |
Common stock: $0.001 par value; 300,000,000 shares authorized, 26,572,615 shares issued and outstanding at November 30, 2015 and August 31, 2015 | | | 26,572 | | | | 26,572 | |
Additional paid-in capital | | | 26,607,331 | | | | 26,144,117 | |
Retained deficit | | | (30,362,963 | ) | | | (29,039,014 | ) |
Total stockholders' equity (deficit) | | | (3,729,060 | ) | | | (2,868,325 | ) |
Total liabilities and stockholders' equity (deficit) | | $ | 251,575 | | | $ | 386,287 | |
(The accompanying notes are an integral part of these consolidated financial statements)
SOLARWINDOW TECHNOLOGIES, INC. |
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) |
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2015 AND 2014 |
| | | | | | |
| | Three Months Ended November 30, | |
| | 2015 | | | 2014 | |
| | | | | | |
Revenue | | $ | - | | | $ | - | |
| | | | | | | | |
Operating expense | | | | | | | | |
Selling, general and administrative | | | 441,694 | | | | 566,291 | |
Research and development | | | 148,922 | | | | 179,321 | |
Total operating expense | | | 590,616 | | | | 745,612 | |
| | | | | | | | |
Loss from operations | | | (590,616 | ) | | | (745,612 | ) |
| | | | | | | | |
Other income (expense) | | | | | | | | |
Interest expense | | | (70,567 | ) | | | (55,727 | ) |
Accretion of debt discount | | | (662,766 | ) | | | (2,457,910 | ) |
Total other income (expense) | | | (733,333 | ) | | | (2,513,637 | ) |
| | | | | | | | |
Net loss | | $ | (1,323,949 | ) | | $ | (3,259,249 | ) |
| | | | | | | | |
Basic and Diluted Loss per Common Share | | $ | (0.05 | ) | | $ | (0.13 | ) |
| | | | | | | | |
Weighted average number of common shares outstanding - basic and diluted | | | 26,572,615 | | | | 24,308,495 | |
(The accompanying notes are an integral part of these consolidated financial statements)
SOLARWINDOW TECHNOLOGIES, INC. |
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) |
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2015 AND YEAR ENDED AUGUST 31, 2015 |
| | | | | | | | | | | | | | | |
| | | | | | | | Additional | | | | | | Total Stockholders' | |
| | Common Stock | | | Paid-in | | | Retained | | | Equity | |
| | Shares | | | Amount | | | Capital | | | Deficit | | | (Deficit) | |
| | | | | | | | | | | | | | | | | | | | |
Balance, August 31, 2014 | | | 24,306,612 | | | $ | 24,306 | | | $ | 20,872,345 | | | $ | (20,946,270 | ) | | $ | (49,619 | ) |
| | | | | | | | | | | | | | | | | | | | |
Stock based compensation related to restricted stock issuance | | | 60,000 | | | | 60 | | | | 83,940 | | | | - | | | | 84,000 | |
Stock based compensation due to common stock purchase options | | | - | | | | - | | | | 436,774 | | | | - | | | | 436,774 | |
Exercise of Series G warrants | | | 454,787 | | | | 455 | | | | (455 | ) | | | - | | | | - | |
Exercise of Series H warrants | | | 1,751,216 | | | | 1,751 | | | | 1,451,763 | | | | - | | | | 1,453,514 | |
Discount on convertible promissory note due to detachable warrants | | | - | | | | - | | | | 3,000,000 | | | | - | | | | 3,000,000 | |
Discount on $600,000 bridge loan due to detachable warrants | | | - | | | | - | | | | 299,750 | | | | - | | | | 299,750 | |
Net loss for the year ended August 31, 2015 | | | - | | | | - | | | | - | | | | (8,092,744 | ) | | | (8,092,744 | ) |
Balance, August 31, 2015 | | | 26,572,615 | | | | 26,572 | | | | 26,144,117 | | | | (29,039,014 | ) | | | (2,868,325 | ) |
| | | | | | | | | | | | | | | | | | | | |
Stock based compensation due to common stock purchase options | | | - | | | | - | | | | 63,214 | | | | - | | | | 63,214 | |
Discount on convertible promissory note due to detachable warrants | | | - | | | | - | | | | 234,360 | | | | - | | | | 234,360 | |
Discount on convertible promissory note due to beneficial conversion feature | | | - | | | | - | | | | 165,640 | | | | - | | | | 165,640 | |
Net loss for the three months ended November 30, 2015 | | | - | | | | - | | | | - | | | | (1,323,949 | ) | | | (1,323,949 | ) |
Balance, November 30, 2015 (Unaudited) | | | 26,572,615 | | | $ | 26,572 | | | $ | 26,607,331 | | | $ | (30,362,963 | ) | | $ | (3,729,060 | ) |
(The accompanying notes are an integral part of these consolidated financial statements)
SOLARWINDOW TECHNOLOGIES, INC. |
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) |
FOR THE THREE MONTHS ENDED NOVEMBER 30, 2015 AND 2014 |
| | | | | | |
| | Three Months Ended November 30, | |
| | 2015 | | | 2014 | |
Cash flows from operating activities | | | | | | |
Net loss | | $ | (1,323,949 | ) | | $ | (3,259,249 | ) |
Adjustments to reconcile net loss to net cash used in operating activities | | | | | | | | |
Depreciation | | | 2,780 | | | | 1,831 | |
Stock based compensation expense | | | 63,214 | | | | 157,646 | |
Accretion of debt discount | | | 662,766 | | | | 2,457,910 | |
Changes in operating assets and liabilities: | | | | | | | | |
Decrease (increase) in deferred research and development costs | | | 82,692 | | | | - | |
Decrease (increase) in prepaid expenses and other current assets | | | (7,868 | ) | | | (7,998 | ) |
Increase (decrease) in accounts payable | | | (7,315 | ) | | | 75,828 | |
Increase (decrease) in accrued liabilities | | | 70,567 | | | | 55,727 | |
Net cash used in operating activities | | | (457,113 | ) | | | (518,305 | ) |
| | | | | | | | |
Cash flows from investing activity | | | | | | | | |
Purchase of equipment | | | (2,300 | ) | | | (14,208 | ) |
Net cash used in investing activity | | | (2,300 | ) | | | (14,208 | ) |
| | | | | | | | |
Cash flows from financing activities | | | | | | | | |
Proceeds from the exercise of warrants | | | - | | | | 3,242 | |
Proceeds from promissory notes | | | 400,005 | | | | - | |
Net cash provided by financing activities | | | 400,005 | | | | 3,242 | |
| | | | | | | | |
Decrease in cash and cash equivalents | | | (59,408 | ) | | | (529,271 | ) |
| | | | | | | | |
Cash and cash equivalents at beginning of period | | | 228,465 | | | | 785,237 | |
| | | | | | | | |
Cash and cash equivalents at end of period | | $ | 169,057 | | | $ | 255,966 | |
| | | | | | | | |
Supplemental disclosure of cash flow information: | | | | | | | | |
Interest paid in cash | | $ | - | | | $ | - | |
Income taxes paid in cash | | $ | - | | | $ | - | |
| | | | | | | | |
Supplemental disclosure of non-cash transactions: | | | | | | | | |
Debt discount recorded for value of warrants issued | | $ | 234,360 | | | $ | 3,000,000 | |
Debt discount recorded for beneficial conversion feature | | $ | 165,640 | | | $ | - | |
(The accompanying notes are an integral part of these consolidated financial statements)
SOLARWINDOW TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - Basis of Presentation, Organization, Recent Accounting Pronouncements and Going Concern
Basis of Presentation
The unaudited financial statements of SolarWindow Technologies, Inc. (the "Company") as of November 30, 2015, and for the three months ended November 30, 2015 and 2014, have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting and include the Company's wholly-owned subsidiaries, Kinetic Energy Corporation ("KEC"), and New Energy Solar Corporation ("New Energy Solar"). Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended August 31, 2015, as filed with the Securities and Exchange Commission as part of the Company's Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the interim financial information have been included. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year.
Organization
SolarWindow Technologies, Inc. was incorporated in the State of Nevada on May 5, 1998, under the name "Octillion Corp." On December 2, 2008, the Company amended its Articles of Incorporation to effect a change of name to New Energy Technologies, Inc. Effective as of March 9, 2015, the Company amended its Articles of Incorporation to change its name to SolarWindow Technologies, Inc. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Kinetic Energy Corporation ("KEC") and New Energy Solar Corporation.
KEC was incorporated on June 19, 2008, in the State of Nevada and holds the patents related to the Company's MotionPower™ technology. The Company's business activities related to the MotionPower™ technology are conducted through KEC.
New Energy Solar was incorporated on February 9, 2009, in the State of Florida and entered into agreements with The University of South Florida Research Foundation ("USF") to sponsor research related to the Company's SolarWindow™ technology. On February 18, 2015, the Company terminated the license agreement entered into with USF which originated on June 21, 2010.
On March 9, 2015, the Company changed its name to "SolarWindow Technologies, Inc." in order to appropriately align the corporate name and brand identity. The Company's ticker symbol changed to WNDW.
The Company has been developing two (2) sustainable electricity generating systems. These novel technologies are branded as SolarWindow™ and MotionPower™. On March 2, 2015, the Company announced its exclusive focus on SolarWindow™.
The Company's SolarWindow™ technology provides the ability to harvest light energy from the sun and artificial sources and generate electricity from a see-through, semi-transparent, coating of organic photovoltaic solar cells. The Company's SolarWindow™ transparent electricity generating coatings are the subject of patent pending technologies. Initially being developed for application on glass surfaces, SolarWindow™ coatings could potentially be used on any of the more than 85 million commercial and residential buildings in the United States alone.
The Company's SolarWindow™ product development programs involve ongoing research and development efforts, and the commitment of significant resources to support the extensive invention, design, engineering, testing, prototyping, and intellectual property initiatives carried-out by its contract engineers, scientists, and consultants. As such, the Company's activities are subject to significant risks and uncertainties, including failing to secure additional funding to operationalize the Company's technology before another company develops similar technology and products.
Recent Accounting Pronouncements
In February 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-02, "Amendments to the Consolidation Analysis", which amends the consolidation requirements in ASC 810 and significantly changes the consolidation analysis required under U.S. GAAP relating to whether or not to consolidate certain legal entities. Early adoption is permitted. The Company's effective date for adoption is January 1, 2016. The Company does not expect this accounting update to have a material effect on its consolidated financial statements in future periods, although that could change.
In January 2015, the FASB issued ASU 2015-01, "Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items", which eliminates the concept from U.S. GAAP the concept of an extraordinary item. Under the ASU, an entity will no longer (1) segregate an extraordinary item from the results of ordinary operations; (2) separately present an extraordinary item on its income statement, net of tax, after income from continuing operations; or (3) disclose income taxes and earnings-per-share data applicable to an extraordinary item. Early adoption is permitted. The Company's effective date for adoption is January 1, 2016. The Company does not expect this accounting update to have a material effect on its consolidated financial statements in future periods, although that could change.
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205 40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which is intended to define management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. Specifically, ASU 2014-15 provides a definition of the term substantial doubt and requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). It also requires certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans and requires an express statement and other disclosures when substantial doubt is not alleviated. The new standard will be effective for reporting periods beginning after December 15, 2016, with early adoption permitted. Management does not expect the adoption of ASU 2014-15 to have a material impact on our financial statements and disclosures.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes most existing revenue recognition guidance under US 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 to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company does not expect this accounting update to have a material effect on its consolidated financial statements in future periods.
The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company's previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit further discussion. The Company believes that none of the new standards will have a significant impact on the financial statements.
Going Concern
The Company does not have any commercialized products and has not generated any revenue since inception. The Company has an accumulated deficit of $30,362,963 as of November 30, 2015, and does not have positive cash flows from operating activities. The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates continuation of the Company as a going concern, which is dependent upon the Company's ability to establish itself as a profitable business.
In its report with respect to the Company's financial statements for the year ended August 31, 2015, the Company's independent auditors expressed substantial doubt about the Company's ability to continue as a going concern. Because the Company has not yet generated revenues from its operations and does not expect to do so in the near future, its ability to continue as a going concern is wholly dependent upon its ability to obtain additional financing. Currently, the Company is seeking additional financing but has no commitments to obtain any such financing, and there can be no assurance that financing will be available in amounts or on terms acceptable to the Company, if at all.
As of November 30, 2015, the Company had cash of $169,057 and commitments for an additional loan of $150,000. Based upon its current and near term anticipated level of operations and expenditures, the Company believes that cash on hand should be sufficient to enable it to continue operations through January 2016.
If adequate funds are not available on reasonable terms, or at all, it would result in a material adverse effect on the Company's business, operating results, financial condition and prospects. In particular, the Company may be required to delay, reduce the scope of or terminate its research programs, sell rights to its SolarWindow™ technology and/or MotionPowerTM technology or other technologies or products based upon such technologies, or license the rights to such technologies or products on terms that are less favorable to the Company than might otherwise be available.
In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. These consolidated financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements.
NOTE 2 - Debt
December 7, 2015, $550,000 Bridge Loan
On December 7, 2015, the Company entered into a Bridge Loan Agreement (the "December 2015 Loan Agreement") with Kalen Capital Corporation (the "Investor"), a private corporation owning in excess of 10% of the Company's issued and outstanding shares of common stock. Pursuant to the December 2015 Loan Agreement, the Company may borrow up to $550,000; of which $400,005 was advanced on October 7, 2015 (the "October 2015 Loan Advance") and $150,000 on December 22, 2015 (the "December 2015 Loan Advance") (collectively, the "December 2015 Loan"). Following the occurrence of an event of default, as further specified in the December 2015 Loan Agreement; the annual interest rate would increase to 18%. The December 2015 Loan was evidenced by a promissory note with an annual interest rate of 10%, compounded quarterly, and a maturity date of the earlier of: (a) the closing of any equity financing by the Company in excess of $3,000,000, or (b) September 1, 2016. The December 2015 Loan is convertible at any time into shares of common stock at a conversion price equal to 85% of the thirty (30) day volume weighted average price of the Company's common stock. Also, as a condition to the Investor's entry into the December 2015 Loan Agreement, the Company issued the Investor a Series M Stock Purchase Warrant to purchase up to 275,000 shares of the Company's common stock for a period of five (5) years, with an exercise price of $2.34; the Series M Warrant contains a provision allowing the Investor to exercise the Series M Warrant on a cashless basis as further set forth therein.
The Company first allocated October 2015 Loan Advance principal between the October 2015 Loan Advance and the Series M Warrants based upon their relative fair values. The estimated fair value of the Series M Warrants was calculated using the Black-Scholes option pricing model and the following assumptions: market price of common stock - $3.01 per share; estimated volatility - 79%; 5-year risk free interest rate - 1.67%; expected dividend rate - 0% and expected life - 5 years. This resulted in allocating $234,360 to the Series M Warrants and $165,640 to the October 2015 Loan Advance. Next, the intrinsic value of the beneficial conversion feature was computed as the difference between the fair value of the common stock issuable upon conversion of the October 2015 Loan Advance and the total price to convert based on the effective conversion price. The calculated intrinsic value was $348,890. As this amount resulted in a total debt discount that exceeds the October 2015 Loan Advance proceeds, the amount recorded for the beneficial conversion feature was limited to principal amount of the October 2015 Loan Advance. The resulting $400,005 discount is being accreted over the 9 month term of the October 2015 Loan Advance.
March 4, 2015, $600,000 Bridge Loan
On March 4, 2015, the Company entered into a Bridge Loan Agreement (the "Bridge Loan Agreement") with 1420468 Alberta Ltd. (the "Creditor") pursuant to which the Company borrowed $600,000 at an annual interest rate of 7% (the "March 2015 Loan"), compounded quarterly; following the occurrence of an event of default, as further specified in the Bridge Loan Agreement, the annual interest rate would increase to 15%. The March 2015 Loan was evidenced by a promissory note with a maturity date of the earlier of: (a) the closing of any equity financing by the Company in excess of $600,000, or (b) September 4, 2015. As a condition to the Creditor's entry into the Bridge Loan Agreement, the Company issued the Creditor a Series L Stock Purchase Warrant to purchase up to 500,000 shares of the Company's common stock, which are exercisable from September 5, 2015 through March 4, 2020, with an exercise price of $1.20; the Series L Warrant contains a provision allowing the Creditor to exercise the Series L Warrant on a cashless basis as further set forth therein.
The fair value of the Series L Warrant was $1.198 per share and was calculated using the Black-Scholes option pricing model with the following assumptions: market price of common stock - $1.78 per share; estimated volatility - 76%; risk free interest rate - 1.55%; expected dividend rate - 0% and expected life - 4.5 years. This resulted in allocating $299,750 to the Series L Warrant and $300,250 to the March 2015 Loan. As a result, on March 4, 2015, the Company recorded a debt discount of $299,750 which is being accreted over the term of the March 2015 Loan.
On December 7, 2015, the maturity date of the March 2015 Loan was extended to December 31, 2016. As consideration the Company issued the Creditor a Series M Stock Purchase Warrant to purchase up to 100,000 shares of the Company's common stock through December 7, 2020, at an exercise price of $2.34 per share; the Series M Warrant contains a provision allowing the Creditor to exercise the Series M Warrant on a cashless basis as further set forth therein. The Company also agreed to extend the expiration date of the Series L Warrant to December 7, 2020.
Interest expense and accretion of the debt discount related to the March 2015 Loan amounted to $10,835 and $6,516, respectively, during the three months ended November 30, 2015.
Convertible Promissory Note
On October 7, 2013 (the "Closing Date"), the Company entered into a Bridge Loan Agreement (the "2013 Loan Agreement") with the Investor. Pursuant to the 2013 Loan Agreement, the Company received proceeds of $3,000,000 and issued a 7% unsecured Convertible Promissory Note (the "2013 Note") due on October 6, 2014, with interest compounded quarterly and issued a Series I Stock Purchase Warrant (the "Series I Warrant") for the purchase up to 921,875 shares of the Company's common stock at an initial exercise price of $1.37 for a period of five (5) years. The Series I Warrant is exercisable on a "cashless basis" and was unexercised as of November 30, 2015. According to the original terms of the 2013 Loan Agreement, the Investor may have elected, in its sole discretion, to convert all or any portion of the outstanding principal amount of the 2013 Note, and any or all accrued and unpaid interest thereon into units, with each unit consisting of (a) one share of common stock; (b) one Series J Stock Purchase Warrant for the purchase of one share of common stock (the "Series J Warrant"); and (c) one Series K Stock Purchase Warrant for the purchase of one share of common stock (the "Series K Warrant").
On November 10, 2014, the Company entered into an Amended Bridge Loan Agreement (the "2015 Loan Agreement") with Investor pursuant to which the Company and Investor amended the 2013 Loan Agreement by amending the 2013 Note to extend the maturity date to December 31, 2015 (the "Amended Note"). According to the terms of the 2015 Loan Agreement, the Investor may elect, in its sole discretion, to convert all or any portion of the outstanding principal amount of the Amended Note, and any or all accrued and unpaid interest thereon into units of the Company's equity securities (collectively, the "Units"), with each Unit consisting of (a) one share of common stock; and (b) one Series L Stock Purchase Warrant for the purchase of one share of common stock. The conversion price for each Unit is the lesser of (i) $1.37; or (ii) 70% of the 20 day average closing price of the Company's common stock prior to conversion, subject to a floor of $1.00 with the exercise price of each Series L Warrant included in the Units issued upon conversion being equal to sixty percent (60%) of the 20 day average closing price of the Company's common stock prior to conversion. The Series L Warrant will be exercisable for a period of five years from the date of issuance and will be exercisable on a cashless basis.
In order to induce Investor to enter into the 2015 Loan Agreement and extend the maturity date of the 2013 Note, the Company issued a Series J Warrant to purchase 3,110,378 shares of its common stock at an exercise price of $1.12 and a Series K Warrant to purchase 3,110,378 shares of its common stock at an exercise price of $1.20. Each of the Series J Warrant and Series K Warrant is exercisable through November 9, 2019 and contains a provision allowing the Investor to exercise the warrant on a cashless basis as further set forth therein.
For accounting purposes, the modification to the 2013 Loan Agreement did not result in a gain or loss, as an extinguishment under accounting principles generally accepted in the United States, due to the related party nature of the transaction. As described above, the 2015 Loan Agreement resulted in the issuance of a Series J Warrant and a Series K Warrant. Prior to the 2015 Loan Agreement, the Series J and Series K Warrants were to be issued to the Investor only upon the Investor's election to convert the 2013 Note (according to the original terms of the 2013 note). Also as a result of the 2015 Loan Agreement, the principal amount of the Amended Note and accrued interest thereon is convertible into Units. As such, the fair value of the Series L Warrant, representing the value exchanged for the modification of the conversion option associated with the 2013 Loan Agreement, was recognized as a discount to the Amended Note with a corresponding increase in additional paid-in capital. The fair value of the Series L Warrant was $1.16 per share. The fair value of the Series L Warrant was calculated using the Black-Scholes option pricing model and the following assumptions: market price of common stock - $1.28 per share; estimated volatility - 138%; risk free interest rate - 1.57%; expected dividend rate - 0% and expected life - 5 years. Based on the terms of the Amended Note, 3,142,359 warrants were issuable on November 10, 2014 with a fair value of $3,645,137 (3,142,359 Warrants x $1.16 per share). The debt discount is limited to the face value of the Amended Note. As a result, on November 10, 2014, the Company recorded a debt discount of $3,000,000 which is being accreted over the term of the Amended Note using the effective interest method.
Interest expense related to the 2013 Loan Agreement as amended amounted to $59,732 and $55,727 during the three months ended November 30, 2015 and 2014, respectively.
During the three months ended November 30, 2015 and 2014, the Company recognized $656,250 and $2,457,910, respectively, of accretion of debt discount. The 2014 expense of $2,457,910 includes $2,313,680 of accretion related to the debt discount originally recorded on the 2013 Note and $144,230 related to the Series L Warrant issuable pursuant to the 2015 Loan Agreement. The remaining debt discount related to the Series L Warrants and totaling $223,558 will be amortized during the quarter ended February 29, 2016.
NOTE 3 - Common Stock and Warrants
At November 30, 2015, the Company had 300,000,000 authorized shares of common stock with a par value of $0.001 per share, 26,572,615 shares of common stock outstanding and 3,332,498 shares reserved for issuance under the Company's 2006 Long-Term Incentive Plan (the "2006 Plan") as adopted and approved by the Company's Board of Directors (the "Board") on October 10, 2006 that provides for the grant of stock options to employees, directors, officers and consultants (See "NOTE 4 - Stock Options").
During the year ended August 31, 2015, the Company had the following common stock related transactions:
| · | issued 454,787 shares of common stock upon the cashless exercise of 625,000 Series G Warrants. |
| | |
| · | issued 1,751,216 shares of common stock as a result of the exercise of Series H Warrants for which the Company received $1,453,514. |
| | |
| · | issued 20,000 shares of common stock on January 26, 2015 to each of the Company's three directors pursuant to the 2006 Plan (60,000 shares total) valued at $1.40 per share, the closing price of the Company's common stock on the day the stock was granted (See "NOTE 6 - Related Party Transactions" below for additional information). |
Warrants
Each of the Company's warrants outstanding entitles the holder to purchase one share of the Company's common stock for each warrant share held. A summary of the Company's warrants outstanding and exercisable as of November 30, 2015 and August 31, 2015 is as follows:
| | Shares of Common Stock Issuable from Warrants Outstanding as of | | | | | | |
Description | | November 30, 2015 | | | August 31, 2015 | | | Exercise Price | | | Expiration |
Series G | | | - | | | | - | | | $ | 0.64 | | | April 17, 2015 |
Series H | | | 3,906 | | | | 3,906 | | | $ | 0.83 | | | February 1, 2016 |
Series I | | | 921,875 | | | | 921,875 | | | $ | 1.37 | | | October 7, 2018 |
Series J | | | 3,110,378 | | | | 3,110,378 | | | $ | 1.12 | | | November 9, 2019 |
Series K | | | 3,110,378 | | | | 3,110,378 | | | $ | 1.20 | | | November 9, 2019 |
Series L | | | 500,000 | | | | 500,000 | | | $ | 1.20 | | | March 4, 2020 |
Total | | | 7,646,537 | | | | 7,646,537 | | | | | | | |
The Series G Warrant was issued on April 17, 2012, as a condition to the Investor entering into a $1 million loan agreement during 2012 (the "2012 Loan"). On April 10, 2015, the Company issued 454,787 net shares pursuant to the cashless exercise of 625,000 Series G Warrants. The Company did not receive any funds from this exercise. A Series H Warrant to purchase 825,435 shares was issued in connection with the 2012 Loan conversion. Series H Warrants to purchase 937,499 shares were issued on February 1, 2013, in connection with the self-directed registered offering of 1,875,000 units. During the year ended August 31, 2013, two holders of Series H warrants exercised 7,812 warrants. The Series I Warrant was issued on October 7, 2013, in connection with the 2013 Loan Agreement. The Series J Warrant and Series K Warrant were issued on November 10, 2014 as a condition to the Investor entering into the 2015 Loan Agreement. In addition, there are a total of approximately 2,541,853 Series L Warrants issuable pursuant to the March 2015 Loan as described above under "NOTE 2 - Debt."
No warrants were issued, exercised or canceled during the three months ended November 30, 2015. During the year ended August 31, 2015, the Company received $1,453,514 upon the exercise of Series H Warrants for 1,751,216 shares.
NOTE 4 - Stock Options
Stock option grants pursuant to the 2006 Plan vest either immediately or over one to five years and expire ten years after the date of grant. Stockholders previously approved 5,000,000 shares for grant under the 2006 Plan, of which 3,332,498 remain available for grant and 326,667 were issued pursuant to the exercise of vested options as of November 30, 2015. All shares approved for grant and subsequently forfeited are available for future grant. The Company does not repurchase shares to fulfill the requirements of options that are exercised. The Company issues new shares when options are exercised.
The Company employs the following key weighted-average assumptions in determining the fair value of stock options, using the Black-Scholes option pricing model and the simplified method to estimate the expected term of "plain vanilla" options:
| | Year Ended | |
| | August 31, 2015 | |
Expected dividend yield | | | - | |
Expected stock price volatility | | | 137.5 | % |
Risk-free interest rate | | | 1.90 | % |
Expected term (in years) | | | 7.67 | |
Exercise price | | $ | 1.40 | |
Weighted-average grant date fair-value | | $ | 1.33 | |
A summary of the Company's stock option activity for the three months ended November 30, 2015 and 2014 and related information follows:
| | Number of Shares Subject to Option Grants | | | Weighted Average Exercise Price ($) | | | Weighted Average Remaining Contractual Term | | Aggregate Intrinsic Value ($) | |
Outstanding at August 31, 2014 | | | 1,325,837 | | | | 2.68 | | | | | | |
Grants | | | 15,000 | | | | 1.40 | | | | | | |
Forfeitures | | | (73,335 | ) | | | 2.46 | | | | | | |
Outstanding at August 31, 2015 | | | 1,267,502 | | | | 2.68 | | | | | | |
Forfeitures | | | (16,667 | ) | | | 5.94 | | | | | | |
Outstanding at November 30, 2015 | | | 1,250,835 | | | | 2.63 | | | 7.21 years | | $ | 651,292 | |
Exercisable at November 30, 2015 | | | 693,335 | | | | 2.43 | | | 6.44 years | | $ | 556,417 | |
Available for grant at November 30, 2015 | | | 3,332,498 | | | | | | | | | | | |
The aggregate intrinsic value in the table above represents the total pretax intrinsic value for all "in-the-money" options (i.e. the difference between the Company's closing stock price on the last trading day of the period covered by this report and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all in-the-money option holders exercised their vested options on November 30, 2015. The intrinsic value of the option changes based upon the fair market value of the Company's common stock. Since the closing stock price was $3.05 on November 30, 2015 and 1,200,834 outstanding options have an exercise price below $3.05 per share, as of November 30, 2015, there is intrinsic value to the Company's outstanding, in-the-money stock options.
The following table sets forth the share-based compensation cost resulting from stock option grants, including those previously granted and vesting over time, that were recorded in the Company's Consolidated Statements of Operations for the three months ended November 30, 2015 and 2014:
| | Three Months Ended November 30, | |
| | 2015 | | | 2014 | |
Stock Compensation Expense: | | | | | | |
Selling general and administrative expense | | $ | 61,556 | | | $ | 154,133 | |
R&D expense | | $ | 1,658 | | | $ | 3,513 | |
As of November 30, 2015, the Company had $219,665 of unrecognized compensation cost related to unvested stock options which is expected to be recognized over a period of 2.25 years.
The following table summarizes information about stock options outstanding and exercisable at November 30, 2015:
| | | Stock Options Outstanding | | | Stock Options Exercisable | |
Range of Exercise Prices | | | Number of Shares Subject to Outstanding Options | | | Weighted Average Contractual Life (years) | | | Weighted Average Exercise Price | | | Number of Shares Subject To Options Exercise | | | Weighted Average Remaining Contractual Life (Years) | | | Weighted Average Exercise Price | |
$0.80 | | | | 15,000 | | | | 7.06 | | | $ | 0.80 | | | | 15,000 | | | | 7.06 | | | $ | 0.80 | |
1.40 | | | | 15,000 | | | | 9.05 | | | | 1.40 | | | | 7,500 | | | | 9.05 | | | | 1.40 | |
1.65 | | | | 320,000 | | | | 3.98 | | | | 1.65 | | | | 320,000 | | | | 5.77 | | | | 1.65 | |
2.30 | | | | 2,500 | | | | 6.41 | | | | 2.30 | | | | 2,500 | | | | 6.41 | | | | 2.30 | |
2.50 | | | | 10,000 | | | | 5.35 | | | | 2.50 | | | | 10,000 | | | | 5.35 | | | | 2.50 | |
2.55 | | | | 33,334 | | | | 2.78 | | | | 2.55 | | | | 33,334 | | | | 2.78 | | | | 2.55 | |
2.90 | | | | 805,000 | | | | 8.16 | | | | 2.90 | | | | 255,000 | | | | 8.14 | | | | 2.90 | |
4.98 | | | | 16,667 | | | | 2.28 | | | | 4.98 | | | | 16,667 | | | | 2.28 | | | | 4.98 | |
5.94 | | | | 33,334 | | | | 5.07 | | | | 5.94 | | | | 33,334 | | | | 5.07 | | | | 5.94 | |
Total | | | | 1,250,835 | | | | 7.21 | | | $ | 2.63 | | | | 693,335 | | | | 6.44 | | | $ | 2.43 | |
NOTE 5 - Net Loss Per Share
During the three months ended November 30, 2015 and 2014, the Company recorded a net loss. Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The Company has not included the effects of warrants, stock options and convertible debt on net loss per share because to do so would be antidilutive.
Following is the computation of basic and diluted net loss per share for the three months ended November 30, 2015 and 2014:
| | Three Months Ended | |
| | November 30, | |
| | 2015 | | | 2014 | |
Basic and Diluted EPS Computation | | | | | | |
Numerator: | | | | | | |
Loss available to common stockholders' | | $ | (1,323,949 | ) | | $ | (3,259,249 | ) |
Denominator: | | | | | | | | |
Weighted average number of common shares outstanding | | | 26,572,615 | | | | 24,308,495 | |
Basic and diluted EPS | | $ | (0.05 | ) | | $ | (0.13 | ) |
| | | | | | | | |
The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: | | | | | | | | |
| | | | | | | | |
Convertible debt | | | 2,541,853 | | | | 3,248,878 | |
Warrants issuable upon conversion of debt (See "NOTE 2 - Convertible Promissory Note" above) | | | 2,541,853 | | | | 3,248,878 | |
Warrants | | | 7,646,537 | | | | 9,518,851 | |
Stock options | | | 1,250,835 | | | | 1,314,170 | |
Total shares not included in the computation of diluted losses per share | | | 13,981,078 | | | | 17,330,777 | |
NOTE 6 - Related Party Transactions
A related party with respect to the Company is generally defined as any person (i) (and, if a natural person, inclusive of his or her immediate family) that holds 10% or more of the Company's securities, (ii) that is part of the Company's management, (iii) that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
The Company grants stock options and common stock for services rendered by certain individuals, including the Company's non-employee directors and sole officer, Mr. Conklin. During the three months ended November 30, 2015 and 2014, the Company recognized net compensation expense related to stock options issued to our non-employee directors and executive of $63,214 and $152,083, respectively.
The law firm of Sierchio & Partners, LLP (formerly Sierchio & Company, LLP), of which Joseph Sierchio, one of the Company's directors, is a principal, has provided counsel to the Company since its inception. During the three months ended November 30, 2015 and 2014, the law firm of Sierchio & Partners, LLP provided $46,965 and $48,910, respectively, of legal services. At November 30, 2015, the Company owed Sierchio & Partners, LLP $15,000 which is included in accounts payable.
On October 7, 2013, the Company entered into the 2013 Loan Agreement with Investor and on November 10, 2014, the Company and Investor entered into the 2015 Loan Agreement resulting in the extension of the 2013 Note's maturity date to December 31, 2015 and the issuance of a Series J Warrant to purchase 3,110,378 shares of our common stock and a Series K Warrant to purchase 3,110,378 shares of our common stock. For more information, see "NOTE 2 - Debt" above.
On December 7, 2015, the Company entered into a Bridge Loan Agreement with the Investor pursuant to which the Company may borrow up to $550,000; of which $400,000 was advanced on October 7, 2015. As a condition to the Investor's entry into the December 2015 Loan Agreement, the Company issued the Investor a Series M Stock Purchase Warrant to purchase up to 275,000 shares of the Company's common stock for a period of five (5) years, with an exercise price of $2.34. For more information, see "NOTE 2 - Debt" above.
During 2015, the Company received $765,156 upon the Investor's exercise of 921,875 Series H Warrants, for an equal number of shares, originally issued on February 1, 2013 pursuant to the Company's $1.2 million self-directed financing.
All related party transactions are recorded at the exchange amount established and agreed to between related parties and are in the normal course of business.
NOTE 7 - Subsequent Events
Management has reviewed material events subsequent of the quarterly period ended November 30, 2015 and prior to the filing of financial statements in accordance with FASB ASC 855 "Subsequent Events".
December 7, 2015, $550,000 Bridge Loan
On December 7, 2015, the Company entered into a Bridge Loan Agreement with the Investor pursuant to which the Company may borrow up to $550,000; of which $400,005 was advanced to the Company on October 7, 2015, and the remaining $150,000 was forwarded to the Company on December 22, 2015; see "Note 2 - Debt" above for additional information.
March 2015 $600,000 Loan Amendment and Related Warrant Transactions
On December 7, 2015, the maturity date of the March 2015 Loan was extended to December 31, 2016. As consideration the Company issued the Creditor a Series M Stock Purchase Warrant to purchase up to 100,000 shares of the Company's common stock through December 7, 2020, at an exercise price of $2.34 per share; the Series M Warrant contains a provision allowing the Creditor to exercise the Series M Warrant on a cashless basis as further set forth therein.
The fair value of the Series M Warrant was $2.058 and was calculated using the Black-Scholes option pricing model and the following assumptions: exercise price - $2.34; market price of common stock - $3.01 per share; estimated volatility - 79%; risk free interest rate - 1.67%; expected dividend rate - 0% and expected life - 5 years. The Company recorded $205,800 as a debt discount related to the 100,000 Series M Warrants and will amortize through December 31, 2016.
Additionally, the expiration date of the currently outstanding Series L Warrant allowing the Creditor to purchase up to 500,000 shares of common stock was extended from March 4, 2020 to December 7, 2020. The difference in fair value of the Series L Warrant as a result of the extension of the expiration date was $33,000 and was calculated using the Black-Scholes option pricing model and the following assumptions: exercise price - $1.2; market price of common stock - $3.01 per share; estimated volatility - 79%; risk free interest rate - 1.67%; expected dividend rate - 0% and expected life - 5 years for the new warrant and 4.24 years for the original warrant. The Company recorded $33,000 as a debt discount related to the 500,000 Series L Warrant expiration date extension and will amortize through December 31, 2016.
2015 Loan Agreement
On December 31, 2015, the Company entered into a Second Amended Bridge Loan Agreement (the "2015 Second Amended Loan Agreement") with Investor pursuant to which the Company and Investor amended the 2015 Loan Agreement by amending the 2013 Note to extend the maturity date to December 31, 2017 (the "Second Amended Note").
In order to induce Investor to enter into the 2015 Second Amended Loan Agreement and extend the maturity date of the 2013 Note, the Company issued a Series N Warrant to purchase 767,000 shares of its common stock at an exercise price of $3.38. The Series N Warrant is exercisable through December 31, 2020 and contains a provision allowing the Investor to exercise the warrant on a cashless basis as further set forth therein.
Additionally, as consideration for Investor agreeing to extend the 2013 Note maturity date to December 31, 2017, the Company extended the maturity date of all of Investor's existing warrants, including the following:
| · | Series I Warrant to purchase 921,875 shares of common stock; maturity date extended from October 6, 2018 to December 31, 2020; |
| | |
| · | Series J Warrant to purchase 3,110,378 shares of common stock; maturity date extended from November 9, 2019 to December 31, 2020; |
| | |
| · | Series K Warrant to purchase 3,110,378 shares of common stock; maturity date extended from November 9, 2019 to December 31, 2020; and |
| | |
| · | Series M Warrant to purchase 275,000 shares of common stock; maturity date extended from December 7, 2020 to December 31, 2020. |
Exercise of Stock Purchase Options
On December 17, 2015, John Conklin, the Company's President & CEO, exercised 400,000 stock purchase options on a cashless basis resulting in the issuance of 195,139 shares of common stock.
On December 18, 2015, Joseph Sierchio, a director, exercised 86,670 stock purchase options on a cashless basis resulting in the issuance of 47,567 shares of common stock.
On December 18, 2015, Alastair Livesey, a director, exercised 70,000 stock purchase options on a cashless basis resulting in the issuance of 39,400 shares of common stock.
Modification #7 to the Cooperative Research and Development Agreement with
On December 28, 2015, the Company entered into Modification #7 to the Cooperative Research and Development Agreement ("Modification #7") with the Alliance for Sustainable Energy, LLC, operator of The National Renewable Energy Laboratory ("NREL") under its U.S. Department of Energy contract, previously entered into between the Company and NREL. The purpose of Modification #7 is to extend the date pursuant to which NREL's researchers will make use of the Company's exclusive intellectual property and NREL's background intellectual property in order to work towards specific product development goals. Specifically, the Company is preparing to commercialize the company's OPV-based SolarWindow™ transparent electricity-generating coatings for building-integrated photovoltaic (BIPV), and glass and flexible substrate applications. Under this Modification #7, the Company and NREL will work jointly towards achieving specific commercialization goals and objectives.
Director Stock Awards
On January 5, 2016, the Company compensated its directors by issuing 30,000 shares of common stock to each of its three directors for a total issuance of 90,000 shares. The closing price of our stock on the issuance date was $3.75 resulting in expense of $337,500. As part of the issuance, each of the directors entered into a lock-up agreement restricting the sale of 75% of the issued shares for a period of one year.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This Report on Form 10-Q contains forward-looking statements which involve assumptions and describe our future plans, strategies, and expectations, and are generally identifiable by use of words such as "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," or "project," or the negative of these words or other variations on these words or comparable terminology. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished.
Such forward-looking statements include statements regarding, among other things, (a) the potential markets for our technologies, our potential profitability, and cash flows, (b) our growth strategies, (c) expectations from our ongoing research and development activities, (d) anticipated trends in the technology industry, (e) our future financing plans, and (f) our anticipated needs for working capital. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under "Management's Discussion and Analysis of Financial Condition and Results of Operations" as well as in this Form 10-Q generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the matters described in this Form 10-Q generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. In addition to the information expressly required to be included in this filing, we will provide such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading.
Although forward-looking statements in this report reflect the good faith judgment of our management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the Securities and Exchange Commission which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect our actual results may vary materially from those expected or projected.
Except where the context otherwise requires and for purposes of this Form 10-Q only, "we," "us," "our," "Company," "our Company," and "SolarWindow" refer to SolarWindow Technologies, Inc., a Nevada corporation, and its consolidated subsidiaries.
Overview
We are a pre-revenue company developing our proprietary SolarWindow™ technology as the world's first-of-their-kind systems able to generate electricity on glass windows and flexible plastic while remaining see-through. Our SolarWindow™ technology provides the ability to harvest light energy from the sun and artificial sources and generate electricity from a see-through, semi-transparent, coating of OPV solar cells applied to glass and plastics.
We do not currently have any commercial products and there is no assurance that we will successfully be able to design, develop, manufacture, or sell any commercial products in the future.
Our product development programs involve ongoing research and development ("R&D") and product development efforts, and the commitment of significant resources to support the extensive invention, design, engineering, testing, prototyping, and intellectual property initiatives carried-out by our contract engineers, scientists, and consultants.
Ultimately, we plan to market any SolarWindow™ technology products through co-marketing, co-promotion, licensing and distribution arrangements with third party collaborators. We believe that this approach could provide immediate access to pre-existing distribution channels, therefore potentially increasing market penetration and commercial acceptance of our products and enabling us to avoid expending significant funds for development of a large sales and marketing organization.
We cannot accurately predict the amount of funding or the time required to successfully commercialize our SolarWindow™ technology. The actual cost and time required to commercialize our SolarWindow™ technology may vary significantly depending on, among other things, the results of our R&D efforts, the cost of developing, acquiring, or licensing various enabling technologies, changes in the focus and direction of our R&D programs, competitive and technological advances, the cost of filing, prosecuting, defending and enforcing claims with respect to patents, the regulatory approval process and manufacturing, marketing and other costs associated with commercialization of these technologies. Because of this uncertainty, even if financing is available to us, we may secure insufficient funding to effectuate our business plan.
As of November 30, 2015, we had negative working capital of $3,759,115, cash of $169,057 and commitments for an additional loan of $150,000. Based upon current and near term anticipated level of operations and expenditures, we believe that cash on hand should be sufficient to enable us to continue operations through January 2016. Management recognizes that in order for us to meet our capital requirements, and continue to operate, additional financing will be necessary. We expect to raise additional funds through private or public equity investment in order to expand the range and scope of its business operations. We will seek access to private or public equity but there is no assurance that such additional funds will be available for us to finance our operations on acceptable terms, if at all. If we are unable to raise additional capital or generate positive cash flow, it is unlikely that we will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Research and Related Agreements
We are a party to certain agreements related to the development of our SolarWindow™ technology.
Stevenson-Wydler Cooperative Research and Development Agreement with the Alliance for Sustainable Energy
In efforts to advance the commercial development of the SolarWindow™ technology, on March 18, 2011, we entered into a CRADA with Alliance for Sustainable Energy, LLC ("Alliance"), the operator of NREL under its U.S. Department of Energy contract. Under terms of the CRADA, NREL researchers will make use of our exclusive intellectual property ("IP"), newly developed IP, and NREL's background IP in order to work towards specific product development goals. Under the terms of the CRADA, we agreed to reimburse Alliance for filing fees associated with all documented, out-of-pocket costs directly related to patent application preparation and filings, and maintenance of the patent applications.
On January 16, 2013, we entered into a modification to the CRADA for the purpose of extending the date pursuant to which NREL's researchers will make use of our exclusive IP and NREL's background IP. As part of the extension, we advanced $150,000 to Alliance as a retainer, which will be used once the development goals are met. Until such time, however, Alliance bills us monthly for R&D related costs as they are incurred.
On March 6, 2013, we entered into Phase II of our CRADA with Alliance. Under the terms of the agreement, researchers will additionally work towards:
| · | further improving SolarWindow™ technology efficiency and transparency; |
| | |
| · | optimizing electrical power (current and voltage) output; |
| | |
| · | optimizing the application of the active layer coatings which make it possible for SolarWindow™ coatings to generate electricity on glass surfaces; |
| | |
| · | developing improved electricity-generating coatings by enhancing performance, processing, reliability, and durability; |
| | |
| · | optimizing SolarWindow™ coating performance on flexible substrates; and |
| | |
| · | developing high speed and large area roll-to-roll (R2R) and sheet-to-sheet (S2S) coating methods required for commercial-scale building integrated photovoltaic ("BIPV") products and windows. |
Results of Operations
Three Months Ended November 30, 2015 Compared with the Three Months Ended November 30, 2014
Operating Expenses
A summary of our operating expense for the three months ended November 30, 2015 and 2014 follows:
| | Three months ended November 30, | | | Increase/ | | | Percentage | |
| | 2015 | | | 2014 | | | (Decrease) | | | Change | |
Operating expense | | | | | | | | | | | | |
Selling, general and administrative | | $ | 380,138 | | | $ | 408,645 | | | $ | (28,507 | ) | | | -7 | |
Research and development | | | 147,265 | | | | 179,321 | | | | (32,057 | ) | | | -18 | |
Stock compensation | | | 63,214 | | | | 157,646 | | | | (94,432 | ) | | | -60 | |
Total operating expense | | $ | 590,616 | | | $ | 745,612 | | | $ | (154,996 | ) | | | -21 | |
Selling, General and Administrative
Selling, general and administrative costs include all expenditures incurred other than research and development related costs, including costs related to personnel, professional fees, travel and entertainment, public company costs, insurance and other office related costs. During the three months ended November 30, 2015, we experienced a decrease in professional fees and investor communications related fees offset by increases in travel and general costs.
Research and Development
Research and development ("R&D") costs represent costs incurred to develop our SolarWindow™ technology and are incurred pursuant to our research agreements and agreements with other third party providers and certain internal R&D cost allocations. Payments under these agreements include salaries and benefits for R&D personnel, allocated overhead, contract services and other costs. R&D costs are expensed when incurred, except for non-refundable advance payments for future research and development activities which are capitalized and recognized as expense as the related services are performed. R&D costs decreased during the three months ended November 30, 2015 as a result of slightly more R&D related activity in the prior year.
Stock Compensation
Expense associated with equity based transactions is calculated and expensed in our financial statements as required pursuant to various accounting rules and is non-cash in nature. Stock compensation represents the expense associated with the amortization of our stock options, issuance of common stock and issuance of warrants to purchase our common stock. Stock compensation expense decreased during the three months ended November 30, 2015 compared to the same period last year due to the lack of stock option grants and stock issuances in the current period in addition to the decay of option related compensation expense associated with grants made in prior periods.
Other Income (Expense)
A summary of our other income (expense) for the three months ended November 30, 2015 and 2014 follows:
| | Three Months Ended November 30, | | | | |
| | 2015 | | | 2014 | | | Change | |
Other income (expense) | | | | | | | | | |
Interest expense | | $ | (70,567 | ) | | $ | (55,727 | ) | | $ | 14,840 | |
Accretion of debt discount | | | (662,766 | ) | | | (2,457,910 | ) | | $ | (1,795,144 | ) |
Total other income (expense) | | $ | (733,333 | ) | | $ | (2,513,637 | ) | | $ | (1,780,304 | ) |
"Interest expense" relates to the stated interest of our convertible promissory notes and bridge note. "Accretion of debt discount" represents the accretion of the discount applied to our notes as a result of the issuance of detachable warrants and the beneficial conversion feature contained in our notes. The amounts under each column relate to the 2013 Note and amendment thereto and to a lesser extent to the Series L Warrants issued in connection with the $600,000 bridge loan financing on March 4, 2015. See "NOTE 2 - Debt" to our Consolidated Financial Statements contained in this Form 10-Q.
Liquidity and Capital Resources
We have an accumulated deficit of $30,362,963 through November 30, 2015. Included in the deficit are non-cash expenses totaling $11,627,972 relating to the issuance of stock for services, compensatory stock options, warrants granted for value and accretion of debt discount. Due to the "start-up" nature of our business, we expect to incur losses as we continue development of our technologies.
These conditions raise substantial doubt about our ability to continue as a going concern. Management recognizes that in order for us to meet our capital requirements, and continue to operate, additional financing will be necessary. We expect to raise additional funds through private or public equity investment in order to maintain and/or expand the range and scope of our business operations; however, there is no assurance that such additional funds will be available for us on acceptable terms, if at all. If we are unable to raise additional capital when needed or generate positive cash flow, it is unlikely that we will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Our principal source of liquidity is cash in the bank. At November 30, 2015, we had a cash and cash equivalent balance of $169,057 and a commitment to borrow up to $150,000 which was funded on December 22, 2015. We have financed our operations primarily from the sale of equity and debt securities.
Net cash used in operating activities was $457,113 for the three months ended November 30, 2015, compared to net cash used in operating activities of $518,305 for the three months ended November 30, 2014. The decrease in cash used in operating activities of $61,192 substantially reflects decreases in amounts paid for general, administrative and research and development expenses.
Net cash used in investing activities was $2,300 for the three months ended November 30, 2015, compared to net cash used in investing activities of $14,208 for the three months ended November 30, 2014. Cash used in investing activities substantially reflects amounts paid for office equipment.
Net cash provided by financing activities was $400,005 for the three months ended November 30, 2015, compared to $3,242 for the three months ended November 30, 2014. Cash provided by financing activities during the three months ended November 30, 2015 was from the receipt of a bridge loan whereas cash provided by financing activities during the three months ended November 30, 2014 was from the exercise of Series H Stock Purchase Warrants.
Other Contractual Obligations
In addition to our contractual obligations under the research agreements, as of November 30, 2015, we have lease payments of $1,150 each month under our month-to-month corporate and other office operating leases.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Recently Issued Accounting Pronouncements
See Note 1 to our Consolidated Financial Statements for more information regarding recent accounting pronouncements and their impact to our consolidated results of operations and financial position.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), as of the end of the period covered by this quarterly report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of May 31, 2015, that our disclosure controls and procedures were effective such that the information required to be disclosed in our United States Securities and Exchange Commission (the "SEC") reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 6. Exhibits
Exhibit No. | | Description of Exhibit |
| | |
4.1 | | Bridge Loan Agreement and Promissory Note by and between the Company and Kalen Capital Corporation dated December 7, 2015 (Incorporated by reference to Form 8-K filed on December 11, 2015) |
| | |
4.2 | | Form of Series M Warrant (Incorporated by reference to Form 8-K filed on December 11, 2015) |
| | |
10.1 | | Amendment to Bridge Loan Agreement dated December 7, 2015 (Incorporated by reference to Form 8-K filed on December 11, 2015) |
| | |
31.1 | | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
| | |
32.1 | | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
| | |
101.INS | | XBRL Instance Document** |
| | |
101.SCH | | XBRL Taxonomy Extension Schema Document** |
| | |
101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document** |
| | |
101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document** |
| | |
101.LAB | | XBRL Taxonomy Extension Label Linkbase Document** |
| | |
101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document** |
______________________
* | Filed herewith |
| |
** | Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SolarWindow Technologies, Inc. (Registrant) | |
| | | |
Date: January 13, 2016 | By: | /s/ John A. Conklin | |
| | John A. Conklin | |
| | Chief Executive Officer, Chief Financial Officer and Director (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer) | |
23
EXHIBIT 31.1
CERTIFICATION PURSUANT TO RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John A. Conklin, certify that:
1. | I have reviewed this quarterly report on Form 10-Q of SolarWindow Technologies, Inc. (the "Registrant"); |
| |
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. | As the registrant's certifying officer I am 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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| | |
| (d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | As the registrant's certifying officer I have disclosed, based on my 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. |
Date: January 13, 2016 | By: | /s/ John A. Conklin | |
| | John A. Conklin | |
| | Chief Executive Officer, Chief Financial Officer and Director (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer) | |
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Quarterly Report on Form 10-Q of SolarWindow Technologies, Inc. for the fiscal quarter ending November 30, 2015, I, John Conklin, Chief Executive Officer and Chief Financial Officer of SolarWindow Technologies, Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:
| 1. | Such Quarterly Report on Form 10-Q for the fiscal quarter ending November 30, 2015, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| | |
| 2. | The information contained in such Quarterly Report on Form 10-Q for the fiscal quarter ending November 30, 2015, fairly presents, in all material respects, the financial condition and results of operations of SolarWindow Technologies, Inc. |
Date: January 13, 2016 | By: | /s/ John A. Conklin | |
| | John A. Conklin | |
| | Chief Executive Officer, Chief Financial Officer and Director (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer) | |
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CONSOLIDATED BALANCE SHEETS - USD ($)
|
Nov. 30, 2015 |
Aug. 31, 2015 |
Current assets |
|
|
Cash and cash equivalents |
$ 169,057
|
$ 228,465
|
Deferred research and development costs |
23,443
|
106,135
|
Prepaid expenses and other current assets |
29,020
|
21,152
|
Total current assets |
221,520
|
355,752
|
Equipment, net of accumulated depreciation of $30,531 and $27,751, respectively |
30,055
|
30,535
|
Total assets |
251,575
|
386,287
|
Current liabilities |
|
|
Accounts payable |
90,123
|
97,438
|
Interest payable to related party |
514,065
|
443,498
|
Bridge note, net of discount of $0 and $6,516 |
600,000
|
593,484
|
Convertible promissory notes payable to related party, net of discount of $623,558 and $879,808, respectively |
2,776,447
|
2,120,192
|
Total current liabilities |
$ 3,980,635
|
$ 3,254,612
|
Stockholders' equity (deficit) |
|
|
Preferred stock: $0.10 par value; 1,000,000 shares authorized, no shares issued and outstanding |
|
|
Common stock: $0.001 par value; 300,000,000 shares authorized, 26,572,615 shares issued and outstanding at November 30, 2015 and August 31, 2015 |
$ 26,572
|
$ 26,572
|
Additional paid-in capital |
26,607,331
|
26,144,117
|
Retained deficit |
(30,362,963)
|
(29,039,014)
|
Total stockholders' equity (deficit) |
(3,729,060)
|
(2,868,325)
|
Total liabilities and stockholders' equity (deficit) |
$ 251,575
|
$ 386,287
|
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v3.3.1.900
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
|
Nov. 30, 2015 |
Aug. 31, 2015 |
Current assets |
|
|
Equipment, net of accumulated depreciation |
$ 30,531
|
$ 27,751
|
Current liabilities |
|
|
Bridge note, net of discount |
0
|
6,516
|
Convertible promissory note, net of discount |
$ 623,558
|
$ 879,808
|
Stockholders' equity |
|
|
Preferred stock, par value |
$ 0.10
|
$ 0.10
|
Preferred stock, shares authorized |
1,000,000
|
1,000,000
|
Preferred stock, shares issued |
0
|
0
|
Preferred stock, shares outstanding |
0
|
0
|
Common stock, par value |
$ 0.001
|
$ 0.001
|
Common stock, shares authorized |
300,000,000
|
300,000,000
|
Common stock, shares issued |
26,572,615
|
26,572,615
|
Common stock, shares outstanding |
26,572,615
|
26,572,615
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v3.3.1.900
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)
|
3 Months Ended |
Nov. 30, 2015 |
Nov. 30, 2014 |
Consolidated Statements Of Operations |
|
|
Revenue |
|
|
Operating expense |
|
|
Selling, general and administrative |
$ 441,694
|
$ 566,291
|
Research and development |
148,922
|
179,321
|
Total operating expense |
590,616
|
745,612
|
Loss from operations |
(590,616)
|
(745,612)
|
Other income (expense) |
|
|
Interest expense |
(70,567)
|
(55,727)
|
Accretion of debt discount |
(662,766)
|
(2,457,910)
|
Total other income (expense) |
(733,333)
|
(2,513,637)
|
Net loss |
$ (1,323,949)
|
$ (3,259,249)
|
Basic and Diluted Loss per Common Share |
$ (0.05)
|
$ (0.13)
|
Weighted average number of common shares outstanding - basic and diluted |
26,572,615
|
24,308,495
|
X |
- DefinitionAmount of increase (decrease) in standardized measure of discounted future net cash flow as a result of passage of time.
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v3.3.1.900
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)
|
Common Stock |
Additional Paid-In Capital |
Retained Deficit |
Total |
Beginning Balance, Shares at Aug. 31, 2014 |
24,306,612
|
|
|
|
Beginning Balance, Amount at Aug. 31, 2014 |
$ 24,306
|
$ 20,872,345
|
$ (20,946,270)
|
$ (49,619)
|
Stock based compensation related to stock issuance, Shares |
60,000
|
|
|
|
Stock based compensation related to stock issuance, Amount |
$ 60
|
83,940
|
|
84,000
|
Stock based compensation due to common stock purchase options |
|
$ 436,774
|
|
$ 436,774
|
Exercise of stock options, Shares |
|
|
|
|
Exercise of stock options, Amount |
|
|
|
|
Discount on convertible promissory note due to detachable warrants |
|
$ 3,000,000
|
|
$ 3,000,000
|
Discount on $600,000 bridge loan due to detachable warrants |
|
299,750
|
|
299,750
|
Exercise of Series H warrants, Shares |
1,751,216
|
|
|
|
Exercise of Series H warrants, Amount |
$ 1,751
|
1,451,763
|
|
$ 1,453,514
|
Exercise of Series G warrants, Shares |
454,787
|
|
|
|
Exercise of Series G warrants, Amount |
$ 455
|
$ (455)
|
|
|
Net loss |
|
|
$ (8,092,744)
|
$ (8,092,744)
|
Ending Balance, Shares at Aug. 31, 2015 |
26,572,615
|
|
|
|
Ending Balance, Amount at Aug. 31, 2015 |
$ 26,572
|
$ 26,144,117
|
$ (29,039,014)
|
$ (2,868,325)
|
Stock based compensation related to stock issuance, Shares |
|
|
|
|
Stock based compensation related to stock issuance, Amount |
|
|
|
|
Stock based compensation due to common stock purchase options |
|
$ 63,214
|
|
$ 63,214
|
Exercise of stock options, Shares |
|
|
|
|
Exercise of stock options, Amount |
|
|
|
|
Discount on convertible promissory note due to detachable warrants |
|
$ 234,360
|
|
$ 234,360
|
Discount on convertible promissory note due to beneficial conversion feature |
|
$ 165,640
|
|
$ 165,640
|
Discount on $600,000 bridge loan due to detachable warrants |
|
|
|
|
Exercise of Series H warrants, Shares |
|
|
|
|
Exercise of Series H warrants, Amount |
|
|
|
|
Exercise of Series G warrants, Shares |
|
|
|
|
Net loss |
|
|
$ (1,323,949)
|
$ (1,323,949)
|
Ending Balance, Shares at Nov. 30, 2015 |
26,572,615
|
|
|
|
Ending Balance, Amount at Nov. 30, 2015 |
$ 26,572
|
$ 26,607,331
|
$ (30,362,963)
|
$ (3,729,060)
|
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v3.3.1.900
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)
|
3 Months Ended |
Nov. 30, 2015 |
Nov. 30, 2014 |
Cash flows from operating activities |
|
|
Net loss |
$ (1,323,949)
|
$ (3,259,249)
|
Adjustments to reconcile net loss to net cash used in operating activities |
|
|
Depreciation |
2,780
|
1,831
|
Stock based compensation expense |
63,214
|
157,646
|
Accretion of debt discount |
662,766
|
$ 2,457,910
|
Changes in operating assets and liabilities: |
|
|
Decrease (increase) in deferred research and development costs |
82,692
|
|
Decrease (increase) in prepaid expenses and other current assets |
(7,868)
|
$ (7,998)
|
Increase (decrease) in accounts payable |
(7,315)
|
75,828
|
Increase (decrease) in accrued liabilities |
70,567
|
55,727
|
Net cash used in operating activities |
(457,113)
|
(518,305)
|
Cash flows from investing activity |
|
|
Purchase of equipment |
(2,300)
|
(14,208)
|
Net cash used in investing activity |
$ (2,300)
|
(14,208)
|
Cash flows from financing activities |
|
|
Proceeds from the exercise of warrants |
|
$ 3,242
|
Proceeds from promissory notes |
$ 400,005
|
|
Net cash provided by financing activities |
400,005
|
$ 3,242
|
Decrease in cash and cash equivalents |
(59,408)
|
(529,271)
|
Cash and cash equivalents at beginning of period |
228,465
|
785,237
|
Cash and cash equivalents at end of period |
$ 169,057
|
$ 255,966
|
Supplemental disclosure of cash flow information: |
|
|
Interest paid in cash |
|
|
Income taxes paid in cash |
|
|
Supplemental disclosure of non-cash transactions: |
|
|
Debt discount recorded for value of warrants issued |
$ 234,360
|
$ 3,000,000
|
Debt discount recorded for beneficial conversion feature |
$ 165,640
|
|
X |
- DefinitionAmount of increase (decrease) in standardized measure of discounted future net cash flow as a result of passage of time.
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v3.3.1.900
Basis of Presentation, Organization, Recent Accounting Pronouncements and Going Concern
|
3 Months Ended |
Nov. 30, 2015 |
Notes to Financial Statements |
|
Note 1. Basis of Presentation, Organization, Recent Accounting Pronouncements and Going Concern |
Basis
of Presentation
The
unaudited financial statements of SolarWindow Technologies, Inc. (the "Company") as of November 30, 2015, and for the
three months ended November 30, 2015 and 2014, have been prepared in accordance with accounting principles generally accepted
in the United States for interim financial reporting and include the Company's wholly-owned subsidiaries, Kinetic Energy Corporation
("KEC"), and New Energy Solar Corporation ("New Energy Solar"). Accordingly, they do not include all of the
disclosures required by accounting principles generally accepted in the United States for complete financial statements and should
be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended August 31, 2015,
as filed with the Securities and Exchange Commission as part of the Company's Form 10-K. In the opinion of management, all adjustments
(consisting only of normal recurring adjustments) considered necessary for a fair presentation of the interim financial information
have been included. The Company did not record an income tax provision during the periods presented due to net taxable losses.
The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year.
Organization
SolarWindow
Technologies, Inc. was incorporated in the State of Nevada on May 5, 1998, under the name "Octillion Corp." On December
2, 2008, the Company amended its Articles of Incorporation to effect a change of name to New Energy Technologies, Inc. Effective
as of March 9, 2015, the Company amended its Articles of Incorporation to change its name to SolarWindow Technologies, Inc. The
accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Kinetic
Energy Corporation ("KEC") and New Energy Solar Corporation.
KEC
was incorporated on June 19, 2008, in the State of Nevada and holds the patents related to the Company's MotionPower technology.
The Company's business activities related to the MotionPower technology are conducted through KEC.
New
Energy Solar was incorporated on February 9, 2009, in the State of Florida and entered into agreements with The University of
South Florida Research Foundation ("USF") to sponsor research related to the Company's SolarWindow technology.
On February 18, 2015, the Company terminated the license agreement entered into with USF which originated on June 21, 2010.
On
March 9, 2015, the Company changed its name to "SolarWindow Technologies, Inc." in order to appropriately align the
corporate name and brand identity. The Company's ticker symbol changed to WNDW.
The
Company has been developing two (2) sustainable electricity generating systems. These novel technologies are branded as SolarWindow
and MotionPower. On March 2, 2015, the Company announced its exclusive focus on SolarWindow.
The
Company's SolarWindow technology provides the ability to harvest light energy from the sun and artificial sources and generate
electricity from a see-through, semi-transparent, coating of organic photovoltaic solar cells. The Company's SolarWindow
transparent electricity generating coatings are the subject of patent pending technologies. Initially being developed for application
on glass surfaces, SolarWindow coatings could potentially be used on any of the more than 85 million commercial and residential
buildings in the United States alone.
The
Company's SolarWindow product development programs involve ongoing research and development efforts, and the commitment
of significant resources to support the extensive invention, design, engineering, testing, prototyping, and intellectual property
initiatives carried-out by its contract engineers, scientists, and consultants. As such, the Company's activities are subject
to significant risks and uncertainties, including failing to secure additional funding to operationalize the Company's technology
before another company develops similar technology and products.
Recent
Accounting Pronouncements
In
February 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")
2015-02, "Amendments to the Consolidation Analysis", which amends the consolidation requirements in ASC 810 and significantly
changes the consolidation analysis required under U.S. GAAP relating to whether or not to consolidate certain legal entities.
Early adoption is permitted. The Company's effective date for adoption is January 1, 2016. The Company does not expect this accounting
update to have a material effect on its consolidated financial statements in future periods, although that could change.
In
January 2015, the FASB issued ASU 2015-01, "Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary
Items", which eliminates the concept from U.S. GAAP the concept of an extraordinary item. Under the ASU, an entity will no
longer (1) segregate an extraordinary item from the results of ordinary operations; (2) separately present an extraordinary item
on its income statement, net of tax, after income from continuing operations; or (3) disclose income taxes and earnings-per-share
data applicable to an extraordinary item. Early adoption is permitted. The Company's effective date for adoption is January 1,
2016. The Company does not expect this accounting update to have a material effect on its consolidated financial statements in
future periods, although that could change.
In
August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205 40): Disclosure
of Uncertainties about an Entity's Ability to Continue as a Going Concern, which is intended to define management's responsibility
to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related
footnote disclosures. Specifically, ASU 2014-15 provides a definition of the term substantial doubt and requires an assessment
for a period of one year after the date that the financial statements are issued (or available to be issued). It also requires
certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans and requires an express
statement and other disclosures when substantial doubt is not alleviated. The new standard will be effective for reporting periods
beginning after December 15, 2016, with early adoption permitted. Management does not expect the adoption of ASU 2014-15 to have
a material impact on our financial statements and disclosures.
In
May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes most existing revenue
recognition guidance under US 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 to which an entity expects to be entitled for those
goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and
estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective
for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods:
(i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to
elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09
recognized at the date of adoption (which includes additional footnote disclosures). The Company does not expect this accounting
update to have a material effect on its consolidated financial statements in future periods.
The
Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the
end of the Company's previous fiscal year may be applicable, the Company has not identified any standards that the Company believes
merit further discussion. The Company believes that none of the new standards will have a significant impact on the financial
statements.
Going
Concern
The
Company does not have any commercialized products and has not generated any revenue since inception. The Company has an accumulated
deficit of $30,362,963 as of November 30, 2015, and does not have positive cash flows from operating activities. The accompanying
consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United
States of America, which contemplates continuation of the Company as a going concern, which is dependent upon the Company's ability
to establish itself as a profitable business.
In its report with respect to the Company's financial statements for the year
ended August 31, 2015, the Company's independent auditors expressed substantial doubt about the Company's ability to continue
as a going concern. Because the Company has not yet generated revenues from its operations and does not expect to do so in the
near future, its ability to continue as a going concern is wholly dependent upon its ability to obtain additional financing. Currently,
the Company is seeking additional financing but has no commitments to obtain any such financing, and there can be no assurance
that financing will be available in amounts or on terms acceptable to the Company, if at all.
As
of November 30, 2015, the Company had cash of $169,057 and commitments for an additional loan of $150,000. Based upon its current
and near term anticipated level of operations and expenditures, the Company believes that cash on hand should be sufficient to
enable it to continue operations through January 2016.
If
adequate funds are not available on reasonable terms, or at all, it would result in a material adverse effect on
the Company's business, operating results, financial condition and prospects. In particular, the Company may be required
to delay, reduce the scope of or terminate its research programs, sell rights to its SolarWindow technology and/or
MotionPower technology or other technologies or products based upon such technologies, or license the rights to
such technologies or products on terms that are less favorable to the Company than might otherwise be available.
In
view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon
achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations.
These consolidated financial statements do not give effect to any adjustments which will be necessary should the Company be unable
to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the
normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements.
|
X |
- DefinitionThe entire disclosure for the general note to the financial statements for the reporting entity which may include, descriptions of the basis of presentation, business description, significant accounting policies, consolidations, reclassifications, new pronouncements not yet adopted and changes in accounting principles.
+ References
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v3.3.1.900
Debt
|
3 Months Ended |
Nov. 30, 2015 |
Notes to Financial Statements |
|
Note 2. Debt |
December 7, 2015, $550,000 Bridge Loan
On December 7, 2015,
the Company entered into a Bridge Loan Agreement (the "December 2015 Loan Agreement") with Kalen Capital Corporation
(the "Investor"), a private corporation owning in excess of 10% of the Company's issued and outstanding shares of common
stock. Pursuant to the December 2015 Loan Agreement, the Company may borrow up to $550,000; of which $400,005 was advanced on October
7, 2015 (the "October 2015 Loan Advance") and $150,000 on December 22, 2015 (the "December 2015 Loan Advance")
(collectively, the "December 2015 Loan"). Following the occurrence of an event of default, as further specified in the
December 2015 Loan Agreement; the annual interest rate would increase to 18%. The December 2015 Loan was evidenced by a promissory
note with an annual interest rate of 10%, compounded quarterly, and a maturity date of the earlier of: (a) the closing of any equity
financing by the Company in excess of $3,000,000, or (b) September 1, 2016. The December 2015 Loan is convertible at any time into
shares of common stock at a conversion price equal to 85% of the thirty (30) day volume weighted average price of the Company's
common stock. Also, as a condition to the Investor's entry into the December 2015 Loan Agreement, the Company issued the Investor
a Series M Stock Purchase Warrant to purchase up to 275,000 shares of the Company's common stock for a period of five (5) years,
with an exercise price of $2.34; the Series M Warrant contains a provision allowing the Investor to exercise the Series M Warrant
on a cashless basis as further set forth therein.
The Company first
allocated October 2015 Loan Advance principal between the October 2015 Loan Advance and the Series M Warrants based upon
their relative fair values. The estimated fair value of the Series M Warrants was calculated using the Black-Scholes option
pricing model and the following assumptions: market price of common stock - $3.01 per share; estimated volatility - 79%;
5-year risk free interest rate - 1.67%; expected dividend rate - 0% and expected life - 5 years. This resulted in allocating
$234,360 to the Series M Warrants and $165,640 to the October 2015 Loan Advance. Next, the intrinsic value of the beneficial
conversion feature was computed as the difference between the fair value of the common stock issuable upon conversion of the
October 2015 Loan Advance and the total price to convert based on the effective conversion price. The calculated intrinsic
value was $348,890. As this amount resulted in a total debt discount that exceeds the October 2015 Loan Advance proceeds, the
amount recorded for the beneficial conversion feature was limited to principal amount of the October 2015 Loan
Advance. The resulting $400,005 discount is being accreted over the 9 month term of the October 2015 Loan Advance.
March 4, 2015, $600,000 Bridge Loan
On March 4, 2015, the
Company entered into a Bridge Loan Agreement (the "Bridge Loan Agreement") with 1420468 Alberta Ltd. (the "Creditor")
pursuant to which the Company borrowed $600,000 at an annual interest rate of 7% (the "March 2015 Loan"), compounded
quarterly; following the occurrence of an event of default, as further specified in the Bridge Loan Agreement, the annual interest
rate would increase to 15%. The March 2015 Loan was evidenced by a promissory note with a maturity date of the earlier of: (a)
the closing of any equity financing by the Company in excess of $600,000, or (b) September 4, 2015. As a condition to the Creditor's
entry into the Bridge Loan Agreement, the Company issued the Creditor a Series L Stock Purchase Warrant to purchase up to 500,000
shares of the Company's common stock, which are exercisable from September 5, 2015 through March 4, 2020, with an exercise price
of $1.20; the Series L Warrant contains a provision allowing the Creditor to exercise the Series L Warrant on a cashless basis
as further set forth therein.
The fair value of the
Series L Warrant was $1.198 per share and was calculated using the Black-Scholes option pricing model with the following assumptions:
market price of common stock - $1.78 per share; estimated volatility - 76%; risk free interest rate - 1.55%; expected dividend
rate - 0% and expected life - 4.5 years. This resulted in allocating $299,750 to the Series L Warrant and $300,250 to the March
2015 Loan. As a result, on March 4, 2015, the Company recorded a debt discount of $299,750 which is being accreted over the term
of the March 2015 Loan.
On December 7, 2015,
the maturity date of the March 2015 Loan was extended to December 31, 2016. As consideration the Company issued the Creditor a
Series M Stock Purchase Warrant to purchase up to 100,000 shares of the Company's common stock through December 7, 2020, at an
exercise price of $2.34 per share; the Series M Warrant contains a provision allowing the Creditor to exercise the Series M Warrant
on a cashless basis as further set forth therein. The Company also agreed to extend the expiration date of the Series L Warrant
to December 7, 2020.
Interest expense and
accretion of the debt discount related to the March 2015 Loan amounted to $10,835 and $6,516, respectively, during the three months
ended November 30, 2015.
Convertible Promissory Note
On October 7, 2013 (the
"Closing Date"), the Company entered into a Bridge Loan Agreement (the "2013 Loan Agreement") with the Investor.
Pursuant to the 2013 Loan Agreement, the Company received proceeds of $3,000,000 and issued a 7% unsecured Convertible Promissory
Note (the "2013 Note") due on October 6, 2014, with interest compounded quarterly and issued a Series I Stock Purchase
Warrant (the "Series I Warrant") for the purchase up to 921,875 shares of the Company's common stock at an initial exercise
price of $1.37 for a period of five (5) years. The Series I Warrant is exercisable on a "cashless basis" and was unexercised
as of November 30, 2015. According to the original terms of the 2013 Loan Agreement, the Investor may have elected, in its sole
discretion, to convert all or any portion of the outstanding principal amount of the 2013 Note, and any or all accrued and unpaid
interest thereon into units, with each unit consisting of (a) one share of common stock; (b) one Series J Stock Purchase Warrant
for the purchase of one share of common stock (the "Series J Warrant"); and (c) one Series K Stock Purchase Warrant for
the purchase of one share of common stock (the "Series K Warrant").
On November 10, 2014,
the Company entered into an Amended Bridge Loan Agreement (the "2015 Loan Agreement") with Investor pursuant to which
the Company and Investor amended the 2013 Loan Agreement by amending the 2013 Note to extend the maturity date to December 31,
2015 (the "Amended Note"). According to the terms of the 2015 Loan Agreement, the Investor may elect, in its sole discretion,
to convert all or any portion of the outstanding principal amount of the Amended Note, and any or all accrued and unpaid interest
thereon into units of the Company's equity securities (collectively, the "Units"), with each Unit consisting of (a) one
share of common stock; and (b) one Series L Stock Purchase Warrant for the purchase of one share of common stock. The conversion
price for each Unit is the lesser of (i) $1.37; or (ii) 70% of the 20 day average closing price of the Company's common stock prior
to conversion, subject to a floor of $1.00 with the exercise price of each Series L Warrant included in the Units issued upon conversion
being equal to sixty percent (60%) of the 20 day average closing price of the Company's common stock prior to conversion. The Series
L Warrant will be exercisable for a period of five years from the date of issuance and will be exercisable on a cashless basis.
In order to induce Investor
to enter into the 2015 Loan Agreement and extend the maturity date of the 2013 Note, the Company issued a Series J Warrant to purchase
3,110,378 shares of its common stock at an exercise price of $1.12 and a Series K Warrant to purchase 3,110,378 shares of its common
stock at an exercise price of $1.20. Each of the Series J Warrant and Series K Warrant is exercisable through November 9, 2019
and contains a provision allowing the Investor to exercise the warrant on a cashless basis as further set forth therein.
For accounting purposes,
the modification to the 2013 Loan Agreement did not result in a gain or loss, as an extinguishment under accounting principles
generally accepted in the United States, due to the related party nature of the transaction. As described above, the 2015 Loan
Agreement resulted in the issuance of a Series J Warrant and a Series K Warrant. Prior to the 2015 Loan Agreement, the Series J
and Series K Warrants were to be issued to the Investor only upon the Investor's election to convert the 2013 Note (according to
the original terms of the 2013 note). Also as a result of the 2015 Loan Agreement, the principal amount of the Amended Note and
accrued interest thereon is convertible into Units. As such, the fair value of the Series L Warrant, representing the value exchanged
for the modification of the conversion option associated with the 2013 Loan Agreement, was recognized as a discount to the Amended
Note with a corresponding increase in additional paid-in capital. The fair value of the Series L Warrant was $1.16 per share. The
fair value of the Series L Warrant was calculated using the Black-Scholes option pricing model and the following assumptions: market
price of common stock - $1.28 per share; estimated volatility - 138%; risk free interest rate - 1.57%; expected dividend rate -
0% and expected life - 5 years. Based on the terms of the Amended Note, 3,142,359 warrants were issuable on November 10, 2014 with
a fair value of $3,645,137 (3,142,359 Warrants x $1.16 per share). The debt discount is limited to the face value of the Amended
Note. As a result, on November 10, 2014, the Company recorded a debt discount of $3,000,000 which is being accreted over the term
of the Amended Note using the effective interest method.
Interest expense related
to the 2013 Loan Agreement as amended amounted to $59,732 and $55,727 during the three months ended November 30, 2015 and 2014,
respectively.
During the three months
ended November 30, 2015 and 2014, the Company recognized $656,250 and $2,457,910, respectively, of accretion of debt discount.
The 2014 expense of $2,457,910 includes $2,313,680 of accretion related to the debt discount originally recorded on the 2013 Note
and $144,230 related to the Series L Warrant issuable pursuant to the 2015 Loan Agreement. The remaining debt discount related
to the Series L Warrants and totaling $223,558 will be amortized during the quarter ended February 29, 2016.
|
X |
- DefinitionThe entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644
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v3.3.1.900
Common Stock and Warrants
|
3 Months Ended |
Nov. 30, 2015 |
Notes to Financial Statements |
|
Note 3. Common Stock and Warrants |
At November 30, 2015,
the Company had 300,000,000 authorized shares of common stock with a par value of $0.001 per share, 26,572,615 shares of common
stock outstanding and 3,332,498 shares reserved for issuance under the Company's 2006 Long-Term Incentive Plan (the "2006
Plan") as adopted and approved by the Company's Board of Directors (the "Board") on October 10, 2006 that provides
for the grant of stock options to employees, directors, officers and consultants (See "NOTE 4 - Stock Options").
During the year ended
August 31, 2015, the Company had the following common stock related transactions:
|
· |
issued 454,787 shares of common stock upon the cashless exercise of 625,000 Series G Warrants. |
|
|
|
|
· |
issued 1,751,216 shares of common stock as a result of the exercise of Series H Warrants for which the Company received $1,453,514. |
|
|
|
|
· |
issued 20,000 shares of common stock on January 26, 2015 to each of the Company's three directors pursuant to the 2006 Plan (60,000 shares total) valued at $1.40 per share, the closing price of the Company's common stock on the day the stock was granted (See "NOTE 6 - Related Party Transactions" below for additional information). |
Warrants
Each of the Company's
warrants outstanding entitles the holder to purchase one share of the Company's common stock for each warrant share held. A summary
of the Company's warrants outstanding and exercisable as of November 30, 2015 and August 31, 2015 is as follows:
|
|
Shares of Common Stock Issuable from Warrants Outstanding as of |
|
|
|
|
|
|
Description |
|
November 30,
2015 |
|
|
August 31,
2015 |
|
|
Exercise
Price |
|
|
Expiration |
Series G |
|
|
- |
|
|
|
- |
|
|
$ |
0.64 |
|
|
April 17, 2015 |
Series H |
|
|
3,906 |
|
|
|
3,906 |
|
|
$ |
0.83 |
|
|
February 1, 2016 |
Series I |
|
|
921,875 |
|
|
|
921,875 |
|
|
$ |
1.37 |
|
|
October 7, 2018 |
Series J |
|
|
3,110,378 |
|
|
|
3,110,378 |
|
|
$ |
1.12 |
|
|
November 9, 2019 |
Series K |
|
|
3,110,378 |
|
|
|
3,110,378 |
|
|
$ |
1.20 |
|
|
November 9, 2019 |
Series L |
|
|
500,000 |
|
|
|
500,000 |
|
|
$ |
1.20 |
|
|
March 4, 2020 |
Total |
|
|
7,646,537 |
|
|
|
7,646,537 |
|
|
|
|
|
|
|
The Series G Warrant
was issued on April 17, 2012, as a condition to the Investor entering into a $1 million loan agreement during 2012 (the "2012
Loan"). On April 10, 2015, the Company issued 454,787 net shares pursuant to the cashless exercise of 625,000 Series G Warrants.
The Company did not receive any funds from this exercise. A Series H Warrant to purchase 825,435 shares was issued in connection
with the 2012 Loan conversion. Series H Warrants to purchase 937,499 shares were issued on February 1, 2013, in connection with
the self-directed registered offering of 1,875,000 units. During the year ended August 31, 2013, two holders of Series H warrants
exercised 7,812 warrants. The Series I Warrant was issued on October 7, 2013, in connection with the 2013 Loan Agreement. The
Series J Warrant and Series K Warrant were issued on November 10, 2014 as a condition to the Investor entering into the 2015 Loan
Agreement. In addition, there are a total of approximately 2,541,853 Series L Warrants issuable pursuant to the March 2015 Loan
as described above under "NOTE 2 - Debt."
No warrants were issued, exercised or canceled during the three months ended
November 30, 2015. During the year ended August 31, 2015, the Company received $1,453,514 upon the exercise of Series H Warrants
for 1,751,216 shares.
|
X |
- DefinitionThe entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.
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v3.3.1.900
Stock Options
|
3 Months Ended |
Nov. 30, 2015 |
Notes to Financial Statements |
|
Note 4. Stock Options |
Stock
option grants pursuant to the 2006 Plan vest either immediately or over one to five years and expire ten years after the date
of grant. Stockholders previously approved 5,000,000 shares for grant under the 2006 Plan, of which 3,332,498 remain available
for grant and 326,667 were issued pursuant to the exercise of vested options as of November 30, 2015. All shares approved for
grant and subsequently forfeited are available for future grant. The Company does not repurchase shares to fulfill the requirements
of options that are exercised. The Company issues new shares when options are exercised.
The
Company employs the following key weighted-average assumptions in determining the fair value of stock options, using the Black-Scholes
option pricing model and the simplified method to estimate the expected term of "plain vanilla" options:
|
|
Year Ended
|
|
|
|
August
31, 2015 |
|
Expected dividend
yield |
|
|
|
|
Expected stock
price volatility |
|
|
137.5 |
% |
Risk-free interest
rate |
|
|
1.90 |
% |
Expected term
(in years) |
|
|
7.67 |
|
Exercise price |
|
$ |
1.40 |
|
Weighted-average
grant date fair-value |
|
$ |
1.33 |
|
A
summary of the Company's stock option activity for the three months ended November 30, 2015 and 2014 and related information follows:
|
|
Number
of Shares Subject to Option Grants |
|
|
Weighted
Average Exercise Price ($) |
|
|
Weighted
Average Remaining Contractual Term |
|
Aggregate
Intrinsic Value ($) |
|
Outstanding at
August 31, 2014 |
|
|
1,325,837 |
|
|
|
2.68 |
|
|
|
|
|
|
Grants |
|
|
15,000 |
|
|
|
1.40 |
|
|
|
|
|
|
Forfeitures |
|
|
(73,335 |
) |
|
|
2.46 |
|
|
|
|
|
|
Outstanding at
August 31, 2015 |
|
|
1,267,502 |
|
|
|
2.68 |
|
|
|
|
|
|
Forfeitures |
|
|
(16,667 |
) |
|
|
5.94 |
|
|
|
|
|
|
Outstanding at
November 30, 2015 |
|
|
1,250,835 |
|
|
|
2.63 |
|
|
7.21 years |
|
$ |
651,292 |
|
Exercisable at
November 30, 2015 |
|
|
693,335 |
|
|
|
2.43 |
|
|
6.44 years |
|
$ |
556,417 |
|
Available for
grant at November 30, 2015 |
|
|
3,332,498 |
|
|
|
|
|
|
|
|
|
|
|
The
aggregate intrinsic value in the table above represents the total pretax intrinsic value for all "in-the-money" options
(i.e. the difference between the Company's closing stock price on the last trading day of the period covered by this report and
the exercise price, multiplied by the number of shares) that would have been received by the option holders had all in-the-money
option holders exercised their vested options on November 30, 2015. The intrinsic value of the option changes based upon the fair
market value of the Company's common stock. Since the closing stock price was $3.05 on November 30, 2015 and 1,200,834 outstanding
options have an exercise price below $3.05 per share, as of November 30, 2015, there is intrinsic value to the Company's outstanding,
in-the-money stock options.
The
following table sets forth the share-based compensation cost resulting from stock option grants, including those previously granted
and vesting over time, that were recorded in the Company's Consolidated Statements of Operations for the three months ended November
30, 2015 and 2014:
|
|
Three
Months Ended November 30, |
|
|
|
2015 |
|
|
2014 |
|
Stock Compensation
Expense: |
|
|
|
|
|
|
Selling general
and administrative expense |
|
$ |
61,556 |
|
|
$ |
154,133 |
|
R&D expense |
|
$ |
1,658 |
|
|
$ |
3,513 |
|
As
of November 30, 2015, the Company had $219,665 of unrecognized compensation cost related to unvested stock options which is expected
to be recognized over a period of 2.25 years.
The
following table summarizes information about stock options outstanding and exercisable at November 30, 2015:
|
|
|
Stock
Options Outstanding |
|
|
Stock
Options Exercisable |
|
Range
of
Exercise
Prices |
|
|
Number
of Shares
Subject
to
Outstanding
Options |
|
|
Weighted
Average
Contractual
Life
(years) |
|
|
Weighted
Average
Exercise
Price |
|
|
Number
of
Shares Subject
To
Options
Exercise |
|
|
Weighted
Average
Remaining
Contractual
Life
(Years) |
|
|
Weighted
Average
Exercise
Price |
|
$0.80 |
|
|
|
15,000 |
|
|
|
7.06 |
|
|
$ |
0.80 |
|
|
|
15,000 |
|
|
|
7.06 |
|
|
$ |
0.80 |
|
1.40 |
|
|
|
15,000 |
|
|
|
9.05 |
|
|
|
1.40 |
|
|
|
7,500 |
|
|
|
9.05 |
|
|
|
1.40 |
|
1.65 |
|
|
|
320,000 |
|
|
|
3.98 |
|
|
|
1.65 |
|
|
|
320,000 |
|
|
|
5.77 |
|
|
|
1.65 |
|
2.30 |
|
|
|
2,500 |
|
|
|
6.41 |
|
|
|
2.30 |
|
|
|
2,500 |
|
|
|
6.41 |
|
|
|
2.30 |
|
2.50 |
|
|
|
10,000 |
|
|
|
5.35 |
|
|
|
2.50 |
|
|
|
10,000 |
|
|
|
5.35 |
|
|
|
2.50 |
|
2.55 |
|
|
|
33,334 |
|
|
|
2.78 |
|
|
|
2.55 |
|
|
|
33,334 |
|
|
|
2.78 |
|
|
|
2.55 |
|
2.90 |
|
|
|
805,000 |
|
|
|
8.16 |
|
|
|
2.90 |
|
|
|
255,000 |
|
|
|
8.14 |
|
|
|
2.90 |
|
4.98 |
|
|
|
16,667 |
|
|
|
2.28 |
|
|
|
4.98 |
|
|
|
16,667 |
|
|
|
2.28 |
|
|
|
4.98 |
|
5.94 |
|
|
|
33,334 |
|
|
|
5.07 |
|
|
|
5.94 |
|
|
|
33,334 |
|
|
|
5.07 |
|
|
|
5.94 |
|
Total |
|
|
|
1,250,835 |
|
|
|
7.21 |
|
|
$ |
2.63 |
|
|
|
693,335 |
|
|
|
6.44 |
|
|
$ |
2.43 |
|
|
X |
- DefinitionThe entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.
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v3.3.1.900
Net Loss Per Share
|
3 Months Ended |
Nov. 30, 2015 |
Notes to Financial Statements |
|
Note 5. Net Loss Per Share |
During the three
months ended November 30, 2015 and 2014, the Company recorded a net loss. Basic net loss per share is computed by
dividing the net loss by the weighted average number of common shares outstanding during the period. The Company has not
included the effects of warrants, stock options and convertible debt on net loss per share because to do so would be
antidilutive.
Following is the computation
of basic and diluted net loss per share for the three months ended November 30, 2015 and 2014:
|
|
Three Months Ended |
|
|
|
November 30, |
|
|
|
2015 |
|
|
2014 |
|
Basic and Diluted EPS Computation |
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
Loss available to common stockholders' |
|
$ |
(1,323,949 |
) |
|
$ |
(3,259,249 |
) |
Denominator: |
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding |
|
|
26,572,615 |
|
|
|
24,308,495 |
|
Basic and diluted EPS |
|
$ |
(0.05 |
) |
|
$ |
(0.13 |
) |
|
|
|
|
|
|
|
|
|
The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible debt |
|
|
2,541,853 |
|
|
|
3,248,878 |
|
Warrants issuable upon conversion of debt (See "NOTE 2 - Convertible Promissory Note" above) |
|
|
2,541,853 |
|
|
|
3,248,878 |
|
Warrants |
|
|
7,646,537 |
|
|
|
9,518,851 |
|
Stock options |
|
|
1,250,835 |
|
|
|
1,314,170 |
|
Total shares not included in the computation of diluted losses per share |
|
|
13,981,078 |
|
|
|
17,330,777 |
|
|
X |
- DefinitionThe entire disclosure for earnings per share.
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v3.3.1.900
Related Party Transactions
|
3 Months Ended |
Nov. 30, 2015 |
Notes to Financial Statements |
|
Note 6. Related Party Transactions |
A related party with
respect to the Company is generally defined as any person (i) (and, if a natural person, inclusive of his or her immediate family)
that holds 10% or more of the Company's securities, (ii) that is part of the Company's management, (iii) that directly or indirectly
controls, is controlled by or is under common control with the Company, or (iv) who can significantly influence the financial and
operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources
or obligations between related parties.
The Company grants stock
options and common stock for services rendered by certain individuals, including the Company's non-employee directors and sole
officer, Mr. Conklin. During the three months ended November 30, 2015 and 2014, the Company recognized net compensation expense
related to stock options issued to our non-employee directors and executive of $63,214 and $152,083, respectively.
The law firm of Sierchio
& Partners, LLP (formerly Sierchio & Company, LLP), of which Joseph Sierchio, one of the Company's directors, is a principal,
has provided counsel to the Company since its inception. During the three months ended November 30, 2015 and 2014, the law firm
of Sierchio & Partners, LLP provided $46,965 and $48,910, respectively, of legal services. At November 30, 2015, the Company
owed Sierchio & Partners, LLP $15,000 which is included in accounts payable.
On October 7, 2013, the
Company entered into the 2013 Loan Agreement with Investor and on November 10, 2014, the Company and Investor entered into the
2015 Loan Agreement resulting in the extension of the 2013 Note's maturity date to December 31, 2015 and the issuance of a Series
J Warrant to purchase 3,110,378 shares of our common stock and a Series K Warrant to purchase 3,110,378 shares of our common stock.
For more information, see "NOTE 2 - Debt" above.
On December 7, 2015,
the Company entered into a Bridge Loan Agreement with the Investor pursuant to which the Company may borrow up to $550,000; of
which $400,000 was advanced on October 7, 2015. As a condition to the Investor's entry into the December 2015 Loan Agreement, the
Company issued the Investor a Series M Stock Purchase Warrant to purchase up to 275,000 shares of the Company's common stock for
a period of five (5) years, with an exercise price of $2.34. For more information, see "NOTE 2 - Debt" above.
During 2015, the Company
received $765,156 upon the Investor's exercise of 921,875 Series H Warrants, for an equal number of shares, originally issued on
February 1, 2013 pursuant to the Company's $1.2 million self-directed financing.
All related party transactions
are recorded at the exchange amount established and agreed to between related parties and are in the normal course of business.
|
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.
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v3.3.1.900
Subsequent Events
|
3 Months Ended |
Nov. 30, 2015 |
Notes to Financial Statements |
|
Note 7. Subsequent Events |
Management has reviewed
material events subsequent of the quarterly period ended November 30, 2015 and prior to the filing of financial statements
in accordance with FASB ASC 855 "Subsequent Events".
December 7, 2015, $550,000 Bridge Loan
On December 7, 2015,
the Company entered into a Bridge Loan Agreement with the Investor pursuant to which the Company may borrow up to $550,000; of
which $400,005 was advanced to the Company on October 7, 2015, and the remaining $150,000 was forwarded to the Company on December
22, 2015; see "Note 2 - Debt" above for additional information.
March 2015 $600,000 Loan Amendment and Related
Warrant Transactions
On December 7, 2015,
the maturity date of the March 2015 Loan was extended to December 31, 2016. As consideration the Company issued the Creditor a
Series M Stock Purchase Warrant to purchase up to 100,000 shares of the Company's common stock through December 7, 2020, at an
exercise price of $2.34 per share; the Series M Warrant contains a provision allowing the Creditor to exercise the Series M Warrant
on a cashless basis as further set forth therein.
The fair value of the
Series M Warrant was $2.058 and was calculated using the Black-Scholes option pricing model and the following assumptions: exercise
price - $2.34; market price of common stock - $3.01 per share; estimated volatility - 79%; risk free interest rate - 1.67%; expected
dividend rate - 0% and expected life - 5 years. The Company recorded $205,800 as a debt discount related to the 100,000 Series
M Warrants and will amortize through December 31, 2016.
Additionally, the expiration
date of the currently outstanding Series L Warrant allowing the Creditor to purchase up to 500,000 shares of common stock was extended
from March 4, 2020 to December 7, 2020. The difference in fair value of the Series L Warrant as a result of the extension of the
expiration date was $33,000 and was calculated using the Black-Scholes option pricing model and the following assumptions: exercise
price - $1.2; market price of common stock - $3.01 per share; estimated volatility - 79%; risk free interest rate - 1.67%; expected
dividend rate - 0% and expected life - 5 years for the new warrant and 4.24 years for the original warrant. The Company recorded
$33,000 as a debt discount related to the 500,000 Series L Warrant expiration date extension and will amortize through December
31, 2016.
2015 Loan Agreement
On December 31, 2015,
the Company entered into a Second Amended Bridge Loan Agreement (the "2015 Second Amended Loan Agreement") with Investor
pursuant to which the Company and Investor amended the 2015 Loan Agreement by amending the 2013 Note to extend the maturity date
to December 31, 2017 (the "Second Amended Note").
In order to induce Investor
to enter into the 2015 Second Amended Loan Agreement and extend the maturity date of the 2013 Note, the Company issued a Series
N Warrant to purchase 767,000 shares of its common stock at an exercise price of $3.38. The Series N Warrant is exercisable through
December 31, 2020 and contains a provision allowing the Investor to exercise the warrant on a cashless basis as further set forth
therein.
Additionally, as consideration
for Investor agreeing to extend the 2013 Note maturity date to December 31, 2017, the Company extended the maturity date of all
of Investor's existing warrants, including the following:
|
· |
Series I Warrant to purchase 921,875 shares of common stock; maturity date extended from October 6, 2018 to December 31, 2020; |
|
|
|
|
· |
Series J Warrant to purchase 3,110,378 shares of common stock; maturity date extended from November 9, 2019 to December 31, 2020; |
|
|
|
|
· |
Series K Warrant to purchase 3,110,378 shares of common stock; maturity date extended from November 9, 2019 to December 31, 2020; and |
|
|
|
|
· |
Series M Warrant to purchase 275,000 shares of common stock; maturity date extended from December 7, 2020 to December 31, 2020. |
Exercise of Stock Purchase Options
On December 17, 2015,
John Conklin, the Company's President & CEO, exercised 400,000 stock purchase options on a cashless basis resulting in the
issuance of 195,139 shares of common stock.
On December 18, 2015,
Joseph Sierchio, a director, exercised 86,670 stock purchase options on a cashless basis resulting in the issuance of 47,567 shares
of common stock.
On December 18, 2015,
Alastair Livesey, a director, exercised 70,000 stock purchase options on a cashless basis resulting in the issuance of 39,400 shares
of common stock.
Modification #7 to the Cooperative Research
and Development Agreement with
On December 28, 2015,
the Company entered into Modification #7 to the Cooperative Research and Development Agreement ("Modification #7")
with the Alliance for Sustainable Energy, LLC, operator of The National Renewable Energy Laboratory ("NREL") under
its U.S. Department of Energy contract, previously entered into between the Company and NREL. The purpose of Modification #7 is
to extend the date pursuant to which NREL's researchers will make use of the Company's exclusive intellectual property and NREL's
background intellectual property in order to work towards specific product development goals. Specifically, the Company is preparing
to commercialize the company's OPV-based SolarWindow transparent electricity-generating coatings for building-integrated
photovoltaic (BIPV), and glass and flexible substrate applications. Under this Modification #7, the Company and NREL will work
jointly towards achieving specific commercialization goals and objectives.
Director Stock Awards
On January 5, 2016, the
Company compensated its directors by issuing 30,000 shares of common stock to each of its three directors for a total issuance
of 90,000 shares. The closing price of our stock on the issuance date was $3.75 resulting in expense of $337,500. As part of the
issuance, each of the directors entered into a lock-up agreement restricting the sale of 75% of the issued shares for a period
of one year.
|
X |
- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
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v3.3.1.900
Basis of Presentation, Organization, Recent Accounting Pronouncements and Going Concern (Policies)
|
3 Months Ended |
Nov. 30, 2015 |
Basis Of Presentation Organization Recent Accounting Pronouncements And Going Concern Policies |
|
Basis of Presentation |
The unaudited financial
statements of SolarWindow Technologies, Inc. (the "Company") as of November 30, 2015, and for the three months ended
November 30, 2015 and 2014, have been prepared in accordance with accounting principles generally accepted in the United States
for interim financial reporting and include the Company's wholly-owned subsidiaries, Kinetic Energy Corporation ("KEC"),
and New Energy Solar Corporation ("New Energy Solar"). Accordingly, they do not include all of the disclosures required
by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction
with the audited consolidated financial statements and notes thereto for the year ended August 31, 2015, as filed with the Securities
and Exchange Commission as part of the Company's Form 10-K. In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) considered necessary for a fair presentation of the interim financial information have been included. The
Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations
for any interim period are not necessarily indicative of the results of operations for the entire year.
|
Organization |
SolarWindow Technologies,
Inc. was incorporated in the State of Nevada on May 5, 1998, under the name "Octillion Corp." On December 2, 2008, the
Company amended its Articles of Incorporation to effect a change of name to New Energy Technologies, Inc. Effective as of March
9, 2015, the Company amended its Articles of Incorporation to change its name to SolarWindow Technologies, Inc. The accompanying
consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Kinetic Energy Corporation
("KEC") and New Energy Solar Corporation.
KEC was incorporated
on June 19, 2008, in the State of Nevada and holds the patents related to the Company's MotionPower technology. The Company's
business activities related to the MotionPower technology are conducted through KEC.
New Energy Solar was
incorporated on February 9, 2009, in the State of Florida and entered into agreements with The University of South Florida Research
Foundation ("USF") to sponsor research related to the Company's SolarWindow technology. On February 18, 2015,
the Company terminated the license agreement entered into with USF which originated on June 21, 2010.
On March 9, 2015, the
Company changed its name to "SolarWindow Technologies, Inc." in order to appropriately align the corporate name and brand
identity. The Company's ticker symbol changed to WNDW.
The Company has been
developing two (2) sustainable electricity generating systems. These novel technologies are branded as SolarWindow and MotionPower.
On March 2, 2015, the Company announced its exclusive focus on SolarWindow.
The Company's SolarWindow
technology provides the ability to harvest light energy from the sun and artificial sources and generate electricity from a see-through,
semi-transparent, coating of organic photovoltaic solar cells. The Company's SolarWindow transparent electricity generating
coatings are the subject of patent pending technologies. Initially being developed for application on glass surfaces, SolarWindow
coatings could potentially be used on any of the more than 85 million commercial and residential buildings in the United States
alone.
The Company's SolarWindow
product development programs involve ongoing research and development efforts, and the commitment of significant resources to
support the extensive invention, design, engineering, testing, prototyping, and intellectual property initiatives carried-out
by its contract engineers, scientists, and consultants. As such, the Company's activities are subject to significant risks and
uncertainties, including failing to secure additional funding to operationalize the Company's technology before another company
develops similar technology and products.
|
Recent Accounting Pronouncements |
In February 2015, the
Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-02, "Amendments
to the Consolidation Analysis", which amends the consolidation requirements in ASC 810 and significantly changes the consolidation
analysis required under U.S. GAAP relating to whether or not to consolidate certain legal entities. Early adoption is permitted.
The Company's effective date for adoption is January 1, 2016. The Company does not expect this accounting update to have a material
effect on its consolidated financial statements in future periods, although that could change.
In January 2015, the
FASB issued ASU 2015-01, "Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items",
which eliminates the concept from U.S. GAAP the concept of an extraordinary item. Under the ASU, an entity will no longer (1) segregate
an extraordinary item from the results of ordinary operations; (2) separately present an extraordinary item on its income statement,
net of tax, after income from continuing operations; or (3) disclose income taxes and earnings-per-share data applicable to an
extraordinary item. Early adoption is permitted. The Company's effective date for adoption is January 1, 2016. The Company
does not expect this accounting update to have a material effect on its consolidated financial statements in future periods, although
that could change.
In August 2014, the FASB
issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205 40): Disclosure of Uncertainties about
an Entity's Ability to Continue as a Going Concern, which is intended to define management's responsibility to evaluate whether
there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures.
Specifically, ASU 2014-15 provides a definition of the term substantial doubt and requires an assessment for a period of one year
after the date that the financial statements are issued (or available to be issued). It also requires certain disclosures when
substantial doubt is alleviated as a result of consideration of management's plans and requires an express statement and other
disclosures when substantial doubt is not alleviated. The new standard will be effective for reporting periods beginning after
December 15, 2016, with early adoption permitted. Management does not expect the adoption of ASU 2014-15 to have a material impact
on our financial statements and disclosures.
In May 2014, the FASB
issued ASU 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes most existing revenue recognition guidance
under US 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 to which an entity expects to be entitled for those goods or services. ASU 2014-09
defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within
the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning
after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective
approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients,
or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption
(which includes additional footnote disclosures). The Company does not expect this accounting update to have a material effect
on its consolidated financial statements in future periods.
The Company reviews
new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company's
previous fiscal year may be applicable, the Company has not identified any standards that the Company believes merit further discussion.
The Company believes that none of the new standards will have a significant impact on the financial statements.
|
Going Concern |
The
Company does not have any commercialized products and has not generated any revenue since inception. The Company has an accumulated
deficit of $30,362,963 as of November 30, 2015, and does not have positive cash flows from operating activities. The accompanying
consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United
States of America, which contemplates continuation of the Company as a going concern, which is dependent upon the Company's ability
to establish itself as a profitable business.
In
its report with respect to the Company's financial statements for the year ended August 31, 2015, the Company's independent auditors
expressed substantial doubt about the Company's ability to continue as a going concern. Because the Company has not yet generated
revenues from its operations and does not expect to do so in the near future, its ability to continue as a going concern is wholly
dependent upon its ability to obtain additional financing. Currently, the Company is seeking additional financing but has no commitments
to obtain any such financing, and there can be no assurance that financing will be available in amounts or on terms acceptable
to the Company, if at all.
As
of November 30, 2015, the Company had cash of $169,057 and commitments for an additional loan of $150,000. Based upon its current
and near term anticipated level of operations and expenditures, the Company believes that cash on hand should be sufficient to
enable it to continue operations through January 2016.
If
adequate funds are not available on reasonable terms, or at all, it would result in a material adverse effect on the Company's
business, operating results, financial condition and prospects. In particular, the Company may be required to delay, reduce the
scope of or terminate its research programs, sell rights to its SolarWindow technology and/or MotionPower technology
or other technologies or products based upon such technologies, or license the rights to such technologies or products on terms
that are less favorable to the Company than might otherwise be available.
In view of these conditions, the ability of the
Company to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and
on the ability of the Company to obtain necessary financing to fund ongoing operations. These consolidated financial statements
do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and
therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts
different from those reflected in the accompanying consolidated financial statements.
|
X |
- DefinitionThe entire disclosure for the basis of presentation and significant accounting policies concepts. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). Accounting policies describe all significant accounting policies of the reporting entity.
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- DefinitionDisclosure of accounting policy for completed business combinations (purchase method, acquisition method or combination of entities under common control). This accounting policy may include a general discussion of the purchase method or acquisition method of accounting (including for example, the treatment accorded contingent consideration, the identification of assets and liabilities, the purchase price allocation process, how the fair values of acquired assets and liabilities are determined) and the entity's specific application thereof. An entity that acquires another entity in a leveraged buyout transaction generally discloses the accounting policy followed by the acquiring entity in determining the basis used to value its interest in the acquired entity, and the rationale for that accounting policy.
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- DefinitionDisclosure of accounting policy for reporting when there is a substantial doubt about an entity's ability to continue as a going concern for a reasonable period of time (generally a year from the balance sheet date). Disclose: (a) pertinent conditions and events giving rise to the assessment of substantial doubt about the entity's ability to continue as a going concern for a reasonable period of time, (b) the possible effects of such conditions and events, (c) management's evaluation of the significance of those conditions and events and any mitigating factors, (d) possible discontinuance of operations, (e) management's plans (including relevant prospective financial information), and (f) information about the recoverability or classification of recorded asset amounts or the amounts or classification of liabilities. If management's plans alleviate the substantial doubt about the entity's ability to continue as a going concern, disclosure of the principal conditions and events that initially raised the substantial doubt about the entity's ability to continue as a going concern would be expected to be considered. Disclose whether operations for the current or prior years generated sufficient cash to cover current obligations, whether waivers were obtained from creditors relating to the company's default under the provisions of debt agreements and possible effects of such conditions and events, such as: whether there is a possible need to obtain additional financing (debt or equity) or to liquidate certain holdings to offset future cash flow deficiencies. Disclose appropriate parent company information when parent is dependent upon remittances from subsidiaries to satisfy its obligations.
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v3.3.1.900
Common Stock and Warrants (Tables)
|
3 Months Ended |
Nov. 30, 2015 |
Common Stock And Warrants Tables |
|
Warrants outstanding and exercisable |
A summary of the Company's
warrants outstanding and exercisable as of November 30, 2015 and August 31, 2015 is as follows:
|
|
Shares of Common Stock Issuable from Warrants Outstanding as of |
|
|
|
|
|
|
Description |
|
November 30,
2015 |
|
|
August 31,
2015 |
|
|
Exercise
Price |
|
|
Expiration |
Series G |
|
|
- |
|
|
|
- |
|
|
$ |
0.64 |
|
|
April 17, 2015 |
Series H |
|
|
3,906 |
|
|
|
3,906 |
|
|
$ |
0.83 |
|
|
February 1, 2016 |
Series I |
|
|
921,875 |
|
|
|
921,875 |
|
|
$ |
1.37 |
|
|
October 7, 2018 |
Series J |
|
|
3,110,378 |
|
|
|
3,110,378 |
|
|
$ |
1.12 |
|
|
November 9, 2019 |
Series K |
|
|
3,110,378 |
|
|
|
3,110,378 |
|
|
$ |
1.20 |
|
|
November 9, 2019 |
Series L |
|
|
500,000 |
|
|
|
500,000 |
|
|
$ |
1.20 |
|
|
March 4, 2020 |
Total |
|
|
7,646,537 |
|
|
|
7,646,537 |
|
|
|
|
|
|
|
|
X |
- DefinitionTabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.
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v3.3.1.900
Stock Options (Tables)
|
3 Months Ended |
Nov. 30, 2015 |
Stock Options Tables |
|
Fair value of each option award |
The Company employs the
following key weighted-average assumptions in determining the fair value of stock options, using the Black-Scholes option pricing
model and the simplified method to estimate the expected term of "plain vanilla" options:
|
|
Year Ended |
|
|
|
August 31, 2015 |
|
Expected dividend yield |
|
|
|
|
Expected stock price volatility |
|
|
137.5 |
% |
Risk-free interest rate |
|
|
1.90 |
% |
Expected term (in years) |
|
|
7.67 |
|
Exercise price |
|
$ |
1.40 |
|
Weighted-average grant date fair-value |
|
$ |
1.33 |
|
|
Stock option activity |
A summary of the Company's
stock option activity for the three months ended November 30, 2015 and 2014 and related information follows:
|
|
Number of Shares Subject to Option Grants |
|
|
Weighted Average Exercise Price ($) |
|
|
Weighted Average Remaining Contractual Term |
|
Aggregate Intrinsic Value ($) |
|
Outstanding at August 31, 2014 |
|
|
1,325,837 |
|
|
|
2.68 |
|
|
|
|
|
|
Grants |
|
|
15,000 |
|
|
|
1.40 |
|
|
|
|
|
|
Forfeitures |
|
|
(73,335 |
) |
|
|
2.46 |
|
|
|
|
|
|
Outstanding at August 31, 2015 |
|
|
1,267,502 |
|
|
|
2.68 |
|
|
|
|
|
|
Forfeitures |
|
|
(16,667 |
) |
|
|
5.94 |
|
|
|
|
|
|
Outstanding at November 30, 2015 |
|
|
1,250,835 |
|
|
|
2.63 |
|
|
7.21 years |
|
$ |
651,292 |
|
Exercisable at November 30, 2015 |
|
|
693,335 |
|
|
|
2.43 |
|
|
6.44 years |
|
$ |
556,417 |
|
Available for grant at November 30, 2015 |
|
|
3,332,498 |
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation cost |
The following table sets
forth the share-based compensation cost resulting from stock option grants, including those previously granted and vesting over
time, that were recorded in the Company's Consolidated Statements of Operations for the three months ended November 30, 2015 and
2014:
|
|
Three Months Ended November 30, |
|
|
|
2015 |
|
|
2014 |
|
Stock Compensation Expense: |
|
|
|
|
|
|
Selling general and administrative expense |
|
$ |
61,556 |
|
|
$ |
154,133 |
|
R&D expense |
|
$ |
1,658 |
|
|
$ |
3,513 |
|
|
Stock options outstanding and exercisable |
The following table summarizes
information about stock options outstanding and exercisable at November 30, 2015:
|
|
|
Stock Options Outstanding |
|
|
Stock Options Exercisable |
|
Range of
Exercise
Prices |
|
|
Number of Shares
Subject to
Outstanding Options |
|
|
Weighted
Average
Contractual
Life (years) |
|
|
Weighted
Average
Exercise
Price |
|
|
Number
of Shares Subject
To Options
Exercise |
|
|
Weighted Average
Remaining
Contractual
Life (Years) |
|
|
Weighted
Average
Exercise
Price |
|
$0.80 |
|
|
|
15,000 |
|
|
|
7.06 |
|
|
$ |
0.80 |
|
|
|
15,000 |
|
|
|
7.06 |
|
|
$ |
0.80 |
|
1.40 |
|
|
|
15,000 |
|
|
|
9.05 |
|
|
|
1.40 |
|
|
|
7,500 |
|
|
|
9.05 |
|
|
|
1.40 |
|
1.65 |
|
|
|
320,000 |
|
|
|
3.98 |
|
|
|
1.65 |
|
|
|
320,000 |
|
|
|
5.77 |
|
|
|
1.65 |
|
2.30 |
|
|
|
2,500 |
|
|
|
6.41 |
|
|
|
2.30 |
|
|
|
2,500 |
|
|
|
6.41 |
|
|
|
2.30 |
|
2.50 |
|
|
|
10,000 |
|
|
|
5.35 |
|
|
|
2.50 |
|
|
|
10,000 |
|
|
|
5.35 |
|
|
|
2.50 |
|
2.55 |
|
|
|
33,334 |
|
|
|
2.78 |
|
|
|
2.55 |
|
|
|
33,334 |
|
|
|
2.78 |
|
|
|
2.55 |
|
2.90 |
|
|
|
805,000 |
|
|
|
8.16 |
|
|
|
2.90 |
|
|
|
255,000 |
|
|
|
8.14 |
|
|
|
2.90 |
|
4.98 |
|
|
|
16,667 |
|
|
|
2.28 |
|
|
|
4.98 |
|
|
|
16,667 |
|
|
|
2.28 |
|
|
|
4.98 |
|
5.94 |
|
|
|
33,334 |
|
|
|
5.07 |
|
|
|
5.94 |
|
|
|
33,334 |
|
|
|
5.07 |
|
|
|
5.94 |
|
Total |
|
|
|
1,250,835 |
|
|
|
7.21 |
|
|
$ |
2.63 |
|
|
|
693,335 |
|
|
|
6.44 |
|
|
$ |
2.43 |
|
|
X |
- DefinitionTabular disclosure of the amount of total share-based compensation cost, including the amounts attributable to each share-based compensation plan and any related tax benefits.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(1) -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901
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v3.3.1.900
Net Loss Per Share (Tables)
|
3 Months Ended |
Nov. 30, 2015 |
Net Loss Per Share Tables |
|
Computation of basic and diluted net loss per share |
Following is the computation
of basic and diluted net loss per share for the three months ended November 30, 2015 and 2014:
|
|
Three Months Ended |
|
|
|
November 30, |
|
|
|
2015 |
|
|
2014 |
|
Basic and Diluted EPS Computation |
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
Loss available to common stockholders' |
|
$ |
(1,323,949 |
) |
|
$ |
(3,259,249 |
) |
Denominator: |
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding |
|
|
26,572,615 |
|
|
|
24,308,495 |
|
Basic and diluted EPS |
|
$ |
(0.05 |
) |
|
$ |
(0.13 |
) |
|
|
|
|
|
|
|
|
|
The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible debt |
|
|
2,541,853 |
|
|
|
3,248,878 |
|
Warrants issuable upon conversion of debt (See "NOTE 2 - Convertible Promissory Note" above) |
|
|
2,541,853 |
|
|
|
3,248,878 |
|
Warrants |
|
|
7,646,537 |
|
|
|
9,518,851 |
|
Stock options |
|
|
1,250,835 |
|
|
|
1,314,170 |
|
Total shares not included in the computation of diluted losses per share |
|
|
13,981,078 |
|
|
|
17,330,777 |
|
|
X |
- DefinitionTabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations.
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Basis of Presentation, Organization, Recent Accounting Pronouncements and Going Concern (Details Narrative) - USD ($)
|
Nov. 30, 2015 |
Aug. 31, 2015 |
Nov. 30, 2014 |
Aug. 31, 2014 |
Organization And Going Concern Details Narrative |
|
|
|
|
Accumulated deficit |
$ 30,362,963
|
$ 29,039,014
|
|
|
Cash and cash equivalents |
$ 169,057
|
$ 228,465
|
$ 255,966
|
$ 785,237
|
X |
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Debt (Details Narrative) - USD ($)
|
3 Months Ended |
Nov. 30, 2015 |
Nov. 30, 2014 |
Interest expense |
$ 70,567
|
$ 55,727
|
Accretion of debt discount |
662,766
|
2,457,910
|
Convertible Promissory Note [Member] |
|
|
Interest expense |
59,732
|
55,727
|
Accretion of debt discount |
656,250
|
$ 2,457,910
|
Bridge Loan [Member] |
|
|
Interest expense |
10,835
|
|
Accretion of debt discount |
$ 6,516
|
|
X |
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Common Stock and Warrants (Details) - $ / shares
|
3 Months Ended |
|
Nov. 30, 2015 |
Aug. 31, 2015 |
Shares of Common Stock Issuable from Warrants |
7,646,537
|
7,646,537
|
Series J [Member] |
|
|
Shares of Common Stock Issuable from Warrants |
|
3,110,378
|
Series K [Member] |
|
|
Shares of Common Stock Issuable from Warrants |
|
3,110,378
|
Series L [Member] |
|
|
Shares of Common Stock Issuable from Warrants |
|
500,000
|
Series G [Member] |
|
|
Shares of Common Stock Issuable from Warrants |
|
|
Exercise Price |
$ 0.64
|
|
Expiration |
Apr. 17, 2015
|
|
Series H [Member] |
|
|
Shares of Common Stock Issuable from Warrants |
3,906
|
3,906
|
Exercise Price |
$ 0.83
|
|
Expiration |
Feb. 01, 2016
|
|
Series I [Member] |
|
|
Shares of Common Stock Issuable from Warrants |
921,875
|
921,875
|
Exercise Price |
$ 1.37
|
|
Expiration |
Oct. 07, 2018
|
|
Series J [Member] |
|
|
Shares of Common Stock Issuable from Warrants |
3,110,378
|
|
Exercise Price |
$ 1.12
|
|
Expiration |
Nov. 09, 2019
|
|
Series K [Member] |
|
|
Shares of Common Stock Issuable from Warrants |
3,110,378
|
|
Exercise Price |
$ 1.2
|
|
Expiration |
Nov. 09, 2019
|
|
Series L [Member] |
|
|
Shares of Common Stock Issuable from Warrants |
500,000
|
|
Exercise Price |
$ 1.2
|
|
Expiration |
Mar. 04, 2020
|
|
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v3.3.1.900
Common Stock and Warrants (Details Narrative) - USD ($)
|
3 Months Ended |
|
Nov. 30, 2015 |
Nov. 30, 2014 |
Aug. 31, 2015 |
Common stock, shares authorized |
300,000,000
|
|
300,000,000
|
Common stock, par value |
$ 0.001
|
|
$ 0.001
|
Common stock, shares outstanding |
26,572,615
|
|
26,572,615
|
Amount received upon the exercise of warrants |
|
$ 3,242
|
|
Series H [Member] |
|
|
|
Common stock, shares issued during period |
1,751,216
|
|
|
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$ 1,453,514
|
|
|
Series G [Member] |
|
|
|
Common stock, shares issued during period |
454,787
|
|
|
Warrants exercised |
625,000
|
|
|
2006 Long-Term Incentive Plan [Member] |
|
|
|
Common stock, shares authorized |
300,000,000
|
|
|
Common stock, par value |
$ 0.001
|
|
|
Common stock, shares outstanding |
26,572,615
|
|
|
Stock reserved |
3,332,498
|
|
|
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v3.3.1.900
Stock Options (Details 1) - USD ($)
|
3 Months Ended |
12 Months Ended |
Nov. 30, 2015 |
Nov. 30, 2014 |
Aug. 31, 2015 |
Number of Options |
|
|
|
Outstanding Beginning |
|
1,325,837
|
1,325,837
|
Grants |
|
15,000
|
|
Forfeitures |
(16,667)
|
(73,335)
|
|
Outstanding Ending |
1,250,835
|
1,267,502
|
|
Exercisable Ending |
693,335
|
|
|
Available for grant Ending |
3,332,498
|
|
|
Weighted Average Exercise Price ($) |
|
|
|
Weighted-average exercise price Beginning |
|
$ 2.68
|
$ 2.68
|
Grants |
|
1.40
|
$ 1.40
|
Forfeitures |
$ 5.94
|
2.46
|
|
Weighted-average exercise price Ending |
2.63
|
$ 2.68
|
|
Exercisable Ending |
$ 2.43
|
|
|
Weighted Average Remaining Contractual Term |
|
|
|
Outstanding Ending |
7 years 2 months 16 days
|
|
|
Exercisable Ending |
6 years 5 months 9 days
|
|
|
Aggregate Intrinsic Value ($) |
|
|
|
Outstanding Ending |
$ 651,292
|
|
|
Exercisable Ending |
$ 556,417
|
|
|
X |
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v3.3.1.900
Stock Options (Details 3) - $ / shares
|
3 Months Ended |
|
|
Nov. 30, 2015 |
Nov. 30, 2014 |
Aug. 31, 2014 |
Number of Shares Subject to Outstanding Options |
1,250,835
|
1,267,502
|
1,325,837
|
Weighted average contractural life (years) |
7 years 2 months 16 days
|
|
|
Weighted-average exercise price |
$ 2.63
|
$ 2.68
|
$ 2.68
|
Number of Shares Subject to options exercisable |
693,335
|
|
|
Weighted average contractural life (years) of options exercisable |
6 years 5 months 9 days
|
|
|
Weighted-average exercise price of options exercisable |
$ 2.43
|
|
|
$0.80 Per Share [Member] |
|
|
|
Number of Shares Subject to Outstanding Options |
15,000
|
|
|
Weighted average contractural life (years) |
7 years 22 days
|
|
|
Weighted-average exercise price |
$ 0.80
|
|
|
Number of Shares Subject to options exercisable |
15,000
|
|
|
Weighted average contractural life (years) of options exercisable |
7 years 22 days
|
|
|
Weighted-average exercise price of options exercisable |
$ 0.80
|
|
|
$1.40 Per Share [Member] |
|
|
|
Number of Shares Subject to Outstanding Options |
15,000
|
|
|
Weighted average contractural life (years) |
9 years 18 days
|
|
|
Weighted-average exercise price |
$ 1.40
|
|
|
Number of Shares Subject to options exercisable |
7,500
|
|
|
Weighted average contractural life (years) of options exercisable |
9 years 18 days
|
|
|
Weighted-average exercise price of options exercisable |
$ 1.40
|
|
|
$1.65 Per Share [Member] |
|
|
|
Number of Shares Subject to Outstanding Options |
320,000
|
|
|
Weighted average contractural life (years) |
3 years 11 months 23 days
|
|
|
Weighted-average exercise price |
$ 1.65
|
|
|
Number of Shares Subject to options exercisable |
320,000
|
|
|
Weighted average contractural life (years) of options exercisable |
5 years 9 months 7 days
|
|
|
Weighted-average exercise price of options exercisable |
$ 1.65
|
|
|
$2.30 Per Share [Member] |
|
|
|
Number of Shares Subject to Outstanding Options |
2,500
|
|
|
Weighted average contractural life (years) |
6 years 4 months 28 days
|
|
|
Weighted-average exercise price |
$ 2.30
|
|
|
Number of Shares Subject to options exercisable |
2,500
|
|
|
Weighted average contractural life (years) of options exercisable |
6 years 4 months 28 days
|
|
|
Weighted-average exercise price of options exercisable |
$ 2.30
|
|
|
$2.50 Per Share [Member] |
|
|
|
Number of Shares Subject to Outstanding Options |
10,000
|
|
|
Weighted average contractural life (years) |
5 years 4 months 6 days
|
|
|
Weighted-average exercise price |
$ 2.50
|
|
|
Number of Shares Subject to options exercisable |
10,000
|
|
|
Weighted average contractural life (years) of options exercisable |
5 years 4 months 6 days
|
|
|
Weighted-average exercise price of options exercisable |
$ 2.50
|
|
|
$2.55 Per Share [Member] |
|
|
|
Number of Shares Subject to Outstanding Options |
33,334
|
|
|
Weighted average contractural life (years) |
2 years 9 months 11 days
|
|
|
Weighted-average exercise price |
$ 2.55
|
|
|
Number of Shares Subject to options exercisable |
33,334
|
|
|
Weighted average contractural life (years) of options exercisable |
2 years 9 months 11 days
|
|
|
Weighted-average exercise price of options exercisable |
$ 2.55
|
|
|
$2.90 Per Share [Member] |
|
|
|
Number of Shares Subject to Outstanding Options |
805,000
|
|
|
Weighted average contractural life (years) |
8 years 1 month 28 days
|
|
|
Weighted-average exercise price |
$ 2.90
|
|
|
Number of Shares Subject to options exercisable |
255,000
|
|
|
Weighted average contractural life (years) of options exercisable |
8 years 1 month 21 days
|
|
|
Weighted-average exercise price of options exercisable |
$ 2.90
|
|
|
$4.98 Per Share [Member] |
|
|
|
Number of Shares Subject to Outstanding Options |
16,667
|
|
|
Weighted average contractural life (years) |
2 years 3 months 11 days
|
|
|
Weighted-average exercise price |
$ 4.98
|
|
|
Number of Shares Subject to options exercisable |
16,667
|
|
|
Weighted average contractural life (years) of options exercisable |
2 years 3 months 11 days
|
|
|
Weighted-average exercise price of options exercisable |
$ 4.98
|
|
|
$5.94 Per Share [Member] |
|
|
|
Number of Shares Subject to Outstanding Options |
33,334
|
|
|
Weighted average contractural life (years) |
5 years 26 days
|
|
|
Weighted-average exercise price |
$ 5.94
|
|
|
Number of Shares Subject to options exercisable |
33,334
|
|
|
Weighted average contractural life (years) of options exercisable |
5 years 26 days
|
|
|
Weighted-average exercise price of options exercisable |
$ 5.94
|
|
|
X |
- DefinitionNumber of options outstanding, including both vested and non-vested options.
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v3.3.1.900
Stock Options (Details Narrative) - USD ($)
|
3 Months Ended |
|
Nov. 30, 2015 |
Aug. 31, 2015 |
Stock option available for grant shares |
3,332,498
|
|
Closing stock option exercise price |
$ 3.05
|
|
Stock option outstanding |
1,200,834
|
|
Stock based compensation unrecognized |
$ 219,665
|
|
Expected period for recognition |
2 years 3 months
|
|
2006 Incentive Stock Option Plan [Member] |
|
|
Stock option approved |
|
5,000,000
|
Stock option available for grant shares |
|
3,332,498
|
Stock option exercise |
|
326,667
|
X |
- DefinitionUnrecognized cost of unvested options awarded to employees as compensation.
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v3.3.1.900
Net Loss Per Share (Details) - USD ($)
|
3 Months Ended |
12 Months Ended |
Nov. 30, 2015 |
Nov. 30, 2014 |
Aug. 31, 2015 |
Numerator: |
|
|
|
Loss available to common stockholders' |
$ (1,323,949)
|
$ (3,259,249)
|
$ (8,092,744)
|
Denominator: |
|
|
|
Weighted average number of common shares outstanding |
26,572,615
|
24,308,495
|
|
Basic and diluted EPS |
$ (0.05)
|
$ (0.13)
|
|
The shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented: |
|
|
|
Convertible debt |
2,541,853
|
3,248,878
|
|
Warrants issuable upon conversion of debt |
2,541,853
|
3,248,878
|
|
Warrants |
7,646,537
|
9,518,851
|
|
Stock options |
1,250,835
|
1,314,170
|
|
Total shares not included in the computation of diluted losses per share |
13,981,078
|
17,330,777
|
|
X |
- DefinitionThe number of shares issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or payments in the period.
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v3.3.1.900
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