UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-Q
(Mark
One)
þ QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended September 30, 2015
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from______________to______________
Commission
file number: 000-26020
VERITEQ CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
Delaware |
|
43-1641533 |
(State
or Other Jurisdiction of
Incorporation or Organization) |
|
(I.R.S. Employer
Identification Number) |
|
|
|
3333 S. Congress
Avenue,
Suite 401, Delray Beach, Florida |
|
33445 |
(Address of Principal
Executive Offices) |
|
(Zip Code) |
(561)
846-7000
Registrant’s
Telephone Number, Including Area Code
N/A
(Former
Name, Former Address and Formal Fiscal Year, if Changed Since Last Report)
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No þ
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes ☐ No þ
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act (check one).
Large
accelerated filer ☐ |
Accelerated
filer ☐ |
Non-accelerated
filer ☐ |
Smaller
reporting company þ |
|
|
(Do not check if
smaller reporting company) |
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ No ☐
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Class |
|
March
11, 2016 |
Common
Stock, $0.00001 par value per share |
|
250,723,718
shares |
VERITEQ
CORPORATION AND SUBSIDIARIES
TABLE
OF CONTENTS
|
|
Page |
|
PART I – Financial Information |
|
|
|
Item 1. |
Financial Statements
(unaudited): |
|
|
Condensed Consolidated Balance Sheets – As
of September 30, 2015 and December 31, 2014 |
3 |
|
Condensed Consolidated Statements of Operations
– Three and Nine Months ended September 30, 2015 and 2014 |
4 |
|
Condensed Consolidated Statement of Changes
in Stockholders’ Deficit – For the nine months ended September 30, 2015 |
5 |
|
Condensed Consolidated Statements of Cash Flows
– Nine Months ended September 30, 2015 and 2014 |
6 |
|
Notes to Condensed Consolidated Financial Statements |
7 |
Item 2. |
Management’s Discussion and Analysis of
Financial Condition and Results of Operations |
19 |
Item 3. |
Quantitative and Qualitative Disclosures About
Market Risk |
26 |
Item 4. |
Controls and Procedures |
26 |
|
|
|
|
PART II – Other Information |
Item 1. |
Legal Proceedings |
27 |
Item 1A. |
Risk Factors |
27 |
Item 2. |
Unregistered Sales of Equity Securities and
Use of Proceeds |
27 |
Item 5. |
Other Information |
27 |
Item 6. |
Exhibits |
27 |
|
Signature |
28 |
VERITEQ
CORPORATION AND SUBSIDIARIES
PART I –
FINANCIAL INFORMATION
Item
1. Financial Statements
Condensed
Consolidated Balance Sheets
(in
thousands, except par value)
| |
September 30, 2015 | | |
December 31, 2014 | |
| |
(unaudited) | | |
| |
ASSETS | |
| | |
| |
Current assets: | |
| | |
| |
Cash | |
$ | 3 | | |
$ | 77 | |
Restricted cash | |
| 12 | | |
| 12 | |
Accounts receivable | |
| - | | |
| 11 | |
Inventory | |
| - | | |
| 2 | |
Other current assets | |
| 12 | | |
| 84 | |
Total current assets | |
| 27 | | |
| 186 | |
| |
| | | |
| | |
Property and equipment, net | |
| 26 | | |
| 35 | |
Other assets | |
| 54 | | |
| 54 | |
Intangible assets, net | |
| 973 | | |
| 1,470 | |
Total assets | |
$ | 1,080 | | |
$ | 1,745 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS' DEFICIT | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable | |
$ | 1,275 | | |
$ | 1,141 | |
Accrued expenses (including $1,341 and $1,171 to related parties) | |
| 3,221 | | |
| 2,511 | |
Notes payable, current portion, net of discounts (including $966 and $152 to related parties) | |
| 4,811 | | |
| 2,480 | |
Liabilities for conversion options of convertible notes | |
| 6,246 | | |
| 930 | |
Subordinated debt with an embedded conversion option, at fair value | |
| 490 | | |
| 316 | |
Total current liabilities | |
| 16,043 | | |
| 7,378 | |
| |
| | | |
| | |
Notes payable, net of discount | |
| - | | |
| 286 | |
Warrant liabilities at fair value | |
| 2,086 | | |
| 534 | |
Estimated royalty obligations | |
| 440 | | |
| 440 | |
Total liabilities | |
| 18,569 | | |
| 8,638 | |
| |
| | | |
| | |
Commitments and contingencies (note 10) | |
| | | |
| | |
| |
| | | |
| | |
Series D preferred stock ($0.01 par value; 1,841 shares outstanding) | |
| 1,841 | | |
| 1,841 | |
| |
| | | |
| | |
Stockholders' deficit: | |
| | | |
| | |
Preferred stock ($0.01 par value; 5 million shares authorized; 0 issued and outstanding | |
| - | | |
| - | |
Common stock ($0.00001 par value; 100 billion shares authorized; 250,724 and * shares issued and outstanding) | |
| 3 | | |
| - | |
Additional paid-in capital | |
| 22,106 | | |
| 15,000 | |
Accumulated deficit | |
| (41,439 | ) | |
| (23,734 | ) |
Total stockholders' deficit | |
| (19,330 | ) | |
| (8,734 | ) |
Total liabilities and stockholders' deficit | |
$ | 1,080 | | |
$ | 1,745 | |
* |
At
December 31, 2014 the Company had 30 shares (unrounded) outstanding after giving retroactive effect to the reverse splits
of 1:1,000 on February 11, 2015 and 1:10,000 on July 29, 2015 |
The
accompanying notes are an integral part of these condensed consolidated financial statements.
VERITEQ
CORPORATION AND SUBSIDIARIES
Condensed
Consolidated Statements of Operations (unaudited)
(in
thousands, except per share data)
| |
Three Months Ended September 30, | | |
Nine Months Ended September 30, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
Sales | |
$ | 4 | | |
$ | 44 | | |
$ | 287 | | |
$ | 139 | |
Cost of goods sold, exclusive of depreciation and amortization shown separately below | |
| 3 | | |
| 11 | | |
| 124 | | |
| 57 | |
Gross profit | |
| 1 | | |
| 33 | | |
| 163 | | |
| 82 | |
| |
| | | |
| | | |
| | | |
| | |
Operating Expenses: | |
| | | |
| | | |
| | | |
| | |
Selling, general and administrative expenses | |
| 6,941 | | |
| 1,444 | | |
| 8,789 | | |
| 3,913 | |
Development expenses | |
| 53 | | |
| 98 | | |
| 157 | | |
| 237 | |
Asset impairment charge | |
| - | | |
| - | | |
| 380 | | |
| - | |
Depreciation and amortization expense | |
| 29 | | |
| 150 | | |
| 122 | | |
| 448 | |
Total operating expenses | |
| 7,023 | | |
| 1,692 | | |
| 9,448 | | |
| 4,598 | |
| |
| | | |
| | | |
| | | |
| | |
Operating loss | |
| (7,022 | ) | |
| (1,659 | ) | |
| (9,285 | ) | |
| (4,516 | ) |
Other (expenses) income | |
| | | |
| | | |
| | | |
| | |
Interest expense | |
| (901 | ) | |
| (492 | ) | |
| (1,591 | ) | |
| (2,084 | ) |
Change in fair value of derivative
and other fair valued instruments, net | |
| (4,173 | ) | |
| 1,258 | | |
| (6,835 | ) | |
| 4,836 | |
Other income (expense) | |
| - | | |
| - | | |
| 6 | | |
| (62 | ) |
Total other (expense) income | |
| (5,074 | ) | |
| 766 | | |
| (8,420 | ) | |
| 2,690 | |
| |
| | | |
| | | |
| | | |
| | |
Loss before income taxes | |
| (12,096 | ) | |
| (893 | ) | |
| (17,705 | ) | |
| (1,826 | ) |
Income tax benefit | |
| - | | |
| - | | |
| - | | |
| - | |
Net loss | |
$ | (12,096 | ) | |
$ | (893 | ) | |
$ | (17,705 | ) | |
$ | (1,826 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net loss per common share - | |
| | | |
| | | |
| | | |
| | |
Basic and diluted | |
$ | (0.09 | ) | |
$ | (173,963 | ) | |
$ | (0.39 | ) | |
$ | (727,690 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted average common shares outstanding - | |
| | | |
| | | |
| | | |
| | |
Basic and diluted | |
| 133,772 | | |
| 0.0051 | | |
| 45,150 | | |
| 0.0025 | |
The accompanying notes are an integral
part of these condensed consolidated financial statements.
VERITEQ
CORPORATION AND SUBSIDIARIES
Condensed
Consolidated Statement of Changes in Stockholders’ Deficit
For
the Nine Months Ended September 30, 2015
(in
thousands)
|
| Preferred Stock | |
Common Stock |
| Additional Paid-in | |
| Accumulated | |
| Total Stockholders' | |
|
| Number | |
| Amount | |
Number | |
| Amount | |
| Capital | |
| Deficit | |
| Deficit | |
Balance at December 31, 2014 |
| - | |
$ | - | |
* | |
$ | - | |
$ | 15,000 | |
$ | (23,734 | ) |
$ | (8,734 | ) |
Net loss |
| - | |
| - | |
- | |
| - | |
| - | |
| (17,705 | ) |
| (17,705 | ) |
Issuance of common stock for partial conversion of notes payable and accrued interest |
| - | |
| - | |
488 | |
| - | |
| 658 | |
| - | |
| 658 | |
Sale of common stock to related parties |
| | |
| | |
1 | |
| | |
| 20 | |
| | |
| 20 | |
Stock options issued to employees |
| | |
| | |
| |
| | |
| 5,346 | |
| - | |
| 5,346 | |
Issuance of restricted stock to officers and directors |
| | |
| | |
250,000 | |
| 3 | |
| 871 | |
| - | |
| 874 | |
Settlement of liabilities with related party |
| | |
| | |
11 | |
| | |
| 32 | |
| - | |
| 32 | |
Issuance of common stock for cashless exercise of warrants |
| - | |
| - | |
224 | |
| - | |
| 11 | |
| - | |
| 11 | |
Reclassification of conversion option liabilities upon conversion of notes payable |
| - | |
| - | |
- | |
| - | |
| 168 | |
| - | |
| 168 | |
Balance at September 30, 2015 (unaudited) |
| - | |
| - | |
250,724 | |
| 3 | |
| 22,106 | |
| (41,439 | ) |
| (19,330 | ) |
* |
At December 31, 2014 the Company had 30 shares (unrounded) outstanding after giving retroactive effect to the reverse splits of
1:1,000 on February 11, 2015 and 1:10,000 on July 29, 2015 |
The
accompanying notes are an integral part of these condensed consolidated financial statements.
VERITEQ
CORPORATION AND SUBSIDIARIES
Condensed
Consolidated Statements of Cash Flows (unaudited)
(in
thousands)
| |
For the Nine Months Ended September 30, | |
| |
2015 | | |
2014 | |
Cash flows from operating activities: | |
| | | |
| | |
Net loss | |
$ | (17,705 | ) | |
$ | (1,826 | ) |
Adjustments to reconcile net loss to net cash used in operating activites: | |
| | | |
| | |
Stock-based compensation | |
| 6,220 | | |
| 565 | |
Deprecation and amortization | |
| 122 | | |
| 448 | |
Non-cash interest charges | |
| 1,328 | | |
| 2,004 | |
Asset impairment charge | |
| 380 | | |
| - | |
Issuance of common stock for services | |
| - | | |
| 337 | |
Change in fair value of subordinated convertible debt | |
| 174 | | |
| (2,726 | ) |
Change in fair value of conversion options embedded in convertible notes | |
| 5,098 | | |
| (3,404 | ) |
Change in fair value of warrants | |
| 1,563 | | |
| 1,294 | |
Gain on extinguishment of debt | |
| (9 | ) | |
| - | |
Loss on disposal of fixed assets | |
| 4 | | |
| - | |
Loss on settlement of other receivable | |
| - | | |
| 56 | |
Increase (decrease) in cash attributable to changes in operating assets and liabilities: | |
| | | |
| | |
Accounts payable and accrued expenses | |
| 1,804 | | |
| 1,213 | |
Other receivable | |
| - | | |
| 115 | |
Other current assets | |
| 28 | | |
| 47 | |
Accounts receivable | |
| 11 | | |
| (24 | ) |
Other assets | |
| - | | |
| (37 | ) |
Net cash used in operating activities | |
| (982 | ) | |
| (1,938 | ) |
| |
| | | |
| | |
Cash flows from investing activities: | |
| | | |
| | |
Purchases of property and equipment | |
| (1 | ) | |
| (20 | ) |
Net cash used in investing activities | |
| (1 | ) | |
| (20 | ) |
| |
| | | |
| | |
Cash flows from financing activities: | |
| | | |
| | |
Proceeds from the issuance of convertible notes payable and warrants | |
| 984 | | |
| 1,354 | |
Proceeds from the issuance of related party notes and advances | |
| 137 | | |
| 235 | |
Repayment of convertible notes | |
| (95 | ) | |
| (400 | ) |
Repayment of related party notes and advances | |
| (137 | ) | |
| (90 | ) |
Proceeds from the issuance of common stock to related parties | |
| 20 | | |
| - | |
Decrease in restricted cash | |
| - | | |
| 870 | |
Net cash provided by financing activities | |
| 909 | | |
| 1,969 | |
| |
| | | |
| | |
Net (decrease) increase in cash | |
| (74 | ) | |
| 11 | |
Cash and cash equivalents - beginning of period | |
| 77 | | |
| 13 | |
Cash and cash equivalents - end of period | |
$ | 3 | | |
$ | 24 | |
The
accompanying notes are an integral part of these condensed consolidated financial statements.
VERITEQ
CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited)
September
30, 2015
1.
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SELECTED SIGNIFICANT ACCOUNTING POLICIES
Organization
and Basis of Presentation
These
unaudited condensed consolidated financial statements and notes thereto include the financial statements of VeriTeQ Corporation
(“VC”), a Delaware corporation, and its wholly-owned subsidiary, VeriTeQ Acquisition Corporation (“VAC”),
a Florida corporation. VC, VAC and VAC’s inactive VTQ IP Holding Corporation and PositiveID Animal Health Corporation subsidiaries
are referred to together as “VeriTeQ” or “the Company.” The Company’s business was comprised of
ongoing efforts to provide implantable medical device identification.
The
accompanying unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited
consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2014. These condensed consolidated interim financial statements have been prepared in accordance the instructions to Form
10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”) and therefore
omit or condense certain footnotes and other information normally included in consolidated interim financial statements prepared
in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany
balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, all adjustments
(consisting of normal recurring adjustments) considered necessary for the fair presentation of the condensed consolidated interim
financial statements have been made. Results of operations reported for interim periods may not be indicative of the results for
the entire year.
In
addition, certain prior year balances have been reclassified to conform to the current presentation. Specifically, the Change
in fair value of convertible debt with embedded option feature, Change in fair value of conversion option of the convertible notes
and Change in fair value of warrant liabilities for the three and nine months ended September 30, 2014, which had been reflected
as separate line items in the consolidated statements of operations, are now reflected in Change in fair value of derivative and
other fair valued instruments in the accompanying consolidated statements of operations.
Going
Concern
The
accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which
contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has incurred
significant operating losses since its inception on December 14, 2011 and had a working capital deficit and accumulated deficit
at September 30, 2015 of $16.0 million and $41.4 million, respectively. The Company’s cash position is critically deficient,
and payments essential to the Company’s ability to operate are not being made in the ordinary course of business. Failure
to raise capital in the coming days to fund the Company’s operations and failure to generate positive cash flow to fund
such operations in the future will have a material adverse effect on the Company’s financial condition. These factors raise
substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements
do not include any adjustments to the classification of recorded asset amounts or the amounts and classification of liabilities
that might result from this uncertainty. The auditor’s report on the Company’s financial statements for the years
ended December 31, 2014 and 2013 expressed substantial doubt about the Company’s ability to continue as a going concern.
The
Company needs to raise additional funds immediately and continue to raise funds until it begins to generate sufficient cash from
operations, and it may not be able to obtain the necessary financing on acceptable terms, or at all. During the nine months ended
September 30, 2015, the Company raised approximately $0.9 million, net of repayments, from the sale of convertible promissory
notes (see note 4).
On
October 19, 2015, the Company received a default notice from its senior lender demanding repayment of approximately $2.1 million
of indebtedness, secured by substantially all of the Company’s assets, which the Company was unable to repay. The Company
also received a Notice of Disposition of Collateral advising the Company that the senior lender, acting as collateral agent, intended
to sell the assets at auction. On November 4, 2015, the Company’s assets were sold at auction for the sum of $1 million,
which was credited against the Company’s outstanding senior debt (see note 12).
As of the date of this report, the
Company has ceased its business operations. The Company currently intends to attempt to acquire, merge or combine with and/or
acquire the operating assets of an operating business (see note 12).
VERITEQ
CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited)
September
30, 2015
Reverse
Stock Splits and Change in Par Value of Common Stock
On
December 18, 2014, an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse split
of all of the outstanding shares of the Company’s common stock at a ratio of 1 for 1,000 was approved by the Company’s
Stockholders. The Certificate of Amendment became effective on February 11, 2015, and at that time each 1,000 shares of outstanding
common stock of the Company was combined and automatically converted into one share of the Company’s common stock, with
a par value of $0.00001 per share (the “February 2015 Reverse Stock Split”). In addition, the conversion and exercise
prices of all of the Company’s outstanding preferred stock, common stock purchase warrants, stock options and convertible
notes payable were proportionately adjusted at the 1:1,000 reverse split ratio consistent with the terms of such instruments.
No fractional shares were issued as a result of the February 2015 Reverse Stock Split, and shareholders received a cash payment
in lieu of such fractional shares that they would otherwise be entitled.
Also
on December 18, 2014, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate
of Incorporation to (i) reduce the par value of the Company’s common stock from $0.01 per share to $0.00001 per share; and
(ii) increase the number of shares of common stock that the Company is authorized to issue from 500 million to 10 billion. This
amendment became effective on December 18, 2014.
On
July 29, 2015, another amendment to the Company’s Amended and Restated Certificate of Incorporation became effective to
implement a 1-for-10,000 reverse stock split (the “July 2015 Reverse Stock Split”) of the Company’s common stock.
As a result, each 10,000 shares of the Company’s issued and outstanding common stock automatically, and without any action
on the part of the respective holders, were combined and converted into one issued and outstanding share of common stock. The
July 2015 Reverse Stock Split resulted in a reduction in the number of issued and outstanding shares of the Company’s common
stock from approximately 4.4 billion to approximately 446,000. The July 2015 Reverse Stock Split affected all issued and outstanding
shares of the Company's common stock, as well as all common stock underlying convertible notes, warrants, convertible preferred
stock and stock options outstanding immediately prior to the July 2015 Reverse Stock Split. The amendment also increased the number
of shares of common stock that the Company is authorized to issue from 10 billion to 100 billion. The Amendment was approved by
the Company’s Board of Directors and ratified by the Company’s stockholders on May 26, 2015.
All
share, per share and capital stock amounts as of September 30, 2015 and December 31, 2014, and for the three and nine months ended
September 30, 2015 and 2014 have been retroactively restated to give effect to the July 2015 Reverse Stock Split, the February
2015 Reverse Stock Split and the change in the par value of the Company’s common stock.
Use
of Estimates
The
preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of
the consolidated financial statements and the reported amounts of revenues and expenses during the year. Actual results could
be affected by those estimates. Included in these estimates are assumptions used in determining the lives and valuation of long-lived
assets, in valuation models used in estimating the fair value of certain promissory notes, warrants, embedded conversion options,
stock-based compensation and in determining valuation allowances for deferred tax assets.
Property
and Equipment
Property
and equipment consists primarily of machinery and computer equipment and is stated at cost less accumulated depreciation. Depreciation
expense is computed using the straight-line method over the estimated useful life of the related assets, generally ranging from
3 to 10 years. Depreciation expense for the three and nine months ended September 30, 2015 was approximately $2,000 and $6,000,
respectively. Depreciation for the three and nine months ended September 30, 2014 was approximately $1,000 and $2,000, respectively.
VERITEQ
CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited)
September
30, 2015
Intangible
Assets
The
Company’s intangible assets (see note 2) are amortized on a straight-line basis over their expected economic lives ranging
from 7 to 14 years. The lives were determined based upon the expected use of the asset, the ability to extend or renew patents,
trademarks and other contractual provisions associated with the asset, the stability of the industry, expected changes in and
replacement value of distribution networks and other factors deemed appropriate. The Company reviews its intangible assets and
other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset
may not be fully recoverable. If an impairment indicator is present, the Company evaluates recoverability by a comparison of the
carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the carrying value
of the asset exceeds the projected undiscounted cash flows, the Company is required to estimate the fair value of the asset and
recognize an impairment charge to the extent that the carrying value of the asset exceeds its estimated fair value. The Company
recorded an impairment charge of $0.4 million for the three and nine months ended September 30, 2015 and did not record any impairment
charges during the three and nine months ended September 30, 2014.
Revenue
Recognition
Product
revenue is recognized at the time product is shipped and title has transferred, provided that a purchase order has been received
or a contract has been executed, there are no uncertainties regarding customer acceptance, the sales price is fixed and determinable
and collectability is deemed probable. Cost of products sold is recorded as the related revenue is recognized.
Income
Taxes
The
Company recognizes deferred tax liabilities and assets based on the temporary differences between the financial statement and
tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates
in effect for the year in which the differences are expected to affect taxable income. Temporary differences between taxable income
reported for financial reporting purposes and income tax purposes consist primarily of timing differences such as amortization
of intangible assets, deferred officers' compensation and stock-based compensation. A valuation allowance is provided against
net deferred tax assets when the Company determines it is more likely than not that it will fail to generate sufficient taxable
income to be able to realize the deferred tax assets.
In
accordance with U.S. GAAP, the Company is required to determine whether a tax position of the Company is more likely than not
to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation
processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of
benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Derecognition of a tax benefit previously
recognized could result in the Company recording a tax liability that would reduce net assets. Based on its analysis, the Company
has determined that it has not incurred any liability for unrecognized tax benefits as of September 30, 2015 and December 31,
2014.
Concentration
All
of the Company’s revenue and accounts receivable are from a single customer, Establishment Labs, SA.
Loss
per Common Share and Common Share Equivalent
Basic
loss per share excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number
of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if securities
or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock
that then shared in the income of the Company. The following securities were excluded in the computation of dilutive loss per
share for the nine months ended September 30, 2015 and 2014 because their inclusion would have been anti-dilutive:
| |
2015 | | |
2014 | |
Stock options | |
| 148,500,000 | | |
| - | |
Warrants | |
| 67,180,577 | | |
| 109 | |
Shares issuable upon conversion of preferred stock | |
| 46,964,286 | | |
| - | |
Shares issuable upon conversion of convertible notes payable | |
| 150,713,794 | | |
| 76 | |
| |
| 413,358,657 | | |
| 185 | |
VERITEQ
CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited)
September
30, 2015
Impact
of Recently Issued Accounting Standards
From
time to time, the Financial Accounting Standards Board (the “FASB”) or other standards setting bodies will issue new
accounting pronouncements. Updates to the FASB Accounting Standards Codification (“ASC”) are communicated through
issuance of an Accounting Standards Update (“ASU”).
2.
INTANGIBLE ASSETS
Intangible
assets consist of the following:
| |
September 30, 2015 | | |
December 31, 2014 | |
| |
Gross Carrying | | |
Accumulated | | |
| | |
Gross Carrying | | |
Accumulated | | |
| |
($000's) | |
Amount | | |
Amortization | | |
Total | | |
Amount | | |
Amortization | | |
Total | |
| |
| | |
| | |
| | |
| | |
| | |
| |
Proprietary Technology | |
$ | 1,372 | | |
$ | (399 | ) | |
$ | 973 | | |
$ | 1,500 | | |
$ | (318 | ) | |
$ | 1,182 | |
Customer relationship | |
| 248 | | |
| (248 | ) | |
| - | | |
| 500 | | |
| (212 | ) | |
| 288 | |
| |
$ | 1,620 | | |
$ | (647 | ) | |
$ | 973 | | |
$ | 2,000 | | |
$ | (530 | ) | |
$ | 1,470 | |
As
of September 30, 2015, the Company determined that its customer relationship intangible asset was fully impaired, and that the
fair value of its proprietary technology was $1.0 million (see note 12). As a result, the Company recognized impairment charges
aggregating to $0.4 million to write these assets down to their fair values. Amortization of intangibles charged against income
amounted to $27,000 and $0.1 million for the three-months ended September 30, 2015 and 2014, respectively, and $0.1 million and
$0.4 million for the nine months ended September 30, 2015 and 2014, respectively.
3.
ACCRUED EXPENSES
The
following table summarizes the significant components of accrued expenses:
| |
September 30, 2015 | | |
December 31, 2014 | |
| |
(in thousands) | |
Accrued payroll and payroll related (including $1,217 and $1,060 to related parties) | |
$ | 1,608 | | |
$ | 1,204 | |
Accrued legal | |
| 466 | | |
| 477 | |
Accrued other expenses (including $124 and $111 to related parties) | |
| 1,147 | | |
| 830 | |
Total accrued expenses | |
$ | 3,221 | | |
$ | 2,511 | |
During
the nine months ended September 30, 2015, the Company entered into separate agreements with Scott Silverman, the Company’s
Chief Executive Officer, Randolph Geissler, the Company’s President, Michael Krawitz, the Company’s Chief Legal and
Financial Officer and one other executive officer, (collectively, the “Executive Officers”) whereby each Executive
Officer agreed that certain amounts of accrued but unpaid compensation that each individual was entitled to receive (aggregating
approximately $914,000) would be paid in the form of a convertible promissory note (the “Officer Notes”). In connection
with these agreements, the Company issued Officer Notes to Messrs. Silverman, Geissler, Krawitz and the other executive officer
in the principal amounts of $194,010, $285,000, $384,509 and $50,000, respectively.
VERITEQ
CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited)
September
30, 2015
4.
NOTES PAYABLE
Notes
payable at September 30, 2015 and December 31, 2014 consist of the following:
| |
September 30, 2015 | | |
December 31, 2014 | |
| |
(in thousands) | |
Convertible notes payable with a bifurcated conversion option | |
| 3,785 | | |
| 2,943 | |
Related party and Officer Notes | |
| 1,045 | | |
| 169 | |
Other notes payable | |
| 176 | | |
| 185 | |
Discount on notes payable | |
| (195 | ) | |
| (531 | ) |
| |
| 4,811 | | |
| 2,766 | |
Less current portion | |
| (4,811 | ) | |
| (2,480 | ) |
Non-current notes payable | |
| - | | |
| 286 | |
Convertible
Notes with a Bifurcated Conversion Option
During
the nine months ended September 30, 2015, the Company issued convertible promissory notes in the aggregate principal amount of
$1,086,962, and received net proceeds of $984,106. These notes are generally due one year after the date of issuance, bear interest
at rates of 1% to 12% per annum, and are convertible into shares of common stock at 57% to 61% of the market price of the Company’s
common stock based on the low end of the trading range of the common stock during the 10 to 30 days prior to conversion, depending
on the specific note being converted.
With
respect to the foregoing notes, in the event the Company were to issue or sell, or is deemed to have issued or sold, any shares
of common stock for a consideration per share (the “New Issuance Price”) that is less than the conversion price in
effect immediately prior to such issue or sale or deemed issuance or sale (a “Dilutive Issuance”), then, immediately
after such Dilutive Issuance, the conversion price then in effect is reduced to an amount equal to the New Issuance Price.
In
connection with the issuance of one of the foregoing notes, the Company issued a warrant to purchase 50 shares of the Company’s
common stock at an exercise price of $210 per share, subject to adjustment for stock splits, stock dividends and stock combinations
(the “March 2015 Warrant”). The March 2015 Warrant is exercisable at any time until three years after the date of
issuance. The terms of the warrant provides for a proportional downward adjustment of the exercise price in the event that the
Company issues or sells, or is deemed to have issued or sold, shares of common stock at an issuance price that is less than the
market price of the common stock at the time of issuance, as defined in the warrant agreement. The Company determined that the
fair value of the March 2015 Warrant was de minimus at the date of issuance and at September 30, 2015.
During
the nine months ending September 30, 2015, $597,474 of previously issued convertible notes, along with $10,375 of accrued interest,
were converted into 461,247 shares of the Company’s common stock, and $94,675 of convertible notes were repaid in accordance
with their terms. In connection with the notes converted, approximately $168,000 of the bifurcated option liability was reclassified
into additional paid-in capital. Also during the nine months ending September 30, 2015, the Company entered into a settlement
agreement with one of its convertible noteholders which reduced the outstanding principal balance on their notes by $9,375, which
was recorded as a gain on the settlement of debt and is reflected in other income in the accompanying consolidated statements
of operations for the three and nine months ended September 30, 2015. In addition, the Company received additional notices for
the conversion of $3,860 convertible notes that the Company was unable to honor.
The
Company’s failure to (i) timely file its Quarterly Report on Form 10-Q for the period ending June 30, 2015 with SEC, (ii)
repay certain convertible notes that had reached their maturity date and (iii) honor the foregoing conversion notices, constitute
events of default under the terms of the convertible notes. The terms of some of the convertible notes require that the outstanding
principal amount on the notes increase by as much as 50% in the event of a default. As a result, the Company recorded additional
principal on these notes and a corresponding non-cash interest charge in the amount of $456,684. At September 30, 2015, the outstanding
balance on these convertible notes was $3,785,514.
VERITEQ
CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited)
September
30, 2015
As
more fully described in note 12, on October 19, 2015, the Company received a default notice from its senior lender, acting in
its capacity as collateral agent representing approximately $2.2 million of senior convertible notes with first priority security
interests on the Company’s assets, demanding repayment of these notes. The Company did not have the financial resources
to repay this indebtedness. In conjunction with the default notice, the Company received a Notification of Disposition of Collateral,
advising the Company that the senior lender intended to sell, lease or license the assets securing the senior convertible notes
at a public auction. The auction took place on November 4, 2015 and the senior lender received proceeds of $1.0 million, which
was credited against the Company’s outstanding balance of convertible notes. The remaining outstanding convertible notes
currently accrue default interest at rates ranging from of 18% to 22% per annum, and the holders of the notes retain their right
to convert the outstanding principal plus accrued and unpaid interest into shares of the Company’s common stock in accordance
with the terms of the notes.
Related
Party Notes Payable
On
January 23, 2015, the Company borrowed $45,000 from Scott Silverman, as evidenced by a promissory note (the “2015 Silverman
Note”). The 2015 Silverman Note was payable on demand, and bearing interest at a rate of 5% per annum. Between January 30,
2015 and September 30, 2015, the 2015 Silverman Note was repaid in its entirety, and Mr. Silverman agreed to forgo receiving interest
on the note. During the nine months ending September 30, 2015, the Company also received $21,100 of short-term advances from Mr.
Silverman, which were repaid as of September 30, 2015.
As
discussed in note 3, during the nine months ended September 30, 2015, four of the Company’s executive officers entered into
agreements with the Company whereby certain amounts of accrued but unpaid compensation that each individual was entitled to receive
would be paid in the form of Officer Notes, and the Company issued an aggregate of $913,519 of Officer Notes in satisfaction of
the accrued liabilities. In addition, Mr. Geissler and Mr. Krawitz agreed to have their previously issued and outstanding demand
notes due from the Company, in the principal amounts of $34,000 and $60,000, respectively, converted into separate Officer Notes.
The Officer Notes bear interest at a rate of 5% per annum, with principal and interest due on March 1, 2016.
The
Company has the option to prepay the Officer Notes, in whole or in part, and without premium or penalty, at any time upon 5 business
days’ written notice to the holder. At any time after September 1, 2015, the holder of an Officer Note can convert all or
part of the note into shares of the Company’s common stock at a conversion price equal to the average daily closing price
of the Company’s common stock for the 10 days prior to conversion.
On
April 16, 2014 and May 1, 2014, the Company issued promissory notes to Ned L. Siegel in the principal amount of $30,000 and $20,000,
respectively (collectively, the “Siegel Notes”), with interest accruing at a rate of 9% per annum and with principal
and interest due on these notes one year after their date of issuance. Mr. Siegel was appointed a director of the Company on June
17, 2014, and resigned from the Company’s board of directors on January 28, 2015. On February 27, 2015, the Siegel Notes
were amended to (i) extend the maturity date to March 1, 2016, and (ii) reduce the per share conversion price from $350 to 60%
of the average of the three lowest closing prices of the Company’s common stock for the 10 trading days prior to conversion.
During
the nine months ending September 30, 2015, $37,924 of related party notes, along with $1,483 of accrued interest, were converted
into 26,720 shares of common stock. As of September 30, 2015 there were $1,044,595 of related party notes outstanding. In addition,
the Company received additional notices for the conversion of $3,300 related party notes that the Company was unable to honor.
Other
Notes Payable
Other
notes payable as of December 31, 2014 consisted of a note payable to PositiveID Corporation (“PSID”) in the principal
amount of approximately $115,000 (the “PSID Note”) which is to be repaid through the issuance of a de minimus number
of shares of the Company’s stock, and other promissory notes with an aggregate principal amount of $70,625 that are generally
convertible into shares of the Company’s common stock at the option of the holder at a conversion price of $3,500,000 per
share. For some of these notes, the Company may, at its sole option, elect to convert the note into common stock at a conversion
price that is equal to 60% of the market price of the Company’s common stock, as defined in the notes. During the nine months
ended September 30, 2015, $9,400 of these notes, plus $1,537 of accrued interest, was converted into 10 shares of the Company’s
common stock.
At
September 30, 2015, the total of all of the Company’s outstanding promissory notes were convertible into an aggregate of
117,380,460 shares of the Company’s common stock.
VERITEQ
CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited)
September
30, 2015
During
the nine months ended September 30, 2015 and 2014, the Company recognized interest expense of approximately $1.6 million and $2.1
million, respectively, which is primarily related to the amortization of debt discounts and, in 2015, recognition of additional
principal due to the defaults on convertible notes.
5.
SUBORDINATED DEBT REPORTED AT FAIR VALUE
In
December 2012, VAC entered into an asset purchase agreement and royalty agreement with SNC Holding Corp. wherein VAC acquired
various technology and trademarks related to its radiation dose measurement technology. Under the terms of the agreements, VAC
issued a non-interest bearing secured subordinated convertible promissory note in the principal amount of $3.3 million (the “SNC
Note”). The SNC Note is convertible into one-third of the beneficial common stock ownership of VC held by Scott Silverman,
or 33,333,333 shares of common stock as of September 30, 2015. The SNC Note was amended in July 2013 to extend the maturity date
to June 30, 2015. The SNC Note has not been repaid.
The
Company made an irrevocable election at the time of issuance to report the note at fair value, with changes in fair value recorded
through the Company’s statement of operations as Other expense/income in each accounting period. At September 30, 2015 and
December 31, 2014, the fair value of the SNC Note was $0.5 million and $0.3 million, respectively (see notes 6 and 12 for further
information).
6.
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Fair
value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that
are required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact
and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such
as inherent risk, transfer restrictions and credit risk.
The
Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels
and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair
value measurement:
Level
1 – Quoted prices in active markets for identical assets or liabilities.
Level
2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for
identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by
observable market data for substantially the full term of the assets or liabilities.
Level
3 – Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market
participants would use in pricing the asset or liability.
As
of September 30, 2015, the SNC Note (which the Company elected to be accounted for at fair value), the bifurcated embedded option
in other convertible notes and the warrant liabilities were valued using Level 3 inputs. The changes in fair value of the SNC
Note, the bifurcated embedded option in the convertible notes and the warrant liability during the three and nine months ended
September 30, 2015 and 2014 are reflected in Changes in fair value of derivative and other fair valued instruments in the Company’s
consolidated statement of operations. As of September 30, 2015, non-financial assets measured at fair value were the intangible
asset value of $1.0 million, based on a level 1 input (see note 12).
VERITEQ
CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited)
September
30, 2015
The
following table summarizes the Company’s financial assets and liabilities measured at fair value as presented in the consolidated
balance sheets as of September 30, 2015 and December 31, 2014 (in thousands):
| |
September 30, 2015 | | |
December 31, 2014 | |
| |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
| |
| | |
| | |
| | |
| | |
| | |
| |
Liabilities: | |
| | |
| | |
| | |
| | |
| | |
| |
SNC Note | |
$ | — | | |
$ | — | | |
$ | 490 | | |
$ | — | | |
$ | — | | |
$ | 316 | |
Bifurcated option in convertible notes | |
$ | — | | |
$ | — | | |
$ | 6,246 | | |
$ | — | | |
$ | — | | |
$ | 930 | |
Warrant liabilities | |
$ | — | | |
$ | — | | |
$ | 2,086 | | |
$ | — | | |
$ | — | | |
$ | 534 | |
The
following is a summary of activity of Level 3 liabilities for the nine months ended September 30, 2015:
| |
SNC Note | | |
Bifurcated embedded option in convertible
notes | | |
Warrant liabilities | |
Balance at December 31, 2014 | |
$ | 316 | | |
$ | 930 | | |
$ | 534 | |
Issuance of additional debt | |
| | | |
| 386 | | |
| | |
Conversion of notes and exercise of
warrants into shares of common stock | |
| | | |
| (168 | ) | |
| (11 | ) |
Losses (gains) included in net loss | |
| 174 | | |
| 5,098 | | |
| 1,563 | |
Balance at September 30, 2015 | |
$ | 490 | | |
$ | 6,246 | | |
$ | 2,086 | |
7.
STOCKHOLDERS’ DEFICIT
Preferred
Stock
As
of September 30, 2015, the Company has authorized 5 million shares of preferred stock, par value $0.01 per share with 1,841 shares
of Series D Convertible Preferred Stock (the “Series D Preferred Stock”) outstanding, of which 1,400 shares are held
by Scott Silverman and 441 shares are held by Randolph Geissler. The stated value of the Series D Preferred Stock is reflected
as temporary equity in the Company’s consolidated balance sheet, due to the possibility that under certain conditions the
Series D Preferred Stock could be required to be settled in cash. On March 13, 2015, the Company’s Board of Directors approved
an amendment to the Certificate of Designation for the Series D Preferred Stock to change the price for which the Series D Preferred
Stock can be converted into common stock of the Company to the average closing price of the common stock over any 5 consecutive
Trading Days occurring between March 12, 2015 and the conversion date, with the five-day period being elected by the holder of
the Series D Preferred Stock in the conversion notice.
Common
Stock
As
previously discussed in note 1, the February 2015 Reverse Stock Split became effective on February 11, 2015, and the July 2015
Reverse Stock Split became effective on July 29, 2015. All share, per share and capital stock amounts have been retroactively
restated as of September 30, 2015 and December 31, 2014, and for the three and nine months ended September 30, 2015 and 2014 to
give effect to the reverse stock splits.
On
April 20, 2015, the Company sold 526 shares of its common stock to a director of the Company for a purchase price of $10,000.
The purchase price was based on the closing price of the Company’s common stock on April 19, 2015.
On
April 22, 2015, the Company sold 666 shares of its common stock to Mr. Silverman for $10,000. The purchase price was based on
the closing price of the Company’s common stock on April 21, 2015.
On
May 12, 2015, a director of the Company converted outstanding amounts owed to him in the amount of $32,101, into 10,700 shares
of common stock. The number of shares issued was based on the closing price of the Company’s common stock on May 11, 2015.
VERITEQ
CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited)
September
30, 2015
On
August 13, 2015, the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”)
granted 100,000,000 shares of restricted common stock to executive officers of the Company and options to purchase 148,500,000
shares of the Company’s common stock to employees and directors of the Company. These grants were under the Company’s
2014 Stock Incentive Plan and vested on the date of grant. Also on August 13, 2015, the Compensation Committee granted an additional
150,000,000 shares of restricted common stock to certain executive officers and a director. The restricted common stock vests
on January 2, 2017 or upon a change of control.
The
stock options granted were valued at the date of grant using the Black-Scholes valuation model, with the following assumptions:
risk-free interest rate of 2.19%, dividend yield of 0% and volatility of 694.91%. For the three and nine months ended September
30, 2015, the Company recorded compensation expense of $5.3 million with respect to the stock options. The grant date fair value
of the restricted common stock is being expensed over the vesting period, and the Company recorded $0.9 million in stock-based
compensation in the three and nine months ending September 30, 2015.
As
of September 30, 2015, the Company had 100 billion shares of common stock authorized and 250,723,718 shares were issued and outstanding,
including the 250 million shares of restricted common stock issued to certain of the Company’s officers and directors.
Warrants
Treated as Liabilities
On
November 13, 2013 in connection with the issuance of senior convertible notes and an amendment to certain agreements between the
Company and PSID, the Company issued warrants to purchase up to 2,944,444 shares of the Company’s common stock on a pre-split
basis (the “November 2013 Warrants”). The November 2013 Warrants became exercisable at issuance and entitle the Investors
to purchase shares of the Company’s common stock for a period of five years at an initial exercise price (prior to giving
effect to the reverse split) of $2.84 per share, contain a cashless exercise provision and a full ratchet price protection provision
on the exercise price. As of September 30, 2015, after consideration of both reverse stock splits and based on the aggregate exercise
price of $2,821,580, if all of the remaining November 2013 Warrants had been exercised the number of shares of the Company’s
common stock that would have been issued would have been 67,180,477 shares based on an exercise price of $0.042 per share,
subject to adjustment for the cashless exercise provisions. During the nine months ended September 30, 2015, the Company issued
223,817 shares of common stock for November 2013 Warrants exercised on a cashless basis and approximately $11,000 of warrant liabilities
were reclassified to additional paid in capital.
During
the nine months ended September 30, 2015, the Company issued the March 2015 Warrant (see note 4). The March 2015 Warrant is exercisable
at any time until three years after the date of issuance. The terms of the warrant provides for a proportional downward adjustment
of the exercise price in the event that the Company issues or sells, or is deemed to have issued or sold, shares of common stock
at an issuance price that is less than the market price of the common stock at the time of issuance, as defined in the warrant
agreement. The Company determined that the fair value of the March 2015 Warrant was de minimus at the time of issuance and at
September 30, 2015.
The
terms of the March 2015 Warrant and the November 2013 Warrants are such that they do not qualify for equity treatment under ASC
815 and are classified as liabilities at September 30, 2015 and December 31, 2014. The carrying amount of the warrant liabilities
approximate management’s estimate of their fair value (see note 6) and were determined to be $2.1 million and $0.5 million
at September 30, 2015 and December 31, 2014, respectively. The Company recognized a loss on the change in fair value of the Company’s
warrant liabilities for the three months ended September 30, 2015 of $24,000 and a gain of $1.5 million for the three months ended
September 30, 2014. The Company recognized a loss on the change in fair value of the warrant liabilities of $1.6 million and $1.3
million for the nine months ended September 30, 2015 and 2014, respectively.
8. INCOME
TAXES
The
Company did not record an income tax provision or benefit for the three and nine months ended September 30, 2015 and 2014. The
Company has incurred losses since its inception and has provided a valuation allowance against its net operating loss carryforwards
and other net deferred tax assets.
VERITEQ
CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited)
September
30, 2015
9.
RELATED PARTY TRANSACTIONS
See
notes 3, 4 and 7 for disclosures regarding transactions with related parties.
10.
COMMITMENTS AND CONTINGENCIES
In
March 2013, VC appointed a liquidator and initiated the formal liquidation of its U.K. subsidiary, Signature Industries Limited
(“Signature”), primarily related to its outstanding liabilities. VC used £40,000 (approximately $61,000) of
the proceeds from the sale of Signature’s former division, Digital Angel Radio Communications Limited (“DARC”)
to satisfy its estimated portion of Signature’s outstanding liabilities. However, additional claims submitted to the liquidator
could result in the Company being required to pay additional amounts to cover its share of Signature’s outstanding liabilities.
The Company has estimated a potential additional liability of approximately $159,000 which is reflected in accrued expenses in
the accompanying consolidated balance sheets as of September 30, 2015 and December 31, 2014.
On
January 30, 2014, the Company and the buyers of DARC entered into a letter agreement under which the Company agreed to accept
a payment of £62,000 (USD approximately $0.1 million) in full and final settlement of a deferred purchase price related
to VC’s sale of DARC in March 2013. As a result, the Company recorded a loss on the settlement of this receivable of approximately
USD $55,000 in the nine months ended September 30, 2014, which is reflected in Other expenses in the Company’s consolidated
statement of operations. All of the other provisions (including, without limitation, the indemnities) agreed between VC, and/or
the Buyers under the stock purchase agreement and any related documents remain in full force and effect.
During
the year ended December 31, 2013, the Company was informed by the New Jersey Department of Environmental Protection that a predecessor
business sold a building in 2006 for which an environmental action has been claimed. The claim is being reviewed by the Company’s
outside legal counsel, and the Company has not yet determined the impact on its financial condition, liquidity or cash flows,
if any.
11.
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Supplemental
cash flow information for the nine months ended September 30, 2015 and 2014 were as follows (in thousands):
| |
2015 | | |
2014 | |
Supplemental disclosure of cash flow information: | |
| | |
| |
Cash paid for interest | |
| - | | |
| - | |
Cash paid for income taxes | |
| - | | |
| - | |
Supplemental schedule of non-cash investing and financing activities: | |
| | | |
| | |
Notes payable and accrued liabilities converted into common stock | |
| 690 | | |
| 625 | |
Accrued liabilities satisfied through the issuance of convertible promissory notes to related parties | |
| 914 | | |
| - | |
Issuance of a warrant in connection with a promissory note | |
| - | | |
| 66 | |
Cashless exercises of common stock warrants | |
| 11 | | |
| 7,048 | |
Reclassification of derivative liability to equity upon conversion of notes payable | |
| 168 | | |
| - | |
Discounts recorded for embedded conversion option liabilities of convertible notes | |
| 386 | | |
| - | |
12.
SUBSEQUENT EVENTS
Issuance
of Convertible Notes
Between October 1, 2015 and March 11, 2016, the Company issued convertible promissory
notes in the aggregate principal amount of $358,002, for which the Company received $305,898 in net proceeds. In addition, the
Company issued convertible promissory notes in connection with the proposed acquisition and other transactions discussed below
in the aggregate principal amount of $341,176. The Company received no cash proceeds with the issuance of these notes. These notes
are due one year after the date of issuance, bear interest at rates of 12% per annum, and are convertible into shares of common
stock at the lesser of (i) $0.015 per share or (ii) 60% of the average of the three lowest trading prices of the Company’s
common stock during the 10 days prior to conversion.
VERITEQ
CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited)
September
30, 2015
The
foregoing notes contain terms similar to those of the convertible notes issued in November 2013 and in 2014, whereby in the event
the Company were to issue or sell, or is deemed to have issued or sold, any shares of common stock for a consideration per share
(the “New Issuance Price”) that is less than the conversion price in effect immediately prior to such issue or sale
or deemed issuance or sale (a “Dilutive Issuance”), then, immediately after such Dilutive Issuance, the conversion
price then in effect is reduced to an amount equal to the New Issuance Price.
In
November and December of 2015 the Company issued additional Officer Notes in the aggregate principal amount of $96,955 in settlement
of accrued but unpaid compensation. The terms and conditions of these notes are substantially identical to those of the Officer
Notes described in note 4.
Defaults
on Senior and Subordinated Securities
The
Company’s failure to timely file its Quarterly Report on Form 10-Q with the SEC in August of 2015, as well as its failure
to pay some of the convertible notes that became due, constitute events of default on the Company’s outstanding convertible
promissory notes, including approximately $1.0 million of senior secured promissory notes secured by substantially all of the
Company’s assets (the "Senior Notes”). As a result, the Company entered into discussions with Magna Equities
I, LLC, (together with its affiliate, Magna Equities II, “Magna”) the collateral agent for the holders of the Senior
Notes, and agreed to the actions taken below.
On
October 19, 2015, the Company entered into a letter agreement with Magna pursuant to which the Company agreed to exchange approximately
$1.3 million aggregate principal amount of outstanding unsecured convertible promissory notes held by Magna for an equal principal
amount of new secured convertible promissory notes (the “New Magna Notes”) intended to be pari passu in rank and priority
with the Senior Notes. There was no accounting effect to this amendment.
On
October 19, 2015, the Company received a default notice from Magna, acting in its capacity as collateral agent under the security
agreement pertaining to the Senior Notes. At the time of the notice, Magna was the holder of outstanding convertible promissory
notes of the Company in the aggregate principal amount of approximately $1.6 million (excluding all accrued but unpaid interest),
consisting of approximately $0.3 million of Senior Notes and $1.3 million of New Magna Notes, and had entered into agreements
with holders of an additional $500,000 aggregate principal of Senior Notes to acquire such Senior Notes. The default notice demanded
repayment of the entire amount due under the Senior Notes (including the $500,000 of Senior Notes Magna had the right to acquire)
and the New Magna Notes (collectively, the "Magna Notes"). The Company did not have the financial resources to repay
this indebtedness. The default notice also advised the Company and its subsidiaries that Magna was exercising all of its rights
and remedies under the Senior Notes it owns (including the $500,000 of Senior Notes Magna had the right to acquire) and the New
Magna Notes and the related debt documents. In conjunction with this default notice, the Company received from Magna a Notification
of Disposition of Collateral (the “NDC”). The NDC advised the Company that Magna intended to sell, lease or license
the assets securing the Senior Notes and the New Magna Notes at a public auction to take place in early November of 2015. These
assets constitute substantially all of the assets of the Company and its subsidiaries, except for those assets securing the SNC
Note. On November 4, 2015, the public auction took place, and Magna purchased the assets, including the capital stock of the Company’s
VAC and PositiveID Animal Health subsidiaries, for $1 million, which was credited against the Company’s outstanding indebtedness
to Magna.
Magna’s
purchase of the $500,000 of Senior Notes from the previous holders was completed on November 10, 2015. In connection with this
transaction, the Company amended a previously issued unsecured convertible promissory note with one of the holders by increasing
the principal amount of the note by $102,500. The Company did not receive any cash proceeds from this transaction.
VERITEQ
CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (unaudited)
September
30, 2015
SNC
Assets
The
SNC Note (see note 5) is secured by all of the assets, consisting primarily of intellectual property and certain tangible
property and equipment (the “SNC Collateral”), acquired by the Company under the asset purchase agreement entered
into by the Company and SNC Holdings Corp. on November 30, 2012. Under the terms of the SNC Note, as amended, which was due
on June 30, 2015 and has not been repaid, the holder of the SNC Note may look solely to the SNC Collateral to satisfy all
obligations of the Company to it under the SNC Note and not to any other assets of the Company and/or its subsidiaries. In
October of 2015, the Company contacted the holder of the SNC Note regarding the return of the SNC Collateral to the holder in
satisfaction of the SNC Note. By letter agreement dated February 18, 2016, the Company agreed to return the SNC Collateral to
the holder of the SNC Note, and the holder agreed to discharge the Company of all of its obligations and liabilities under
the SNC Note upon receipt of the SNC Collateral.
Proposed
Acquisition
On
November 25, 2015, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with The Brace Shop,
LLC, a Florida limited liability company (“The Brace Shop”) and Lynne Shapiro (the “Seller”), whereby
the Company agreed to acquire (the “Acquisition”), all of the issued and outstanding membership interests (the “Stock”)
of The Brace Shop. The Brace Shop operates as an online retailer of orthopedic braces and related medical devices and, according
to The Brace Shop’s management, had annual unaudited revenues of approximately $7 million for the year ended December 31,
2015.
Pursuant to the terms of the Purchase Agreement, the aggregate
purchase price for the Stock is (i) $250,000 in cash, $125,000 of which was paid to the Seller upon the execution of the Purchase
Agreement, $62,500 of which was paid to the Seller on January 6, 2016 and the remaining $62,500 was paid to the Seller on February
5, 2016, (ii) one unit of the Company’s to be established Series E Preferred Stock which is convertible into 84.9% of the
issued and outstanding shares of common stock of the Company, on a fully diluted basis with voting rights, (iii) a goldenshare
in the form of a warrant (the “Goldenshare”), exercisable for that number of shares of common stock required to insure
that the Series E Preferred Stock issued as part of the purchase price to the Seller is convertible into 84.9% of the issued and
outstanding shares of common stock, on a fully diluted basis. At the closing of the Acquisition, the Company’s current Chief
Executive Officer will receive a unit of the Series E Preferred Stock convertible into 3.9% of the issued and outstanding common
stock of the Company on a fully-diluted basis. The units of Series E Preferred Stock and the Goldenshare will not be convertible
until the date six months from the date of the closing of the Acquisition. In addition, upon the closing of the Acquisition, pursuant
to the Purchase Agreement, the Company will pay a consultant $50,000 (less $10,000 that was paid upon the execution of the Purchase
Agreement), and issue the consultant a 3 year warrant to purchase, at an exercise price of $0.01 per share, 2.99% of the issued
and outstanding common stock of the Company, which warrant may be exercisable on a cashless basis.
The aggregate cash payment of $250,000
to the Seller was financed by the sale of senior secured convertible promissory notes in the aggregate principal amount of $294,118
(the “Acquisition Notes”) to an institutional investor who previously purchased convertible debt from the Company
(the “Investor”). The Acquisition Notes bear interest at a rate of 12% per annum, with principal and interest due
one year from the date of issuance. The Acquisition Notes are convertible into shares of the Company’s Common Stock at a
conversion price equal to the lesser of (i) $0.015 per share or (ii) 60% of the average of the three lowest trading prices during
the ten trading days prior to conversion, and contain full-ratchet anti-dilution provisions similar to those of convertible notes
previously issued by the Company. The embedded conversion option contained in the Acquisition Notes will be bifurcated and reflected
as a derivative liability at fair value. The Company currently anticipates that the $50,000 consulting fee and all other costs
and expenses related to the Acquisition and the Company’s ongoing operations will be funded through the sale of additional
senior secured convertible promissory notes to the Investor on terms substantially identical to that of the Acquisition Notes.
The
Purchase Agreement contemplates that all interest, principal and any other required payments on all debt instruments of the Company
that are outstanding as of the date of the Purchase Agreement (but excluding the Acquisition Notes) shall only be paid through
the issuance of shares of common stock. All options, warrants, shares of preferred stock and other securities of the Company outstanding
as of the date of the Purchase Agreement are to remain in place on the terms set forth in each of such securities, except that
all options, warrants and shares of preferred stock are to be converted into common stock within six months of the date of closing
of the Acquisition or cancelled.
The
closing of the Acquisition is subject to a number of other conditions including, but not limited to, the Company becoming current
in its reporting requirements under the Federal Securities Laws, and completion of an audit of The Brace Shop’s financial
statements for its two most recent fiscal years. Since the sole member of The Brace Shop would obtain voting control of 84.9%
of the Company, the Company anticipates that the closing of the Acquisition, if it takes place, will result in a change in control,
and therefore would be accounted for as a reverse acquisition and recapitalization with the Brace Shop as the accounting acquirer
and continuing business of the Company.
While
the Company currently believes that the closing of the Acquisition will take place in March of 2016, there can be no
assurances that the Closing will occur during such time or at all, or that the terms of the Acquisition as set forth in the
Purchase Agreement will not materially change. Moreover, the Company currently has limited funds and no assurances can be
given that it will be able to raise any additional funds on terms acceptable to the Company, or at all, or that the Company
will be able to continue as a going concern. The failure to do so could result in the Company not being able to effectuate
the Acquisition
VERITEQ CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following discussion should be read in conjunction with the information contained in our unaudited consolidated financial statements
and notes thereto appearing elsewhere herein, and in conjunction with the Management’s Discussion and Analysis set forth
in our fiscal 2014 Annual Report on Form 10-K.
OVERVIEW
Our
Business
We
were previously engaged in the business of radio frequency identification technologies (“RFID”) for the Unique Device
Identification (“UDI”) of implantable medical devices and, subject to funds becoming available, radiation dose measurement
technologies for use in radiation therapy treatment. From inception through September 30, 2015, we generated minimal sales revenue
and our operations were subject to all the risks inherent in the establishment of a new business enterprise. Our failure to timely
file our Quarterly Report on Form 10-Q with the SEC in August of 2015, as well as our failure to pay certain indebtedness that
became due, constituted events of default on our outstanding convertible promissory notes, including approximately $1.0 million
of senior secured promissory notes secured by substantially all of our assets, comprised primarily of intellectual property related
to UDI of implantable medical devices, and $1.3 of million convertible promissory of notes that were pari passu in rank and priority
to the senior secured promissory notes (collectively, the "Senior Notes”).
On
October 19, 2015, we received a default notice from the collateral agent under the security agreement pertaining to the Senior
Notes. The default notice demanded repayment of the entire amount due under the Senior Notes, and we did not have the financial
resources to repay this indebtedness. We also received a Notification of Disposition of Collateral (the “NDC”). The
NDC advised the Company that the collateral agent intended to sell, lease or license the assets securing the Senior Notes at a
public auction to take place in early November of 2015. These assets comprised substantially all of the assets of the Company
and its subsidiaries, except for the assets described below. On November 4, 2015, the public auction took place, and the holder
of a substantial portion of the Senior Notes purchased the assets, including the capital stock of our VeriTeQ Acquisition Corp.
and PositiveID Animal Health subsidiaries, for $1 million, which was credited against the Company’s outstanding indebtedness
to the holder of the Senior Notes.
In October of 2015, we contacted the holder of a subordinated
convertible promissory note (the “SNC Note”) regarding the possibility of returning the assets securing the SNC Note,
consisting primarily of intellectual property and certain tangible property and equipment related to radiation dose measurement
technologies (the “SNC Collateral”), to the holder in satisfaction of the SNC Note. By letter agreement dated February
18, 2016, we agreed to return the SNC Collateral to the holder of the SNC Note, and the holder agreed to discharge the Company
of all of its obligations and liabilities under the SNC Note upon receipt of the SNC Collateral.
Although
we still have a substantial amount of outstanding indebtedness in the form of senior and subordinated convertible notes, we currently
intend to attempt to acquire, merge or combine with and/or acquire operating assets of an operating business. On November 24,
2015, as more fully described in note 12 to the accompanying consolidated financial statements, we entered into a Stock Purchase
Agreement with The Brace Shop, LLC, a Florida limited liability company (“The Brace Shop”) and Lynne Shapiro (the
“Seller”), whereby we agreed to acquire (the “Acquisition”), all of the issued and outstanding membership
interests of The Brace Shop. The Brace Shop operates as an online retailer of orthopedic braces and related medical devices and,
according to The Brace Shop’s management, had annual unaudited revenues of approximately $7 million for the year ended December
31, 2015.
The closing of the Acquisition is subject to a number of
conditions including, but not limited to, our becoming current in our reporting requirements under the Federal Securities Laws,
and completion of an audit of The Brace Shop’s financial statements for its two most recent fiscal years. While we currently
believe that the closing of the Acquisition will take place in March of 2016, there can be no assurances that the closing will
occur during such time or at all. Moreover, we currently have limited funds and no assurances can be given that we will be able
to raise any additional funds on terms acceptable to us, or at all, or that we will be able to continue as a going concern.
VERITEQ CORPORATION
AND SUBSIDIARIES
Reverse
Stock Splits
On February 11, 2015, an amendment to our Amended and Restated Certificate
of Incorporation became effective to implement a 1-for-1,000 reverse split (the “February 2015 Reverse Stock Split”)
of our outstanding common stock, whereby each 1,000 shares of the Company’s issued and outstanding common stock was automatically,
and without any action on the part of the respective holders, combined and converted into one issued and outstanding share of
common stock. On July 29, 2015, another amendment to our Amended and Restated Certificate of Incorporation became effective to
implement a 1-for-10,000 reverse stock split (the “July 2015 Reverse Stock Split” and, together with the February
2015 Reverse Stock Split, the “2015 Reverse Stock Splits”) of the Company’s common stock. As a result, each
10,000 shares of the Company’s issued and outstanding common stock automatically, and without any action on the part of
the respective holders, were combined and converted into one issued and outstanding share of common stock. The 2015 Reverse Stock
Splits affected all issued and outstanding shares of our common stock, as well as all common stock underlying stock options, warrants,
convertible notes and convertible preferred stock outstanding immediately prior to the 2015 Reverse Stock Splits. The February
2015 Reverse Stock Split was authorized by our Board of Directors, and by our Stockholders at the 2014 Annual Meeting of Stockholders
held on December 18, 2014. The July amendment to our Amended and Restated Certificate of Incorporation also increased the number
of common shares that we are authorized to issue from 10 billion to 100 billion and, along with the July 2015 Reverse Stock Split,
was approved by our Board of Directors and ratified by our stockholders on May 26, 2015.
No
fractional shares were issued as a result of the 2015 Reverse Stock Splits and stockholders who otherwise would have been entitled
to a fractional share received or will receive, in lieu thereof, a cash payment equal to the value of the fractional share to
which the stockholder would otherwise be entitled based on the per share closing sales price of the Company’s common stock
on the effective date of the 2015 Reverse Stock Splits. All share, per share and capital stock amounts as of September 30, 2015,
December 31, 2014 and for the three and nine months ended September 30, 2015 and 2014 have been restated to give effect to the
2015 Reverse Stock Splits.
CRITICAL
ACCOUNTING POLICIES AND ESTIMATES
Our
discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements,
which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent liabilities. We base these estimates
on our historical experience and on various other assumptions that we believe to be reasonable under the circumstances, and these
estimates form the basis for our judgments concerning the carrying values of assets and liabilities that are not readily apparent
from other sources. We periodically evaluate these estimates and judgments based on available information and experience. Actual
results could differ from our estimates under different assumptions and conditions. If actual results significantly differ from
our estimates, our financial condition and results of operations could be materially impacted.
We
have identified the policies and significant estimation processes discussed below as critical to our business operations and to
the understanding of our results of operations. For a detailed discussion on the application of these and other accounting policies,
see Note 2 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31,
2014.
Use
of Estimates
The
preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions
that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on the
knowledge of current events and actions we may undertake in the future, they may ultimately differ from actual results. Included
in these estimates are assumptions used in: (i) determining the lives and valuation of long-lived assets; (ii) valuation models
used in determining the value of certain derivative financial instruments, warrant liabilities and the fair value of a promissory
note with an embedded conversion option; (iii) determining valuation allowances for deferred tax assets and (iv) stock-based compensation.
VERITEQ CORPORATION
AND SUBSIDIARIES
Derivative
Financial Instruments and Fair Value
We
account for notes payable that are convertible into shares of the Company’s common stock and warrants issued in conjunction
with the issuance of such notes in accordance with the guidance contained in the Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging (“ASC 815”) and ASC
Topic 480, Distinguishing Liabilities From Equity (“ASC 480”). For warrant instruments and conversion options
embedded in promissory notes that are not deemed to be indexed to the Company’s own stock, we classify such instruments
as liabilities at their fair values at the time of issuance and adjust the instruments to fair value at each reporting period.
These liabilities, as well as a convertible note that we elected to account for at fair value, are subject to re-measurement at
each balance sheet date until extinguished either through conversion or exercise, and any change in fair value is recognized in
our statement of operations. The fair values of these derivative and other financial instruments have been estimated using Monte
Carlo simulations and other valuation techniques.
Revenue
Recognition
We
recognize revenue at the time product is shipped and title has transferred, provided that a purchase order has been received or
a contract has been executed, there are no uncertainties regarding customer acceptance, the sales price is fixed and determinable
and collectability is deemed probable. Our revenue results are difficult to predict, and any shortfall in revenue or delay in
recognizing revenue could cause our operating results to vary significantly from quarter to quarter and year to year.
Income
Taxes
We
have adopted Accounting Standards Codification subtopic 740-10, Income Taxes, (“ASC 740-10”), which requires
the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized
in our financial statements. Under this method, deferred tax liabilities and assets are determined for temporary differences between
the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based
on enacted tax laws and rates in effect for the year in which the differences are expected to affect taxable income. Temporary
differences between taxable income reported for financial reporting purposes and income tax purposes consist primarily of timing
differences, such as amortization of intangible assets, deferred officers' compensation and stock-based compensation. A valuation
allowance is provided against net deferred tax assets when we determine that it is more likely than not that we will fail to generate
sufficient taxable income to be able to utilize the deferred tax assets.
RESULTS
OF OPERATIONS
Three
Months Ended September 30, 2015 Compared to Three Months Ended September 30, 2014
Revenue
and Gross Profit
Revenues
for the three months ended September 30, 2015, our fiscal third quarter, were $4,000, as compared to $44,000 for the three months
ended September 30, 2014. The decrease is due to EL accepting a high volume order at a one-time price discount in the second quarter
of 2015 to assist with our liquidity difficulties, resulting in reduced sales in the third quarter of 2015. Gross profit for the
three months ended September 30, 2015 was nil, as compared to $33,000 for the same period of a year ago.
Selling,
General and Administrative Expenses
Selling,
general and administrative expenses, including development expenses, (“SG&A”) were approximately $7.0 million
for the three months ended September 30, 2015, as compared to $1.5 million for the three months ended September 30, 2014. The
increase is mainly due to $6.2 million of stock-based compensation expense in 2015, as compared to $0.2 million in 2014. During
the three months ended September 30, 2015, we granted 250,000,000 shares of restricted common stock to certain of our officers
and directors which vest on January 2, 2017 or upon a change in control, and we granted options to purchase 148,500,000 shares
of common stock to employees which vested on the date of grant.
Depreciation
and Amortization Expense
We
incurred depreciation and amortization expense of $29,000 and $150,000 for the three months ended September 30, 2015 and 2014,
respectively. The decrease is due to lower amortization expense related to intangible assets, as we recognized an impairment and
lowered the carrying value of our intangible assets by $5.0 million in the fourth quarter of 2014.
VERITEQ CORPORATION
AND SUBSIDIARIES
Operating
Loss
Our
operating loss was $7.0 million and $1.7 million for the three months ended September 30, 2015 and 2014, respectively. The increased
operating loss was due to the increase in stock-based compensation expense.
Interest
Expense
Interest
expense was $0.9 million and $0.5 million for the three months ended September 30, 2015 and 2014, respectively. During the three
months ended September 30, 2015, we recorded a non-cash interest charge of approximately $0.5 million due to increases in the
principal amount of our outstanding convertible notes resulting from the events of default that took place during the quarter,
in accordance with the terms of the notes. The remainder of our interest expense in both periods is primarily comprised of the
amortization of debt discounts. The discounts on our debt are largely the result of the initial fair value recognized for the
embedded conversion options contained in the convertible promissory notes we issue to fund our operations and, to a lesser extent,
original issue discount on these notes, which result in a reduction of net proceeds to us.
Change
in Value of Derivative and other Fair Valued Instruments
During
the three months ended September 30, 2015, we recognized a loss on the change in fair value of derivative and other fair valued
instruments of $4.2 million, due to increases in the fair value of the SNC Note, conversion options embedded in convertible notes
and warrant liabilities in the amounts of $0.2 million, $4.0 million and $24,000, respectively. For the three months ended September
30, 2014, we recorded losses related to changes in the fair value of the SNC Note and conversion options embedded in convertible
notes in the amount of $0.1 million and $0.2 million, respectively, and a gain on the change in fair value of warrant liabilities
in the amount of $1.5 million.
We
believe that the embedded conversion options within outstanding notes payable, the SNC Note and the outstanding warrant liabilities
could continue to result in significant fluctuations to our results of operations, as these instruments, or securities with similar
terms that we may issue in the future, require a determination of fair value in each reporting period, and changes in these fair
values are required to be recognized through our statement of operations.
Net
Loss
Our
net loss was $12.1 million for the three months ended September 30, 2015, as compared to $0.9 million for the three months ended
September 30, 2014. The difference is mainly due to the increase in stock-based compensation in 2015, and the net loss on the
change in fair value of derivative and other fair valued instruments of $4.2 million in 2015, as compared to a net gain of $1.3
million in 2014.
Nine
Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014
Revenue
and Gross Profit
Revenues
for the nine months ended September 30, 2015 were $0.3 million, as compared to $0.1 million for the nine months ended September
30, 2014. The increase is due to an increase in the number of microtransponder units shipped to EL as a result of increased sales
by EL of breast implants containing our microtransponders.
Gross
profit for the nine months ended September 30, 2015 was $163,000, as compared to $82,000 for the same period of a year ago. Our
gross margin for the first nine months of 2015 was 56.8%, as compared with 59.0% for the first nine months of 2014. The decrease
was due to the one-time volume discount provided to EL in the second quarter of 2015.
Selling,
General and Administrative Expenses
SG&A
was approximately $8.9 million for the nine months ended September 30, 2015, as compared to $4.1 million for the nine months ended
September 30, 2014. The increase is mainly due to a $5.7 million increase in stock-based compensation in 2015 due to the stock
option and restricted common stock grants in August of 2015, partially offset by and a $0.7 million decrease in legal, consulting
and professional fees, including investor relations expenses.
VERITEQ CORPORATION
AND SUBSIDIARIES
Asset
Impairment Charge
At
June 30, 2015, we determined that the carrying value of the intangible assets related to our RFID technology exceeded their fair
value. As a result, we recorded an impairment charge of $0.4 million in the nine months ended September 30, 2015 to write these
assets down to their fair value, with no comparable amount for the nine months ended September 30, 2014.
Depreciation
and Amortization Expense
We
incurred depreciation and amortization expense of $0.1 million and $0.4 million for the first nine months of 2015 and 2014, respectively.
The decrease is due to lower amortization expense related to intangible assets due to the impairment charge and corresponding
reduction in carrying value of our intangible assets recognized in the fourth quarter of 2014.
Operating
Loss
Our
operating loss was $9.3 million and $4.5 million for the nine months ended September 30, 2015 and 2014, respectively. The increased
operating loss was mainly due to the increase in SG&A.
Interest
Expense
Interest
expense was $1.6 million and $2.1 million for the first nine months of 2015 and 2014, respectively. Most of our interest expense
in both periods is due to the amortization of debt discounts.
Change
in Value of Derivative and other Fair Valued Instruments
During
the nine months ended September 30, 2015, we recognized a loss on the change in fair value of derivative and other fair valued
instruments of $6.8 million, mainly due to an increase in the fair values of conversion options embedded in convertible notes
and warrant liabilities. For the nine months ended September 30, 2014, we recorded gains related to changes in the fair value
of the SNC Note and conversion options embedded in convertible notes in the amount of $2.7 million and $3.4 million, respectively,
partially offset by a loss on the change in fair value of warrant liabilities in the amount of $1.3 million.
Other Income/Expense
Other
expense was $0.1 million for the nine months ended September 30, 2014, due to a loss recognized on the settlement of the
receivable from the sale of a former subsidiary, with no comparable amount during the nine months ended September 30, 2015.
Net
Loss
Our
net loss was $17.7 million for the nine months ended September 30, 2015, as compared to $1.8 million for the nine months ended
September 30, 2014. The difference is mainly due to the net gain on the change in fair value of derivative and other fair valued
instruments of $4.8 million in 2014, as compared to a loss of $6.8 million in 2015, and to the increase in stock-based compensation
expense in 2015.
LIQUIDITY
AND CAPITAL RESOURCES
We
have incurred significant operating losses and have not generated significant revenues since our inception. At September 30, 2015
we had a working capital deficit of $16.0 million and a nominal cash balance. Our cash position is critically deficient, and certain
payments essential to our ability to operate are not being made in the ordinary course of business, or at all. Failure to raise
capital in the coming days to fund our operations will have a material adverse effect on our financial condition, raising substantial
doubt about our ability to continue as a going concern. We currently do not have sufficient cash or other financial resources
to fund our operations and meet our obligations, including approximately $8.3 million of total indebtedness that is or will become
due, for the next twelve months. While we anticipate that a substantial portion of this indebtedness will be converted into shares
of our common stock or satisfied through the return of certain assets, there can be no assurances that we will not receive demands
for cash payments on this indebtedness.
VERITEQ CORPORATION
AND SUBSIDIARIES
Since November of 2013, we have financed our operations primarily
through the issuance of convertible promissory notes (“Convertible Notes”). The outstanding principal amount of Convertible
Notes as of September 30, 2015 was approximately $5.0 million. We issued additional Convertible Notes in the aggregate principal
amount of approximately $0.4 million between October 1, 2015 and March 11, 2016, for which we received $0.3 million in net proceeds.
The Convertible Notes generally mature within 9 to 12 months from the date of issuance and bear interest at rates ranging from
8% to 12% per annum with all interest payable at maturity. Outstanding principal and accrued interest is convertible into shares
of Common Stock at discounts to the market price of the Company’s Common Stock ranging from 39% to 43%, with the market price
being based on the low end of the trading range of the Common Stock during the 10 to 30 days prior to conversion, depending on
the specific note being converted. In addition, substantially all of the Convertible Notes contain provisions whereby in the event
the Company were to issue or sell, or is deemed to have issued or sold, any shares of Common Stock for a consideration per share
(the “New Issuance Price”) that is less than the conversion price in effect immediately prior to such issue or sale
or deemed issuance or sale (a “Dilutive Issuance”), then, immediately after such Dilutive Issuance, the conversion
price then in effect is reduced to an amount equal to the New Issuance Price.
As
of September 30, 2015, we were in payment default on existing indebtedness in the approximate amount of $0.5 million. Our failure
to timely file our Quarterly Report on Form 10-Q with the SEC in August of 2015, as well as our failure to pay some of the convertible
notes that became due, constitute events of default on our Convertible Notes, including approximately $2.3 million of Senior Notes.
As a result, we entered into discussions with Magna Equities I, LLC, (together with its affiliate, Magna Equities II, “Magna”)
the collateral agent for the holders of the Senior Notes, and agreed to the actions taken below.
On
October 19, 2015, we received a default notice from Magna, acting in its capacity as collateral agent under the security agreement
pertaining to the Senior Notes. At the time of the notice, Magna was the holder of outstanding convertible promissory notes of
the Company in the aggregate principal amount of approximately $1.6 million (excluding all accrued but unpaid interest) of Senior
Notes, and had entered into agreements with holders of an additional $0.5 million aggregate principal of Senior Notes to acquire
such Senior Notes. The default notice demanded repayment of the entire amount due under the Senior Notes (including the $0.5 million
of Senior Notes Magna had the right to acquire, collectively, the "Magna Notes"). We did not have the financial resources
to repay this indebtedness. The default notice also advised the Company and its subsidiaries that Magna was exercising all of
its rights and remedies under the Magna Notes and the related debt documents. In conjunction with this default notice, we received
from Magna a Notification of Disposition of Collateral (the “NDC”). The NDC advised us that Magna intended to sell,
lease or license the assets securing the Senior Notes at a public auction to take place in early November of 2015. These assets
constitute substantially all of our assets, except for those assets securing the SNC Note. On November 4, 2015, the public auction
took place, and Magna purchased the assets, including the capital stock of our VAC and PositiveID Animal Health subsidiaries,
for $1 million, which was credited against our outstanding indebtedness to Magna.
We
may continue to receive limited funding in the form of additional Convertible Notes while we attempt to acquire, merge or combine
with and/or acquire operating assets of an operating business, however we have no commitments for any additional funding and currently
have minimal cash balances. No assurances can be given that we will be able to complete an acquisition or merger transaction,
raise any additional funds on terms acceptable to us, or at all, or that we will be able to continue as a going concern.
In
December 2012, we entered into an asset purchase agreement and royalty agreement with SNC Holding Corp. wherein VAC acquired various
technology and trademarks related to its radiation dose measurement technology. Under the terms of the agreements, we issued the
SNC Note in the principal amount of $3.3 million. The SNC Note was amended in July 2013 to extend
the maturity date to June 30, 2015. The SNC Note has not been repaid. By letter agreement dated February 18, 2016, we agreed to
return the SNC Collateral to the holder of the SNC Note, and the holder agreed to discharge the Company of all of its obligations
and liabilities under the SNC Note upon receipt of the SNC Collateral.
VERITEQ CORPORATION
AND SUBSIDIARIES
A
summary of our cash flows for the periods indicated is as follows:
(in thousands) | |
Nine Months Ended September 30, | |
| |
2015 | | |
2014 | |
Cash used in operating activities | |
$ | (982 | ) | |
$ | (1,938 | ) |
Cash used in investing activities | |
| (1 | ) | |
| (20 | ) |
Cash provided by financing activities | |
| 909 | | |
| 1,969 | |
(Decrease) increase in cash and cash equivalents | |
| (74 | ) | |
| 11 | |
Cash and cash equivalents, beginning of period | |
| 77 | | |
| 13 | |
Cash and cash equivalents, end of year of period | |
$ | 3 | | |
$ | 24 | |
Cash
used in operating activities was $1.0 million and $1.9 million for the nine months ended September 30, 2015 and 2014, respectively.
The following table illustrates the primary components of our cash flows from operations:
(in thousands) | |
Nine Months Ended June 30, | |
| |
2015 | | |
2014 | |
Net loss | |
$ | (17,705 | ) | |
$ | (1,826 | ) |
Non-cash expenses, (gains) and losses | |
| 14,880 | | |
| (1,426 | ) |
Accounts payable and accrued expenses | |
| 1,804 | | |
| 1,213 | |
Other, net | |
| 39 | | |
| 101 | |
Cash used in operating activities | |
$ | (982 | ) | |
$ | (1,938 | ) |
Cash
provided by financing activities for the nine months ended September 30, 2015 and 2014 was $0.9 million and $2.0 million, respectively.
During the first nine months of 2015, we raised approximately $1.1 million through the issuance of convertible notes and related
party advances, and made repayments of $0.2 million. During the first nine months of 2014, we raised approximately $1.6 million
from the issuance of convertible notes and related party advances, made repayments of $0.4 million, and received $0.9 million
from the release of cash that had been previously restricted in connection with notes issued in 2013.
OTHER
MATTERS
Inflation
We
do not believe inflation has a significant effect on the Company’s operations at this time.
Off
Balance Sheet Arrangements
Under
SEC regulations, we are required to disclose the Company’s off-balance sheet arrangements that have or are reasonably likely
to have a current or future effect on the Company’s financial condition, results of operations, liquidity, capital expenditures
or capital resources that are material to investors. Off-balance sheet arrangements consist of transactions, agreements or contractual
arrangements to which any entity that is not consolidated with us is a party, under which we have:
| ● | Any
obligation under certain guarantee contracts. |
| | |
| ● | Any
retained or contingent interest in assets transferred to an unconsolidated entity or
similar arrangement that serves as credit, liquidity or market risk support to that entity
for such assets. |
| | |
| ● | Any
obligation under a contract that would be accounted for as a derivative instrument, except
that it is both indexed to the Company’s stock and classified in stockholder’s
equity in the Company’s statement of financial position. |
| | |
| ● | Any
obligation arising out of a material variable interest held by us in an unconsolidated
entity that provides financing, liquidity, market risk or credit risk support to us,
or engages in leasing, hedging or research and development services with us. |
As
of September 30, 2015, the Company has no off-balance sheet arrangements that have, or are reasonably likely to have, a current
or future effect on the Company’s financial condition, results of operations, liquidity, capital expenditures or capital
resources that is material to investors.
VERITEQ CORPORATION
AND SUBSIDIARIES
Forward
Looking Statements
Certain
statements and the discussion herein regarding the Company’s business and operations that are not purely historical facts,
including statements about our beliefs, intentions or future expectations, may be "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term
is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements consist of any statement other
than a recitation of historical fact and can be identified by the use of forward-looking terminology such as “may”,
“expect”, “anticipate”, “intend”, “estimate” or the negative thereof or other
variations thereof or comparable terminology. The reader is cautioned that all forward looking statements involve risks and uncertainties
and are subject to change at any time, and that our actual results could differ materially from expected results. These risks
and uncertainties include, without limitation, VeriTeQ’s ability to continue to raise capital to fund its operations and
its proposed Acquisition of The Brace Shop; as well as other risks or events beyond VeriTeQ’s control. VeriTeQ undertakes
no obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after
the date of such statement or to reflect the occurrence of unanticipated events, except as required by law.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Disclosure
under this section is not required for a smaller reporting company.
ITEM
4. CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities
Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in
Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the rules and forms
of the SEC and that such information is accumulated and communicated to the Company’s management, including our Chief Executive
Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure. Any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
Our
management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness
of the design and operation of the Company’s disclosure controls and procedures as of September 30, 2015. Based upon this
evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2015, the
Company’s disclosure controls and procedures were not effective due to the material weakness described below.
A
material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be
prevented or detected on a timely basis. The material weakness at September 30, 2015 pertains to a lack of expertise in the valuation
of complex debt and equity instruments that are required to be reported at fair value and for their fair values to be adjusted
at each accounting period.
To
address the material weaknesses described above, the Company continues to seek assistance with various third parties with expertise
in such instruments and matters of fair value, in order to ensure that the Company’s consolidated financial statements were
prepared in accordance with U.S. GAAP on a timely basis.
Change
in Internal Control over Financial Reporting
There
were no changes in internal control over financial reporting during the quarter ended September 30, 2015. The Company has not
fully remediated its material weakness as of September 30, 2015, and remediation efforts will continue through the remainder of
fiscal 2016.
VERITEQ CORPORATION
AND SUBSIDIARIES
PART
II – OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
Risk
factors describing the major risks to our business can be found under Item 1A, “Risk Factors”, in our Annual Report
on Form 10-K for the fiscal year ended December 31, 2014. There have been no changes to our risk factors from those previously
disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
All
unregistered sales of equity securities during the period have been reported on Current Reports on Form 8-K or in Item 5 below.
ITEM
5. OTHER INFORMATION
On March 7, 2016, Barry Edelstein resigned as a member of
the Company’s Board of Directors for personal reasons and not based upon disputes or disagreements with the Company.
As of the filing of this report, Scott R. Silverman will no longer serve as the Company’s Chief Executive
Officer. Kenneth Shapiro, a current director of the Company, will assume the role of Interim Chief Executive Officer of the Company
effective immediately. Mr. Silverman has agreed to sell all of his rights, title and interest in and to a promissory note issued
by the Company, as well as all securities of the Company currently owned by him, to an unrelated third party investor. Mr. Silverman
will receive a new preferred stock instrument in the Company upon the closing of the pending transaction with The Brace Shop.
ITEM
6. EXHIBITS
We
have listed the exhibits by numbers corresponding to the Exhibit Table of Item 601 in Regulation S-K on the Exhibit
list attached to this report.
VERITEQ CORPORATION
AND SUBSIDIARIES
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
|
VERITEQ CORPORATION |
|
(Registrant) |
|
|
|
Date:
March 16, 2016 |
By: |
/s/ Marc
S. Gelberg |
|
Name: |
Marc S. Gelberg |
|
Title: |
Chief Accounting Officer and
Interim Chief
Financial Officer |
|
|
(Duly Authorized Officer) |
VERITEQ CORPORATION
AND SUBSIDIARIES
INDEX
TO EXHIBITS
Exhibit No. |
|
Description of Exhibit |
|
|
|
31.1 |
|
Certification
by Scott R. Silverman Chief Executive Officer, pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) |
|
|
|
31.2 |
|
Certification
by Marc S. Gelberg, Chief Accounting Officer and Interim Chief Financial Officer, pursuant to Exchange Act Rules 13a-14(a)
and 15d-14(a) |
|
|
|
32.1 |
|
Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
101.INS |
|
XBRL
Taxonomy Extension Instance Document |
101.SCH |
|
XBRL
Taxonomy Extension Schema Linkbase Document |
101.CAL |
|
XBRL
Taxonomy Extension Calculation Linkbase Document |
101.DEF |
|
XBRL
Taxonomy Extension Definition Linkbase Document |
101.LAB |
|
XBRL
Taxonomy Extension Labels Linkbase Document |
101.PRE |
|
XBRL
Taxonomy Extension Presentation Linkbase Document |
29
EXHIBIT 31.1
CERTIFICATION
I, Scott R. Silverman, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of VeriTeQ Corporation; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
|
/s/ Scott R. Silverman |
|
Scott R. Silverman |
Chief Executive Officer |
Dated: March 16, 2016
EXHIBIT 31.2
CERTIFICATION
I, Marc S. Gelberg, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of VeriTeQ Corporation; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during
the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial
reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial
information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting. |
|
/s/ Marc S. Gelberg |
|
Marc S. Gelberg |
Chief Accounting Officer and Interim Chief Financial Officer |
Dated: March 16, 2016
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002
In connection with the Quarterly Report on Form 10-Q of VeriTeQ
Corporation (the “Company”) for the quarter ended September 30, 2015 as filed with the Securities and Exchange Commission
on the date hereof (the “Report”), I, Scott R Silverman, Chief Executive Officer of the Company, and I, Marc S. Gelberg,
Chief Accounting Officer and Interim Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted
pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
| 1. | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended;
and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company. |
|
/s/ Scott R. Silverman |
|
Scott R. Silverman |
Chief Executive Officer |
Dated: March 16, 2016 |
|
/s/ Marc S. Gelberg |
|
Marc S. Gelberg |
Chief Accounting Officer and Interim Chief Financial Officer |
Dated: March 16, 2016 |
A signed original of this written statement required by Section
906 has been provided to VeriTeQ Corporation and will be retained by VeriTeQ Corporation and furnished to the Securities and Exchange
Commission or its staff upon request.
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Condensed Consolidated Balance Sheets - USD ($) $ in Thousands |
Sep. 30, 2015 |
Dec. 31, 2014 |
Current assets: |
|
|
Cash |
$ 3
|
$ 77
|
Restricted cash |
$ 12
|
12
|
Accounts receivable |
|
11
|
Inventory |
|
2
|
Other current assets |
$ 12
|
84
|
Total current assets |
27
|
186
|
Property and equipment, net |
26
|
35
|
Other assets |
54
|
54
|
Intangible assets, net |
973
|
1,470
|
Total assets |
1,080
|
1,745
|
Current liabilities: |
|
|
Accounts payable |
1,275
|
1,141
|
Accrued expenses (including $1,341 and $1,171 to related parties) |
3,221
|
2,511
|
Notes payable, current portion, net of discounts (including $966 and $152 to related parties) |
4,811
|
2,480
|
Liabilities for conversion options of convertible notes |
6,246
|
930
|
Subordinated debt with an embedded conversion option, at fair value |
490
|
316
|
Total current liabilities |
$ 16,043
|
7,378
|
Notes payable, net of discount |
|
286
|
Warrant liabilities at fair value |
$ 2,086
|
534
|
Estimated royalty obligations |
440
|
440
|
Total liabilities |
$ 18,569
|
$ 8,638
|
Commitments and contingencies (note 10) |
|
|
Stockholders' deficit: |
|
|
Preferred stock |
|
|
Common stock ($0.00001 par value; 100 billion shares authorized; 250,724 and * shares issued and outstanding) |
$ 3
|
|
Additional paid-in capital |
22,106
|
$ 15,000
|
Accumulated deficit |
(41,439)
|
(23,734)
|
Total stockholders' deficit |
(19,330)
|
(8,734)
|
Total liabilities and stockholders' deficit |
1,080
|
1,745
|
Series D Preferred Stock [Member] |
|
|
Stockholders' deficit: |
|
|
Preferred stock |
$ 1,841
|
$ 1,841
|
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v3.3.1.900
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands |
Sep. 30, 2015 |
Dec. 31, 2014 |
Related parties accrued expenses |
$ 1,341
|
$ 1,171
|
|
Notes payable, net of discounts to related parties |
$ 966
|
$ 152
|
|
Preferred stock, par value |
$ 0.01
|
$ 0.01
|
|
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5,000,000
|
5,000,000
|
|
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0
|
0
|
|
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0
|
0
|
|
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$ 0.00001
|
$ 0.00001
|
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100,000,000,000
|
100,000,000,000
|
|
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250,724,000
|
|
[1] |
Common stock, shares, outstanding |
250,724,000
|
|
[1] |
Series D Preferred Stock [Member] |
|
|
|
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$ 0.01
|
$ 0.01
|
|
Preferred stock, shares outstanding |
1,841
|
1,841
|
|
|
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3 Months Ended |
9 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
Sep. 30, 2015 |
Sep. 30, 2014 |
Income Statement [Abstract] |
|
|
|
|
Sales |
$ 4
|
$ 44
|
$ 287
|
$ 139
|
Cost of goods sold, exclusive of depreciation and amortization shown separately below |
3
|
11
|
124
|
57
|
Gross profit |
1
|
33
|
163
|
82
|
Operating Expenses: |
|
|
|
|
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6,941
|
1,444
|
8,789
|
3,913
|
Development expenses |
$ 53
|
$ 98
|
157
|
$ 237
|
Asset impairment charge |
|
|
380
|
|
Depreciation and amortization expense |
$ 29
|
$ 150
|
122
|
$ 448
|
Total operating expenses |
7,023
|
1,692
|
9,448
|
4,598
|
Operating loss |
(7,022)
|
(1,659)
|
(9,285)
|
(4,516)
|
Other (expenses) income |
|
|
|
|
Interest expense |
(901)
|
(492)
|
(1,591)
|
(2,084)
|
Change in fair value of derivative and other fair valued instruments, net |
$ (4,173)
|
$ 1,258
|
(6,835)
|
4,836
|
Other income (expense) |
|
|
6
|
(62)
|
Total other (expense) income |
$ (5,074)
|
$ 766
|
(8,420)
|
2,690
|
Loss before income taxes |
$ (12,096)
|
$ (893)
|
$ (17,705)
|
$ (1,826)
|
Income tax benefit |
|
|
|
|
Net loss |
$ (12,096)
|
$ (893)
|
$ (17,705)
|
$ (1,826)
|
Net loss per common share - Basic and diluted |
$ (0.09)
|
$ (173,963)
|
$ (0.39)
|
$ (727,690)
|
Weighted average common shares outstanding - Basic and diluted |
133,772,000
|
5.1
|
45,150,000
|
2.5
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v3.3.1.900
Condensed Consolidated Statement of Changes in Stockholders' Deficit - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands |
Total |
Preferred Stock |
Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Beginnning balance at Dec. 31, 2014 |
$ (8,734)
|
|
|
|
$ 15,000
|
$ (23,734)
|
Beginnning balance, shares at Dec. 31, 2014 |
|
|
|
[1] |
|
|
Net loss |
$ (17,705)
|
|
|
|
|
$ (17,705)
|
Issuance of common stock for partial conversion of notes payable and accrued interest |
658
|
|
|
|
$ 658
|
|
Issuance of common stock for partial conversion of notes payable and accrued interest, shares |
|
|
488
|
|
|
|
Sale of common stock to related parties |
20
|
|
|
|
20
|
|
Sale of common stock to related parties, Shares |
|
|
1
|
|
|
|
Stock options issued to employees |
5,346
|
|
|
|
5,346
|
|
Issuance of restricted stock to officers and directors |
874
|
|
$ 3
|
|
871
|
|
Issuance of restricted stock to officers and directors, Shares |
|
|
250,000
|
|
|
|
Settlement of liabilities with related party |
32
|
|
|
|
32
|
|
Settlement of liabilities with related party, Shares |
|
|
11
|
|
|
|
Issuance of common stock for cashless exercise of warrants |
11
|
|
|
|
11
|
|
Issuance of common stock for cashless exercise of warrants, shares |
|
|
224
|
|
|
|
Reclassification of conversion option liabilities upon conversion of notes payable |
168
|
|
|
|
168
|
|
Ending balance at Sep. 30, 2015 |
$ (19,330)
|
|
|
|
$ 22,106
|
$ (41,439)
|
Ending balance, shares at Sep. 30, 2015 |
|
|
250,724
|
|
|
|
|
|
X |
- DefinitionAdjustment to additional paid in capital resulting from the recognition of convertible debt instruments as two separate components - a debt component and an equity component. This bifurcation may result in a basis difference associated with the liability component that represents a temporary difference for purposes of applying accounting for income taxes. The initial recognition of deferred taxes for the tax effect of that temporary difference is as an adjustment to additional paid in capital.
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v3.3.1.900
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands |
9 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
Cash flows from operating activities: |
|
|
Net loss |
$ (17,705)
|
$ (1,826)
|
Adjustments to reconcile net loss to net cash used in operating activites: |
|
|
Stock-based compensation |
6,220
|
565
|
Deprecation and amortization |
122
|
448
|
Non-cash interest charges |
1,328
|
$ 2,004
|
Asset impairment charge |
$ 380
|
|
Issuance of common stock for services |
|
$ 337
|
Change in fair value of subordinated convertible debt |
$ 174
|
(2,726)
|
Change in fair value of conversion options embedded in convertible notes |
5,098
|
(3,404)
|
Change in fair value of warrants |
1,563
|
$ 1,294
|
Gain on extinguishment of debt |
(9)
|
|
Loss on disposal of fixed assets |
$ 4
|
|
Loss on settlement of other receivable |
|
$ 56
|
Increase (decrease) in cash attributable to changes in operating assets and liabilities: |
|
|
Accounts payable and accrued expenses |
$ 1,804
|
1,213
|
Other receivable |
|
115
|
Other current assets |
$ 28
|
47
|
Accounts receivable |
$ 11
|
(24)
|
Other assets |
|
(37)
|
Net cash used in operating activities |
$ (982)
|
(1,938)
|
Cash flows from investing activities: |
|
|
Purchases of property and equipment |
(1)
|
(20)
|
Net cash used in investing activities |
(1)
|
(20)
|
Cash flows from financing activities: |
|
|
Proceeds from the issuance of convertible notes payable and warrants |
984
|
1,354
|
Proceeds from the issuance of related party notes and advances |
137
|
235
|
Repayment of convertible notes |
(95)
|
(400)
|
Repayment of related party notes and advances |
(137)
|
$ (90)
|
Proceeds from the issuance of common stock to related parties |
$ 20
|
|
Decrease in restricted cash |
|
$ 870
|
Net cash provided by financing activities |
$ 909
|
1,969
|
Net (decrease) increase in cash |
(74)
|
11
|
Cash and cash equivalents - beginning of period |
77
|
13
|
Cash and cash equivalents - end of period |
$ 3
|
$ 24
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v3.3.1.900
Organization, Basis of Presentation and Summary of Selected Significant Accounting Policies
|
9 Months Ended |
Sep. 30, 2015 |
Organization, Basis of Presentation and Summary of Selected Significant Accounting Policies [Abstract] |
|
ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SELECTED SIGNIFICANT ACCOUNTING POLICIES |
1. ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SELECTED SIGNIFICANT ACCOUNTING POLICIES Organization and Basis of Presentation These unaudited condensed consolidated financial statements and notes thereto include the financial statements of VeriTeQ Corporation (“VC”), a Delaware corporation, and its wholly-owned subsidiary, VeriTeQ Acquisition Corporation (“VAC”), a Florida corporation. VC, VAC and VAC’s inactive VTQ IP Holding Corporation and PositiveID Animal Health Corporation subsidiaries are referred to together as “VeriTeQ” or “the Company.” The Company’s business was comprised of ongoing efforts to provide implantable medical device identification. The accompanying unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014. These condensed consolidated interim financial statements have been prepared in accordance the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”) and therefore omit or condense certain footnotes and other information normally included in consolidated interim financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair presentation of the condensed consolidated interim financial statements have been made. Results of operations reported for interim periods may not be indicative of the results for the entire year. In addition, certain prior year balances have been reclassified to conform to the current presentation. Specifically, the Change in fair value of convertible debt with embedded option feature, Change in fair value of conversion option of the convertible notes and Change in fair value of warrant liabilities for the three and nine months ended September 30, 2014, which had been reflected as separate line items in the consolidated statements of operations, are now reflected in Change in fair value of derivative and other fair valued instruments in the accompanying
consolidated statements of operations. Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has incurred significant operating losses since its inception on December 14, 2011 and had a working capital deficit and accumulated deficit at September 30, 2015 of $16.0 million and $41.4 million, respectively. The Company’s cash position is critically deficient, and payments essential to the Company’s ability to operate are not being made in the ordinary course of business. Failure to raise capital in the coming days to fund the Company’s operations and failure to generate positive cash flow to fund such operations in the future will have a material adverse effect on the Company’s financial condition. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments to the classification of recorded asset amounts or the amounts and classification of liabilities that might result from this uncertainty. The auditor’s report on the Company’s financial statements for the years ended December 31, 2014 and 2013 expressed substantial doubt about the Company’s ability to continue as a going concern. The Company needs to raise additional funds immediately and continue to raise funds until it begins to generate sufficient cash from operations, and it may not be able to obtain the necessary financing on acceptable terms, or at all. During the nine months ended September 30, 2015, the Company raised approximately $0.9 million, net of repayments, from the sale of convertible promissory notes (see note 4). On October 19, 2015, the Company received a default notice from its senior lender demanding repayment of approximately $2.1 million of indebtedness, secured by substantially all of the Company’s assets, which the Company was unable to repay. The Company also received a Notice of Disposition of Collateral advising the Company that the senior lender, acting as collateral agent, intended to sell the assets at auction. On November 4, 2015, the Company’s assets were sold at auction for the sum of $1 million, which was credited against the Company’s outstanding senior debt (see note 12). As of the date of this report, the Company has ceased its business operations. The Company currently intends to attempt to acquire, merge or combine with and/or acquire the operating assets of an operating business (see note 12). Reverse Stock Splits and Change in Par Value of Common Stock On December 18, 2014, an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse split of all of the outstanding shares of the Company’s common stock at a ratio of 1 for 1,000 was approved by the Company’s Stockholders. The Certificate of Amendment became effective on February 11, 2015, and at that time each 1,000 shares of outstanding common stock of the Company was combined and automatically converted into one share of the Company’s common stock, with a par value of $0.00001 per share (the “February 2015 Reverse Stock Split”). In addition, the conversion and exercise prices of all of the Company’s outstanding preferred stock, common stock purchase warrants, stock options and convertible notes payable were proportionately adjusted at the 1:1,000 reverse split ratio consistent with the terms of such instruments. No fractional shares were issued as a result of the February 2015 Reverse Stock Split, and shareholders received a cash payment in lieu of such fractional shares that they would otherwise be entitled. Also on December 18, 2014, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to (i) reduce the par value of the Company’s common stock from $0.01 per share to $0.00001 per share; and (ii) increase the number of shares of common stock that the Company is authorized to issue from 500 million to 10 billion. This amendment became effective on December 18, 2014. On July 29, 2015, another amendment to the Company’s Amended and Restated Certificate of Incorporation became effective to implement a 1-for-10,000 reverse stock split (the “July 2015 Reverse Stock Split”) of the Company’s common stock. As a result, each 10,000 shares of the Company’s issued and outstanding common stock automatically, and without any action on the part of the respective holders, were combined and converted into one issued and outstanding share of common stock. The July 2015 Reverse Stock Split resulted in a reduction in the number of issued and outstanding shares of the Company’s common stock from approximately 4.4 billion to approximately 446,000. The July 2015 Reverse Stock Split affected all issued and outstanding
shares of the Company's common stock, as well as all common stock underlying convertible notes, warrants, convertible preferred stock and stock options outstanding immediately prior to the July 2015 Reverse Stock Split. The amendment also increased the number of shares of common stock that the Company is authorized to issue from 10 billion to 100 billion. The Amendment was approved by the Company’s Board of Directors and ratified by the Company’s stockholders on May 26, 2015. All share, per share and capital stock amounts as of September 30, 2015 and December 31, 2014, and for the three and nine months ended September 30, 2015 and 2014 have been retroactively restated to give effect to the July 2015 Reverse Stock Split, the February 2015 Reverse Stock Split and the change in the par value of the Company’s common stock. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the year. Actual results could be affected by those estimates. Included in these estimates are assumptions used in determining the lives and valuation of long-lived assets, in valuation models used in estimating the fair value of certain promissory notes, warrants, embedded conversion options, stock-based compensation and in determining valuation allowances for deferred tax assets. Property and Equipment Property and equipment consists primarily of machinery and computer equipment and is stated at cost less accumulated depreciation. Depreciation expense is computed using the straight-line method over the estimated useful life of the related assets, generally ranging from 3 to 10 years. Depreciation expense for the three and nine months ended September 30, 2015 was approximately $2,000 and $6,000, respectively. Depreciation for the three and nine months ended September 30, 2014 was approximately $1,000 and $2,000, respectively. Intangible Assets The Company’s intangible assets (see note 2) are amortized on a straight-line basis over their expected economic lives ranging from 7 to 14 years. The lives were determined based upon the expected use of the asset, the ability to extend or renew patents, trademarks and other contractual provisions associated with the asset, the stability of the industry, expected changes in and replacement value of distribution networks and other factors deemed appropriate. The Company reviews its intangible assets and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If an impairment indicator is present, the Company evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the carrying value of the asset exceeds the projected undiscounted cash flows, the Company is required to estimate the fair value of the asset and recognize an impairment charge to the extent that the carrying value of the asset exceeds its estimated fair value. The Company recorded an impairment charge of $0.4 million for the three and nine months ended September 30, 2015 and did not record any impairment charges during the three and nine months ended September 30, 2014. Revenue Recognition Product revenue is recognized at the time product is shipped and title has transferred, provided that a purchase order has been received or a contract has been executed, there are no uncertainties regarding customer acceptance, the sales price is fixed and determinable and collectability is deemed probable. Cost of products sold is recorded as the related revenue is recognized. Income Taxes The Company recognizes deferred tax liabilities and assets based on the temporary differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates in effect for the year in which the differences are expected to affect taxable income. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes consist primarily of timing differences such as amortization of intangible assets, deferred officers' compensation and stock-based compensation. A valuation allowance is provided against net deferred tax assets when the Company determines it is more likely than not that it will fail to generate sufficient taxable income to be able to realize the deferred tax assets. In accordance with U.S. GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Derecognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce net assets. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of September 30, 2015 and December 31, 2014. Concentration All of the Company’s revenue and accounts receivable are from a single customer, Establishment Labs, SA. Loss per Common Share and Common Share Equivalent Basic loss per share excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income of the Company. The following securities were excluded in the computation of dilutive loss per share for the nine months ended September 30, 2015 and 2014 because their inclusion would have been anti-dilutive: | | 2015 | | | 2014 | | Stock options | | | 148,500,000 | | | | - | | Warrants | | | 67,180,577 | | | | 109 | | Shares issuable upon conversion of preferred stock | | | 46,964,286 | | | | - | | Shares issuable upon conversion of convertible notes payable | | | 150,713,794 | | | | 76 | | | | | 413,358,657 | | | | 185 | |
Impact of Recently Issued Accounting Standards From time to time, the Financial Accounting Standards Board (the “FASB”) or other standards setting bodies will issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification (“ASC”) are communicated through issuance of an Accounting Standards Update (“ASU”).
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v3.3.1.900
Intangible Assets
|
9 Months Ended |
Sep. 30, 2015 |
Intangible Assets [Abstract] |
|
INTANGIBLE ASSETS |
2. INTANGIBLE ASSETS Intangible assets consist of the following: | | September 30, 2015 | | | December 31, 2014 | | | | Gross Carrying | | | Accumulated | | | | | | Gross Carrying | | | Accumulated | | | | | ($000's) | | Amount | | | Amortization | | | Total | | | Amount | | | Amortization | | | Total | | | | | | | | | | | | | | | | | | | | | Proprietary Technology | | $ | 1,372 | | | $ | (399 | ) | | $ | 973 | | | $ | 1,500 | | | $ | (318 | ) | | $ | 1,182 | | Customer relationship | | | 248 | | | | (248 | ) | | | - | | | | 500 | | | | (212 | ) | | | 288 | | | | $ | 1,620 | | | $ | (647 | ) | | $ | 973 | | | $ | 2,000 | | | $ | (530 | ) | | $ | 1,470 | |
As of September 30, 2015, the Company determined that its customer relationship intangible asset was fully impaired, and that the fair value of its proprietary technology was $1.0 million (see note 12). As a result, the Company recognized impairment charges aggregating to $0.4 million to write these assets down to their fair values. Amortization of intangibles charged against income amounted to $27,000 and $0.1 million for the three-months ended September 30, 2015 and 2014, respectively, and $0.1 million and $0.4 million for the nine months ended September 30, 2015 and 2014, respectively.
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v3.3.1.900
Accrued Expenses
|
9 Months Ended |
Sep. 30, 2015 |
Accrued Expenses [Abstract] |
|
ACCRUED EXPENSES |
3. ACCRUED EXPENSES The following table summarizes the significant components of accrued expenses: | | September 30, 2015 | | | December 31, 2014 | | | | (in thousands) | | Accrued payroll and payroll related (including $1,217 and $1,060 to related parties) | | $ | 1,608 | | | $ | 1,204 | | Accrued legal | | | 466 | | | | 477 | | Accrued other expenses (including $124 and $111 to related parties) | | | 1,147 | | | | 830 | | Total accrued expenses | | $ | 3,221 | | | $ | 2,511 | |
During the nine months ended September 30, 2015, the Company entered into separate agreements with Scott Silverman, the Company’s Chief Executive Officer, Randolph Geissler, the Company’s President, Michael Krawitz, the Company’s Chief Legal and Financial Officer and one other executive officer, (collectively, the “Executive Officers”) whereby each Executive Officer agreed that certain amounts of accrued but unpaid compensation that each individual was entitled to receive (aggregating approximately $914,000) would be paid in the form of a convertible promissory note (the “Officer Notes”). In connection with these agreements, the Company issued Officer Notes to Messrs. Silverman, Geissler, Krawitz and the other executive officer in the principal amounts of $194,010, $285,000, $384,509 and $50,000, respectively.
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- DefinitionThe entire disclosure for accounts payable and accrued liabilities at the end of the reporting period.
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v3.3.1.900
Notes Payable
|
9 Months Ended |
Sep. 30, 2015 |
Notes Payable and Subordinated Debt Reported at Fair Value [Abstract] |
|
NOTES PAYABLE |
4. NOTES PAYABLE Notes payable at September 30, 2015 and December 31, 2014 consist of the following: | | September 30, 2015 | | | December 31, 2014 | | | | (in thousands) | | Convertible notes payable with a bifurcated conversion option | | | 3,785 | | | | 2,943 | | Related party and Officer Notes | | | 1,045 | | | | 169 | | Other notes payable | | | 176 | | | | 185 | | Discount on notes payable | | | (195 | ) | | | (531 | ) | | | | 4,811 | | | | 2,766 | | Less current portion | | | (4,811 | ) | | | (2,480 | ) | Non-current notes payable | | | - | | | | 286 | |
Convertible Notes with a Bifurcated Conversion Option During the nine months ended September 30, 2015, the Company issued convertible promissory notes in the aggregate principal amount of $1,086,962, and received net proceeds of $984,106. These notes are generally due one year after the date of issuance, bear interest at rates of 1% to 12% per annum, and are convertible into shares of common stock at 57% to 61% of the market price of the Company’s common stock based on the low end of the trading range of the common stock during the 10 to 30 days prior to conversion, depending on the specific note being converted. With respect to the foregoing notes, in the event the Company were to issue or sell, or is deemed to have issued or sold, any shares of common stock for a consideration per share (the “New Issuance Price”) that is less than the conversion price in effect immediately prior to such issue or sale or deemed issuance or sale (a “Dilutive Issuance”), then, immediately after such Dilutive Issuance, the conversion price then in effect is reduced to an amount equal to the New Issuance Price. In connection with the issuance of one of the foregoing notes, the Company issued a warrant to purchase 50 shares of the Company’s common stock at an exercise price of $210 per share, subject to adjustment for stock splits, stock dividends and stock combinations (the “March 2015 Warrant”). The March 2015 Warrant is exercisable at any time until three years after the date of issuance. The terms of the warrant provides for a proportional downward adjustment of the exercise price in the event that the Company issues or sells, or is deemed to have issued or sold, shares of common stock at an issuance price that is less than the market price of the common stock at the time of issuance, as defined in the warrant agreement. The Company determined that the fair value of the March 2015 Warrant was de minimus at the date of issuance and at September 30, 2015. During the nine months ending September 30, 2015, $597,474 of previously issued convertible notes, along with $10,375 of accrued interest, were converted into 461,247 shares of the Company’s common stock, and $94,675 of convertible notes were repaid in accordance with their terms. In connection with the notes converted, approximately $168,000 of the bifurcated option liability was reclassified into additional paid-in capital. Also during the nine months ending September 30, 2015, the Company entered into a settlement agreement with one of its convertible noteholders which reduced the outstanding principal balance on their notes by $9,375, which was recorded as a gain on the settlement of debt and is reflected in other income in the accompanying consolidated statements of operations for the three and nine months ended September 30, 2015. In addition, the Company received additional notices for the conversion of $3,860 convertible notes that the Company was unable to honor. The Company’s failure to (i) timely file its Quarterly Report on Form 10-Q for the period ending June 30, 2015 with SEC, (ii) repay certain convertible notes that had reached their maturity date and (iii) honor the foregoing conversion notices, constitute events of default under the terms of the convertible notes.
The
terms of some of the convertible notes require that the outstanding principal amount on the notes increase by as much as 50% in the event of a default. As a result, the Company recorded additional principal on these notes and a corresponding non-cash interest charge in the amount of $456,684. At September 30, 2015, the outstanding balance on these convertible notes was $3,785,514. As more fully described in note 12, on October 19, 2015, the Company received a default notice from its senior lender, acting in its capacity as collateral agent representing approximately $2.2 million of senior convertible notes with first priority security interests on the Company’s assets, demanding repayment of these notes. The Company did not have the financial resources to repay this indebtedness. In conjunction with the default notice, the Company received a Notification of Disposition of Collateral, advising the Company that the senior lender intended to sell, lease or license the assets securing the senior convertible notes at a public auction. The auction took place on November 4, 2015 and the senior lender received proceeds of $1.0 million, which was credited against the Company’s outstanding balance of convertible notes. The remaining outstanding convertible notes currently accrue default interest at rates ranging from of 18% to 22% per annum, and the holders of the notes retain their right to convert the outstanding principal plus accrued and unpaid interest into shares of the Company’s common stock in accordance with the terms of the notes. Related Party Notes Payable On January 23, 2015, the Company borrowed $45,000 from Scott Silverman, as evidenced by a promissory note (the “2015 Silverman Note”). The 2015 Silverman Note was payable on demand, and bearing interest at a rate of 5% per annum. Between January 30, 2015 and September 30, 2015, the 2015 Silverman Note was repaid in its entirety, and Mr. Silverman agreed to forgo receiving interest on the note. During the nine months ending September 30, 2015, the Company also received $21,100 of short-term advances from Mr. Silverman, which were repaid as of September 30, 2015. As discussed in note 3, during the nine months ended September 30, 2015, four of the Company’s executive officers entered into agreements with the Company whereby certain amounts of accrued but unpaid compensation that each individual was entitled to receive would be paid in the form of Officer Notes, and the Company issued an aggregate of $913,519 of Officer Notes in satisfaction of the accrued liabilities. In addition, Mr. Geissler and Mr. Krawitz agreed to have their previously issued and outstanding demand notes due from the Company, in the principal amounts of $34,000 and $60,000, respectively, converted into separate Officer Notes. The Officer Notes bear interest at a rate of 5% per annum, with principal and interest due on March 1, 2016. The Company has the option to prepay the Officer Notes, in whole or in part, and without premium or penalty, at
any
time upon 5 business days’ written notice to the holder. At any time after September 1, 2015, the holder of an Officer Note can convert all or part of the note into shares of the Company’s common stock at a conversion price equal to the average daily closing price of the Company’s common stock for the 10 days prior to conversion. On April 16, 2014 and May 1, 2014, the Company issued promissory notes to Ned L. Siegel in the principal amount of $30,000 and $20,000, respectively (collectively, the “Siegel Notes”), with interest accruing at a rate of 9% per annum and with principal and interest due on these notes one year after their date of issuance. Mr. Siegel was appointed a director of the Company on June 17, 2014, and resigned from the Company’s board of directors on January 28, 2015. On February 27, 2015, the Siegel Notes were amended to (i) extend the maturity date to March 1, 2016, and (ii) reduce the per share conversion price from $350 to 60% of the average of the three lowest closing prices of the Company’s common stock for the 10 trading days prior to conversion. During the nine months ending September 30, 2015, $37,924 of related party notes, along with $1,483 of accrued interest, were converted into 26,720 shares of common stock. As of September 30, 2015 there were $1,044,595 of related party notes outstanding. In addition, the Company received additional notices for the conversion of $3,300 related party notes that the Company was unable to honor. Other Notes Payable Other notes payable as of December 31, 2014 consisted of a note payable to PositiveID Corporation (“PSID”) in the principal amount of approximately $115,000 (the “PSID Note”) which is to be repaid through the issuance of a de minimus number of shares of the Company’s stock, and other promissory notes with an aggregate principal amount of $70,625 that are generally convertible into shares of the Company’s common stock at the option of the holder at a conversion price of $3,500,000 per share. For some of these notes, the Company may, at its sole option, elect to convert the note into common stock at a conversion price that is equal to 60% of the market price of the Company’s common stock, as defined in the notes. During the nine months ended September 30, 2015, $9,400 of these notes, plus $1,537 of accrued interest, was converted into 10 shares of the Company’s common stock. At September 30, 2015, the total of all of the Company’s outstanding promissory notes were convertible into an aggregate of 117,380,460 shares of the Company’s common stock. During the nine months ended September 30, 2015 and 2014, the Company recognized interest expense of approximately $1.6 million and $2.1 million, respectively, which is primarily related to the amortization of debt discounts and, in 2015, recognition of additional principal due to the defaults on convertible notes.
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v3.3.1.900
Subordinated Debt Reported at Fair Value
|
9 Months Ended |
Sep. 30, 2015 |
Notes Payable and Subordinated Debt Reported at Fair Value [Abstract] |
|
SUBORDINATED DEBT REPORTED AT FAIR VALUE |
5. SUBORDINATED DEBT REPORTED AT FAIR VALUE In December 2012, VAC entered into an asset purchase agreement and royalty agreement with SNC Holding Corp. wherein VAC acquired various technology and trademarks related to its radiation dose measurement technology. Under the terms of the agreements, VAC issued a non-interest bearing secured subordinated convertible promissory note in the principal amount of $3.3 million (the “SNC Note”). The SNC Note is convertible into one-third of the beneficial common stock ownership of VC held by Scott Silverman, or 33,333,333 shares of common stock as of September 30, 2015. The SNC Note was amended in July 2013 to extend the maturity date to June 30, 2015. The SNC Note has not been repaid. The Company made an irrevocable election at the time of issuance to report the note at fair value, with changes in fair value recorded through the Company’s statement of operations as Other expense/income in each accounting period. At September 30, 2015 and December 31, 2014, the fair value of the SNC Note was $0.5 million and $0.3 million, respectively (see notes 6 and 12 for further information).
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v3.3.1.900
Financial Instruments and Fair Value Measurements
|
9 Months Ended |
Sep. 30, 2015 |
Financial Instruments and Fair Value Measurements [Abstract] |
|
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS |
6. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities that are required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. As of September 30, 2015, the SNC Note (which the Company elected to be accounted for at fair value), the bifurcated embedded option in other convertible notes and the warrant liabilities were valued using Level 3 inputs. The changes in fair value of the SNC Note, the bifurcated embedded option in the convertible notes and the warrant liability during the three and nine months ended September 30, 2015 and 2014 are reflected in Changes in fair value of derivative and other fair valued instruments in the Company’s consolidated statement of operations. As of September 30, 2015, non-financial assets measured at fair value were the intangible asset
value of $1.0 million, based on a level 1 input (see note 12). The following table summarizes the Company’s financial assets and liabilities measured at fair value as presented in the consolidated balance sheets as of September 30, 2015 and December 31, 2014 (in thousands): | | September 30, 2015 | | | December 31, 2014 | | | | Level 1 | | | Level 2 | | | Level 3 | | | Level 1 | | | Level 2 | | | Level 3 | | | | | | | | | | | | | | | | | | | | | Liabilities: | | | | | | | | | | | | | | | | | | | SNC Note | | $ | — | | | $ | — | | | $ | 490 | | | $ | — | | | $ | — | | | $ | 316 | | Bifurcated option in convertible notes | | $ | — | | | $ | — | | | $ | 6,246 | | | $ | — | | | $ | — | | | $ | 930 | | Warrant liabilities | | $ | — | | | $ | — | | | $ | 2,086 | | | $ | — | | | $ | — | | | $ | 534 | |
The following is a summary of activity of Level 3 liabilities for the nine months ended September 30, 2015: | | SNC Note | | | Bifurcated embedded option in convertible notes | | | Warrant liabilities | | Balance at December 31, 2014 | | $ | 316 | | | $ | 930 | | | $ | 534 | | Issuance of additional debt | | | | | | | 386 | | | | | | Conversion of notes and exercise of warrants into shares of common stock | | | | | | | (168 | ) | | | (11 | ) | Losses (gains) included in net loss | | | 174 | | | | 5,098 | | | | 1,563 | | Balance at September 30, 2015 | | $ | 490 | | | $ | 6,246 | | | $ | 2,086 | |
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v3.3.1.900
Stockholders' Deficit
|
9 Months Ended |
Sep. 30, 2015 |
Stockholders' Deficit [Abstract] |
|
STOCKHOLDERS' DEFICIT |
7. STOCKHOLDERS’ DEFICIT Preferred Stock As of September 30, 2015, the Company has authorized 5 million shares of preferred stock, par value $0.01 per share with 1,841 shares of Series D Convertible Preferred Stock (the “Series D Preferred Stock”) outstanding, of which 1,400 shares are held by Scott Silverman and 441 shares are held by Randolph Geissler. The stated value of the Series D Preferred Stock is reflected as temporary equity in the Company’s consolidated balance sheet, due to the possibility that under certain conditions the Series D Preferred Stock could be required to be settled in cash. On March 13, 2015, the Company’s Board of Directors approved an amendment to the Certificate of Designation for the Series D Preferred Stock to change the price for which the Series D Preferred Stock can be converted into common stock of the Company to the average closing price of the common stock over any 5 consecutive Trading Days occurring between March 12, 2015 and the conversion date, with the five-day period being elected by the holder of the Series D Preferred Stock in the conversion notice. Common Stock As previously discussed in note 1, the February 2015 Reverse Stock Split became effective on February 11, 2015, and the July 2015 Reverse Stock Split became effective on July 29, 2015. All share, per share and capital stock amounts have been retroactively restated as of September 30, 2015 and December 31, 2014, and for the three and nine months ended September 30, 2015 and 2014 to give effect to the reverse stock splits. On April 20, 2015, the Company sold 526 shares of its common stock to a director of the Company for a purchase price of $10,000. The purchase price was based on the closing price of the Company’s common stock on April 19, 2015. On April 22, 2015, the Company sold 666 shares of its common stock to Mr. Silverman for $10,000. The purchase price was based on the closing price of the Company’s common stock on April 21, 2015. On May 12, 2015, a director of the Company converted outstanding amounts owed to him in the amount of $32,101, into 10,700 shares of common stock. The number of shares issued was based on the closing price of the Company’s common stock on May 11, 2015. On August 13, 2015, the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) granted 100,000,000 shares of restricted common stock to executive officers of the Company and options to purchase 148,500,000 shares of the Company’s common stock to employees and directors of the Company. These grants were under the Company’s 2014 Stock Incentive Plan and vested on the date of grant. Also on August 13, 2015, the Compensation Committee granted an additional 150,000,000 shares of restricted common stock to certain executive officers and a director. The restricted common stock vests on January 2, 2017 or upon a change of control. The stock options granted were valued at the date of grant using the Black-Scholes valuation model, with the following assumptions: risk-free interest rate of 2.19%, dividend yield of 0% and volatility of 694.91%. For the three and nine months ended September 30, 2015, the Company recorded compensation expense of $5.3 million with respect to the stock options. The grant date fair value of the restricted common stock is being expensed over the vesting period, and the Company recorded $0.9 million in stock-based compensation in the three and nine months ending September 30, 2015. As of September 30, 2015, the Company had 100 billion shares of common stock authorized and 250,723,718 shares were issued and outstanding, including the 250 million shares of restricted common stock issued to certain of the Company’s officers and directors. Warrants Treated as Liabilities On November 13, 2013 in connection with the issuance of senior convertible notes and an amendment to certain agreements between the Company and PSID, the Company issued warrants to purchase up to 2,944,444 shares of the Company’s common stock on a pre-split basis (the “November 2013 Warrants”). The November 2013 Warrants became exercisable at issuance and entitle the Investors to purchase shares of the Company’s common stock for a period of five years at an initial exercise price (prior to giving effect to the reverse split) of $2.84 per share, contain a cashless exercise provision and a full ratchet price protection provision on the exercise price. As of September 30, 2015, after consideration of both reverse stock splits and based on the aggregate exercise price of $2,821,580, if all of the remaining November 2013 Warrants had been exercised the number of shares of the Company’s common stock that would have been issued would have been 67,180,477 shares based on an exercise price of $0.042 per share, subject to adjustment for the cashless exercise provisions. During the nine months ended September 30, 2015, the Company issued 223,817 shares of common stock for November 2013 Warrants exercised on a cashless basis and approximately $11,000 of warrant liabilities were reclassified to additional paid in capital. During the nine months ended September 30, 2015, the Company issued the March 2015 Warrant (see note 4). The March 2015 Warrant is exercisable at any time until three years after the date of issuance. The terms of the warrant provides for a proportional downward adjustment of the exercise price in the event that the Company issues or sells, or is deemed to have issued or sold, shares of common stock at an issuance price that is less than the market price of the common stock at the time of issuance, as defined in the warrant agreement. The Company determined that the fair value of the March 2015 Warrant was de minimus at the time of issuance and at September 30, 2015. The terms of the March 2015 Warrant and the November 2013 Warrants are such that they do not qualify for equity treatment under ASC 815 and are classified as liabilities at September 30, 2015 and December 31, 2014. The carrying amount of the warrant liabilities approximate management’s estimate of their fair value (see note 6) and were determined to be $2.1 million and $0.5 million at September 30, 2015 and December 31, 2014, respectively. The Company recognized a loss on the change in fair value of the Company’s warrant liabilities for the three months ended September 30, 2015 of $24,000 and a gain of $1.5 million for the three months ended September 30, 2014. The Company recognized a loss on the change in fair value of the warrant liabilities of $1.6 million and $1.3 million for the nine months ended September 30, 2015 and 2014, respectively.
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v3.3.1.900
Income Taxes
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9 Months Ended |
Sep. 30, 2015 |
Income Taxes [Abstract] |
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INCOME TAXES |
8. INCOME TAXES The Company did not record an income tax provision or benefit for the three and nine months ended September 30, 2015 and 2014. The Company has incurred losses since its inception and has provided a valuation allowance against its net operating loss carryforwards and other net deferred tax assets.
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- DefinitionThe entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.
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- 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
Commitments and Contingencies
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9 Months Ended |
Sep. 30, 2015 |
Commitments and Contingencies [Abstract] |
|
COMMITMENTS AND CONTINGENCIES |
10. COMMITMENTS AND CONTINGENCIES In March 2013, VC appointed a liquidator and initiated the formal liquidation of its U.K. subsidiary, Signature Industries Limited (“Signature”), primarily related to its outstanding liabilities. VC used £40,000 (approximately $61,000) of the proceeds from the sale of Signature’s former division, Digital Angel Radio Communications Limited (“DARC”) to satisfy its estimated portion of Signature’s outstanding liabilities. However, additional claims submitted to the liquidator could result in the Company being required to pay additional amounts to cover its share of Signature’s outstanding liabilities. The Company has estimated a potential additional liability of approximately $159,000 which is reflected in accrued expenses in the accompanying consolidated balance sheets as of September 30, 2015 and December 31, 2014. On January 30, 2014, the Company and the buyers of DARC entered into a letter agreement under which the Company agreed to accept a payment of £62,000 (USD approximately $0.1 million) in full and final settlement of a deferred purchase price related to VC’s sale of DARC in March 2013. As a result, the Company recorded a loss on the settlement of this receivable of approximately USD $55,000 in the nine months ended September 30, 2014, which is reflected in Other expenses in the Company’s consolidated statement of operations. All of the other provisions (including, without limitation, the indemnities) agreed between VC, and/or the Buyers under the stock purchase agreement and any related documents remain in full force and effect. During the year ended December 31, 2013, the Company was informed by the New Jersey Department of Environmental Protection that a predecessor business sold a building in 2006 for which an environmental action has been claimed. The claim is being reviewed by the Company’s outside legal counsel, and the Company has not yet determined the impact on its financial condition, liquidity or cash flows, if any.
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- DefinitionThe entire disclosure for commitments and contingencies.
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v3.3.1.900
Supplemental Disclosure of Cash Flow Information
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9 Months Ended |
Sep. 30, 2015 |
Supplemental Disclosure of Cash Flow Information [Abstract] |
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
11. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Supplemental cash flow information for the nine months ended September 30, 2015 and 2014 were as follows (in thousands): | | 2015 | | | 2014 | | Supplemental disclosure of cash flow information: | | | | | | | Cash paid for interest | | | - | | | | - | | Cash paid for income taxes | | | - | | | | - | | Supplemental schedule of non-cash investing and financing activities: | | | | | | | | | Notes payable and accrued liabilities converted into common stock | | | 690 | | | | 625 | | Accrued liabilities satisfied through the issuance of convertible promissory notes to related parties | | | 914 | | | | - | | Issuance of a warrant in connection with a promissory note | | | - | | | | 66 | | Cashless exercises of common stock warrants | | | 11 | | | | 7,048 | | Reclassification of derivative liability to equity upon conversion of notes payable | | | 168 | | | | - | | Discounts recorded for embedded conversion option liabilities of convertible notes | | | 386 | | | | - | |
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- DefinitionThe entire disclosure for supplemental cash flow activities, including cash, noncash, and part noncash transactions, for the period. Noncash is defined as information about all investing and financing activities of an enterprise during a period that affect recognized assets or liabilities but that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
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v3.3.1.900
Subsequent Events
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9 Months Ended |
Sep. 30, 2015 |
Subsequent Events [Abstract] |
|
SUBSEQUENT EVENTS |
12. SUBSEQUENT EVENTS
Issuance of Convertible Notes
Between October 1, 2015 and March 11, 2016, the Company issued convertible promissory notes in the aggregate principal amount of $358,002, for which the Company received $305,898 in net proceeds. In addition, the Company issued convertible promissory notes in connection with the proposed acquisition and other transactions discussed below in the aggregate principal amount of $341,176. The Company received no cash proceeds with the issuance of these notes. These notes are due one year after the date of issuance, bear interest at rates of 12% per annum, and are convertible into shares of common stock at the lesser of (i) $0.015 per share or (ii) 60% of the average of the three lowest trading prices of the Company’s common stock during the 10 days prior to conversion.
The foregoing notes contain terms similar to those of the convertible notes issued in November 2013 and in 2014, whereby in the event the Company were to issue or sell, or is deemed to have issued or sold, any shares of common stock for a consideration per share (the “New Issuance Price”) that is less than the conversion price in effect immediately prior to such issue or sale or deemed issuance or sale (a “Dilutive Issuance”), then, immediately after such Dilutive Issuance, the conversion price then in effect is reduced to an amount equal to the New Issuance Price.
In November and December of 2015 the Company issued additional Officer Notes in the aggregate principal amount of $96,955 in settlement of accrued but unpaid compensation. The terms and conditions of these notes are substantially identical to those of the Officer Notes described in note 4.
Defaults on Senior and Subordinated Securities
The Company’s failure to timely file its Quarterly Report on Form 10-Q with the SEC in August of 2015, as well as its failure to pay some of the convertible notes that became due, constitute events of default on the Company’s outstanding convertible promissory notes, including approximately $1.0 million of senior secured promissory notes secured by substantially all of the Company’s assets (the "Senior Notes”). As a result, the Company
entered into discussions with Magna Equities I, LLC, (together with its affiliate, Magna Equities II, “Magna”) the collateral agent for the holders of the Senior Notes, and agreed to the actions taken below.
On October 19, 2015, the Company entered into a letter agreement with Magna pursuant to which the Company agreed to exchange approximately $1.3 million aggregate principal amount of outstanding unsecured convertible promissory notes held by Magna for an equal principal amount of new secured convertible promissory notes (the “New Magna Notes”) intended to be pari passu in rank and priority with the Senior Notes. There was no accounting effect to this amendment.
On October 19, 2015, the Company received a default notice from Magna, acting in its capacity as collateral agent under the security agreement pertaining to the Senior Notes. At the time of the notice, Magna was the holder of outstanding convertible promissory notes of the Company in the aggregate principal amount of approximately $1.6 million (excluding all accrued but unpaid interest), consisting of approximately $0.3 million of Senior Notes and $1.3 million of New Magna Notes, and had entered into agreements with holders of an additional $500,000 aggregate principal of Senior Notes to acquire such Senior Notes. The default notice demanded repayment of the entire amount due under the Senior Notes (including the $500,000 of Senior Notes Magna had the right to acquire) and the New Magna Notes (collectively, the "Magna Notes"). The Company did not have the financial resources to repay this indebtedness. The default notice also advised the Company and its subsidiaries that Magna was exercising all of its rights and remedies under the Senior Notes it owns (including the $500,000 of Senior Notes Magna had the right to acquire) and the New Magna Notes and the related debt documents. In conjunction with this default notice, the Company received from Magna a Notification of Disposition of Collateral (the “NDC”). The NDC advised the Company that Magna intended to sell, lease or license the assets securing the Senior Notes and the New Magna Notes at a public auction to take place in early November of 2015. These assets constitute substantially all of the assets of the Company and its subsidiaries, except for those assets securing the SNC Note. On November 4, 2015, the public auction took place, and Magna purchased the assets, including the capital stock of the Company’s VAC and PositiveID Animal Health subsidiaries, for $1 million, which was credited against the Company’s outstanding indebtedness to Magna.
Magna’s purchase of the $500,000 of Senior Notes from the previous holders was completed on November 10, 2015. In connection with this transaction, the Company amended a previously issued unsecured convertible promissory note with one of the holders by increasing the principal amount of the note by $102,500. The Company did not receive any cash proceeds from this transaction.
SNC Assets
The SNC Note (see note 5) is secured by all of the assets, consisting primarily of intellectual property and certain tangible property and equipment (the “SNC Collateral”), acquired by the Company under the asset purchase agreement entered into by the Company and SNC Holdings Corp. on November 30, 2012. Under the terms of the SNC Note, as amended, which was due on June 30, 2015 and has not been repaid, the holder of the SNC Note may look solely to the SNC Collateral to satisfy all obligations of the Company to it under the SNC Note and not to any other assets of the Company and/or its subsidiaries. In October of 2015, the Company contacted the holder of the SNC Note regarding the return of the SNC Collateral to the holder in satisfaction of the SNC Note. By letter agreement dated February 18, 2016, the Company agreed to return the SNC Collateral to the holder of the SNC Note, and the holder agreed to discharge the Company of all of its obligations and liabilities under the SNC Note upon receipt of the SNC Collateral.
Proposed Acquisition
On November 25, 2015, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with The Brace Shop, LLC, a Florida limited liability company (“The Brace Shop”) and Lynne Shapiro (the “Seller”), whereby the Company agreed to acquire (the “Acquisition”), all of the issued and outstanding membership interests (the “Stock”) of The Brace Shop. The Brace Shop operates as an online retailer of orthopedic braces and related medical devices and, according to The Brace Shop’s management, had annual unaudited revenues of approximately $7 million for the year ended December 31, 2015.
Pursuant to the terms of the Purchase Agreement, the aggregate purchase price for the Stock is (i) $250,000 in cash, $125,000 of which was paid to the Seller upon the execution of the Purchase Agreement, $62,500 of which was paid to the Seller on January 6, 2016 and the remaining $62,500 was paid to the Seller on February 5, 2016, (ii) one unit of the Company’s to be established Series E Preferred Stock which is convertible into 84.9% of the issued and outstanding shares of common stock of the Company, on a fully diluted basis with voting rights, (iii) a goldenshare in the form of a warrant (the “Goldenshare”), exercisable for that number of shares of common stock required to insure that the Series E Preferred Stock issued as part of the purchase price to the Seller is convertible into 84.9% of the issued and outstanding shares of common stock, on a fully diluted basis. At the closing of the Acquisition, the Company’s current Chief Executive Officer will receive a unit of the Series E Preferred Stock convertible into 3.9% of the issued and outstanding common stock of the Company on a fully-diluted basis. The units of Series E Preferred Stock and the Goldenshare will not be convertible until the date six months from the date of the closing of the Acquisition. In addition, upon the closing of the Acquisition, pursuant to the Purchase Agreement, the Company will pay a consultant $50,000 (less $10,000 that was paid upon the execution of the Purchase Agreement), and issue the consultant a 3 year warrant to purchase, at an exercise price of $0.01 per share, 2.99% of the issued and outstanding common stock of the Company, which warrant may be exercisable on a cashless basis.
The aggregate cash payment of $250,000 to the Seller was financed by the sale of senior secured convertible promissory notes in the aggregate principal amount of $294,118 (the “Acquisition Notes”) to an institutional investor who previously purchased convertible debt from the Company (the “Investor”). The Acquisition Notes bear interest at a rate of 12% per annum, with principal and interest due one year from the date of issuance. The Acquisition Notes are convertible into shares of the Company’s Common Stock at a
conversion price equal to the lesser of (i) $0.015 per share or (ii) 60% of the average of the three lowest trading prices during the ten trading days prior to conversion, and contain full-ratchet anti-dilution provisions similar to those of convertible notes previously issued by the Company. The embedded conversion option contained in the Acquisition Notes will be bifurcated and reflected as a derivative liability at fair value. The Company currently anticipates that the $50,000 consulting fee and all other costs and expenses related to the Acquisition and the Company’s ongoing operations will be funded through the sale of additional senior secured convertible promissory notes to the Investor on terms substantially identical to that of the Acquisition Notes.
The Purchase Agreement contemplates that all interest, principal and any other required payments on all debt instruments of the Company that are outstanding as of the date of the Purchase Agreement (but excluding the Acquisition Notes) shall only be paid through the issuance of shares of common stock. All options, warrants, shares of preferred stock and other securities of the Company outstanding as of the date of the Purchase Agreement are to remain in place on the terms set forth in each of such securities, except that all options, warrants and shares of preferred stock are to be converted into common stock within six months of the date of closing of the Acquisition or cancelled.
The closing of the Acquisition is subject to a number of other conditions including, but not limited to, the Company becoming current in its reporting requirements under the Federal Securities Laws, and completion of an audit of The Brace Shop’s financial statements for its two most recent fiscal years. Since the sole member of The Brace Shop would obtain voting control of 84.9% of the Company, the Company anticipates that the closing of the Acquisition, if it takes place, will result in a change in control, and therefore would be accounted for as a reverse acquisition and recapitalization with the Brace Shop as the accounting acquirer and continuing business of the Company.
While the Company currently believes that the closing of the Acquisition will take place in March of 2016, there can be no assurances that the Closing will occur during such time or at all, or that the terms of the Acquisition as set forth in the Purchase Agreement will not materially change. Moreover, the Company currently has limited funds and no assurances can be given that it will be able to raise any additional funds on terms acceptable to the Company, or at all, or that the Company will be able to continue as a going concern. The failure to do so could result in the Company not being able to effectuate the Acquisition.
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v3.3.1.900
Organization, Basis of Presentation and Summary of Selected Significant Accounting Policies (Policies)
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9 Months Ended |
Sep. 30, 2015 |
Organization, Basis of Presentation and Summary of Selected Significant Accounting Policies [Abstract] |
|
Going Concern |
Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The Company has incurred significant operating losses since its inception on December 14, 2011 and had a working capital deficit and accumulated deficit at September 30, 2015 of $16.0 million and $41.4 million, respectively. The Company’s cash position is critically deficient, and payments essential to the Company’s ability to operate are not being made in the ordinary course of business. Failure to raise capital in the coming days to fund the Company’s operations and failure to generate positive cash flow to fund such operations in the future will have a material adverse effect on the Company’s financial condition. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments to the classification of recorded asset amounts or the amounts and classification of liabilities that might result from this uncertainty. The auditor’s report on the Company’s financial statements for the years ended December 31, 2014 and 2013 expressed substantial doubt about the Company’s ability to continue as a going concern. The Company needs to raise additional funds immediately and continue to raise funds until it begins to generate sufficient cash from operations, and it may not be able to obtain the necessary financing on acceptable terms, or at all. During the nine months ended September 30, 2015, the Company raised approximately $0.9 million, net of repayments, from the sale of convertible promissory notes (see note 4). On October 19, 2015, the Company received a default notice from its senior lender demanding repayment of approximately $2.1 million of indebtedness, secured by substantially all of the Company’s assets, which the Company was unable to repay. The Company also received a Notice of Disposition of Collateral advising the Company that the senior lender, acting as collateral agent, intended to sell the assets at auction. On November 4, 2015, the Company’s assets were sold at auction for the sum of $1 million, which was credited against the Company’s outstanding senior debt (see note 12). As of the date of this report, the Company has ceased its business operations. The Company currently intends to attempt to acquire, merge or combine with and/or acquire the operating assets of an operating business (see note 12).
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Reverse Stock Splits and Change in Par Value of Common Stock |
Reverse Stock Splits and Change in Par Value of Common Stock On December 18, 2014, an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse split of all of the outstanding shares of the Company’s common stock at a ratio of 1 for 1,000 was approved by the Company’s Stockholders. The Certificate of Amendment became effective on February 11, 2015, and at that time each 1,000 shares of outstanding common stock of the Company was combined and automatically converted into one share of the Company’s common stock, with a par value of $0.00001 per share (the “February 2015 Reverse Stock Split”). In addition, the conversion and exercise prices of all of the Company’s outstanding preferred stock, common stock purchase warrants, stock options and convertible notes payable were proportionately adjusted at the 1:1,000 reverse split ratio consistent with the terms of such instruments. No fractional shares were issued as a result of the February 2015 Reverse Stock Split, and shareholders received a cash payment in lieu of such fractional shares that they would otherwise be entitled. Also on December 18, 2014, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to (i) reduce the par value of the Company’s common stock from $0.01 per share to $0.00001 per share; and (ii) increase the number of shares of common stock that the Company is authorized to issue from 500 million to 10 billion. This amendment became effective on December 18, 2014. On July 29, 2015, another amendment to the Company’s Amended and Restated Certificate of Incorporation became effective to implement a 1-for-10,000 reverse stock split (the “July 2015 Reverse Stock Split”) of the Company’s common stock. As a result, each 10,000 shares of the Company’s issued and outstanding common stock automatically, and without any action on the part of the respective holders, were combined and converted into one issued and outstanding share of common stock. The July 2015 Reverse Stock Split resulted in a reduction in the number of issued and outstanding shares of the Company’s common stock from approximately 4.4 billion to approximately 446,000. The July 2015 Reverse Stock Split affected all issued and outstanding shares of the Company's common stock, as well as all common stock underlying convertible notes, warrants, convertible preferred stock and stock options outstanding immediately prior to the July 2015 Reverse Stock Split. The amendment also increased the number of shares of common stock that the Company is authorized to issue from 10 billion to 100 billion. The Amendment was approved by the Company’s Board of Directors and ratified by the Company’s stockholders on May 26, 2015. All share, per share and capital stock amounts as of September 30, 2015 and December 31, 2014, and for the three and nine months ended September 30, 2015 and 2014 have been retroactively restated to give effect to the July 2015 Reverse Stock Split, the February 2015 Reverse Stock Split and the change in the par value of the Company’s common stock.
|
Use of Estimates |
Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the year. Actual results could be affected by those estimates. Included in these estimates are assumptions used in determining the lives and valuation of long-lived assets, in valuation models used in estimating the fair value of certain promissory notes, warrants, embedded conversion options, stock-based compensation and in determining valuation allowances for deferred tax assets.
|
Property and Equipment |
Property and Equipment Property and equipment consists primarily of machinery and computer equipment and is stated at cost less accumulated depreciation. Depreciation expense is computed using the straight-line method over the estimated useful life of the related assets, generally ranging from 3 to 10 years. Depreciation expense for the three and nine months ended September 30, 2015 was approximately $2,000 and $6,000, respectively. Depreciation for the three and nine months ended September 30, 2014 was approximately $1,000 and $2,000, respectively.
|
Intangible Assets |
Intangible Assets The Company’s intangible assets (see note 2) are amortized on a straight-line basis over their expected economic lives ranging from 7 to 14 years. The lives were determined based upon the expected use of the asset, the ability to extend or renew patents, trademarks and other contractual provisions associated with the asset, the stability of the industry, expected changes in and replacement value of distribution networks and other factors deemed appropriate. The Company reviews its intangible assets and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. If an impairment indicator is present, the Company evaluates recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If the carrying value of the asset exceeds the projected undiscounted cash flows, the Company is required to estimate the fair value of the asset and recognize an impairment charge to the extent that the carrying value of the asset exceeds its estimated fair value. The Company recorded an impairment charge of $0.4 million for the three and nine months ended September 30, 2015 and did not record any impairment charges during the three and nine months ended September 30, 2014.
|
Revenue Recognition |
Revenue Recognition Product revenue is recognized at the time product is shipped and title has transferred, provided that a purchase order has been received or a contract has been executed, there are no uncertainties regarding customer acceptance, the sales price is fixed and determinable and collectability is deemed probable. Cost of products sold is recorded as the related revenue is recognized.
|
Income Taxes |
Income Taxes The Company recognizes deferred tax liabilities and assets based on the temporary differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates in effect for the year in which the differences are expected to affect taxable income. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes consist primarily of timing differences such as amortization of intangible assets, deferred officers' compensation and stock-based compensation. A valuation allowance is provided against net deferred tax assets when the Company determines it is more likely than not that it will fail to generate sufficient taxable income to be able to realize the deferred tax assets. In accordance with U.S. GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Derecognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce net assets. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of September 30, 2015 and December 31, 2014.
|
Concentration |
Concentration All of the Company’s revenue and accounts receivable are from a single customer, Establishment Labs, SA.
|
Loss per Common Share and Common Share Equivalent |
Loss per Common Share and Common Share Equivalent Basic loss per share excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income of the Company. The following securities were excluded in the computation of dilutive loss per share for the nine months ended September 30, 2015 and 2014 because their inclusion would have been anti-dilutive: | | 2015 | | | 2014 | | Stock options | | | 148,500,000 | | | | - | | Warrants | | | 67,180,577 | | | | 109 | | Shares issuable upon conversion of preferred stock | | | 46,964,286 | | | | - | | Shares issuable upon conversion of convertible notes payable | | | 150,713,794 | | | | 76 | | | | | 413,358,657 | | | | 185 |
|
Impact of Recently Issued Accounting Standards |
Impact of Recently Issued Accounting Standards From time to time, the Financial Accounting Standards Board (the “FASB”) or other standards setting bodies will issue new accounting pronouncements. Updates to the FASB Accounting Standards Codification (“ASC”) are communicated through issuance of an Accounting Standards Update (“ASU”).
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Organization, Basis of Presentation and Summary of Selected Significant Accounting Policies (Tables)
|
9 Months Ended |
Sep. 30, 2015 |
Organization, Basis of Presentation and Summary of Selected Significant Accounting Policies [Abstract] |
|
Summary of securities excluded in the computation of dilutive loss per share |
| | 2015 | | | 2014 | | Stock options | | | 148,500,000 | | | | - | | Warrants | | | 67,180,577 | | | | 109 | | Shares issuable upon conversion of preferred stock | | | 46,964,286 | | | | - | | Shares issuable upon conversion of convertible notes payable | | | 150,713,794 | | | | 76 | | | | | 413,358,657 | | | | 185 |
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Intangible Assets (Tables)
|
9 Months Ended |
Sep. 30, 2015 |
Intangible Assets [Abstract] |
|
Summary of intangible assets |
| | September 30, 2015 | | | December 31, 2014 | | | | Gross Carrying | | | Accumulated | | | | | | Gross Carrying | | | Accumulated | | | | | ($000's) | | Amount | | | Amortization | | | Total | | | Amount | | | Amortization | | | Total | | | | | | | | | | | | | | | | | | | | | Proprietary Technology | | $ | 1,372 | | | $ | (399 | ) | | $ | 973 | | | $ | 1,500 | | | $ | (318 | ) | | $ | 1,182 | | Customer relationship | | | 248 | | | | (248 | ) | | | - | | | | 500 | | | | (212 | ) | | | 288 | | | | $ | 1,620 | | | $ | (647 | ) | | $ | 973 | | | $ | 2,000 | | | $ | (530 | ) | | $ | 1,470 | |
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Accrued Expenses (Tables)
|
9 Months Ended |
Sep. 30, 2015 |
Accrued Expenses [Abstract] |
|
Summary of significant components of accrued expenses |
| | September 30, 2015 | | | December 31, 2014 | | | | (in thousands) | | Accrued payroll and payroll related (including $1,217 and $1,060 to related parties) | | $ | 1,608 | | | $ | 1,204 | | Accrued legal | | | 466 | | | | 477 | | Accrued other expenses (including $124 and $111 to related parties) | | | 1,147 | | | | 830 | | Total accrued expenses | | $ | 3,221 | | | $ | 2,511 | |
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Notes Payable (Tables)
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9 Months Ended |
Sep. 30, 2015 |
Notes Payable and Subordinated Debt Reported at Fair Value [Abstract] |
|
Schedule of notes payable |
| | September 30, 2015 | | | December 31, 2014 | | | | (in thousands) | | Convertible notes payable with a bifurcated conversion option | | | 3,785 | | | | 2,943 | | Related party and Officer Notes | | | 1,045 | | | | 169 | | Other notes payable | | | 176 | | | | 185 | | Discount on notes payable | | | (195 | ) | | | (531 | ) | | | | 4,811 | | | | 2,766 | | Less current portion | | | (4,811 | ) | | | (2,480 | ) | Non-current notes payable | | | - | | | | 286 | |
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v3.3.1.900
Financial Instruments and Fair Value Measurements (Tables)
|
9 Months Ended |
Sep. 30, 2015 |
Financial Instruments and Fair Value Measurements [Abstract] |
|
Schedule of financial assets and liabilities measured at fair value |
| | September 30, 2015 | | | December 31, 2014 | | | | Level 1 | | | Level 2 | | | Level 3 | | | Level 1 | | | Level 2 | | | Level 3 | | | | | | | | | | | | | | | | | | | | | Liabilities: | | | | | | | | | | | | | | | | | | | SNC Note | | $ | — | | | $ | — | | | $ | 490 | | | $ | — | | | $ | — | | | $ | 316 | | Bifurcated option in convertible notes | | $ | — | | | $ | — | | | $ | 6,246 | | | $ | — | | | $ | — | | | $ | 930 | | Warrant liabilities | | $ | — | | | $ | — | | | $ | 2,086 | | | $ | — | | | $ | — | | | $ | 534 |
|
Summary of activity of Level 3 liabilities |
| | SNC Note | | | Bifurcated embedded option in convertible notes | | | Warrant liabilities | | Balance at December 31, 2014 | | $ | 316 | | | $ | 930 | | | $ | 534 | | Issuance of additional debt | | | | | | | 386 | | | | | | Conversion of notes and exercise of warrants into shares of common stock | | | | | | | (168 | ) | | | (11 | ) | Losses (gains) included in net loss | | | 174 | | | | 5,098 | | | | 1,563 | | Balance at September 30, 2015 | | $ | 490 | | | $ | 6,246 | | | $ | 2,086 |
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v3.3.1.900
Supplemental Disclosure of Cash Flow Information (Tables)
|
9 Months Ended |
Sep. 30, 2015 |
Supplemental Disclosure of Cash Flow Information [Abstract] |
|
Schedule of supplemental cash flow information |
| | 2015 | | | 2014 | | Supplemental disclosure of cash flow information: | | | | | | | Cash paid for interest | | | - | | | | - | | Cash paid for income taxes | | | - | | | | - | | Supplemental schedule of non-cash investing and financing activities: | | | | | | | | | Notes payable and accrued liabilities converted into common stock | | | 690 | | | | 625 | | Accrued liabilities satisfied through the issuance of convertible promissory notes to related parties | | | 914 | | | | - | | Issuance of a warrant in connection with a promissory note | | | - | | | | 66 | | Cashless exercises of common stock warrants | | | 11 | | | | 7,048 | | Reclassification of derivative liability to equity upon conversion of notes payable | | | 168 | | | | - | | Discounts recorded for embedded conversion option liabilities of convertible notes | | | 386 | | | | - | |
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v3.3.1.900
Organization, Basis of Presentation and Summary of Selected Significant Accounting Policies (Details) - shares
|
9 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
Antidilutive securities excluded computation of dilutive loss per share |
413,358,657
|
185
|
Shares issuable upon conversion of convertible notes payable [Member] |
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
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150,713,794
|
76
|
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|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
Antidilutive securities excluded computation of dilutive loss per share |
46,964,286
|
|
Stock options [Member] |
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
Antidilutive securities excluded computation of dilutive loss per share |
148,500,000
|
|
Warrants [Member] |
|
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] |
|
|
Antidilutive securities excluded computation of dilutive loss per share |
67,180,577
|
109
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|
|
1 Months Ended |
3 Months Ended |
9 Months Ended |
|
|
Nov. 04, 2015 |
Oct. 19, 2015 |
Jul. 29, 2015 |
Dec. 18, 2014 |
Sep. 30, 2015 |
Sep. 30, 2014 |
Sep. 30, 2015 |
Sep. 30, 2014 |
Feb. 11, 2015 |
Dec. 31, 2014 |
Organization Basis of Presentation and Summary of Selected Significant Accounting Policies (Textual) |
|
|
|
|
|
|
|
|
|
|
Working capital deficit |
|
|
|
|
$ 16,000,000
|
|
$ 16,000,000
|
|
|
|
Accumulated deficit |
|
|
|
|
$ (41,439,000)
|
|
$ (41,439,000)
|
|
|
$ (23,734,000)
|
Common stock, par value |
|
|
|
|
$ 0.00001
|
|
$ 0.00001
|
|
|
$ 0.00001
|
Depreciation expense |
|
|
|
|
$ 2,000
|
$ 1,000
|
$ 6,000
|
$ 2,000
|
|
|
Impairment charges |
|
|
|
|
400,000
|
$ 0
|
400,000
|
$ 0
|
|
|
Unrecognized tax benefits |
|
|
|
|
$ 0
|
|
0
|
|
|
$ 0
|
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|
|
|
|
|
|
$ 900,000
|
|
|
|
Subsequent Event [Member] |
|
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|
|
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|
|
|
|
|
|
|
|
|
|
Repayment of debt |
|
$ 2,100,000
|
|
|
|
|
|
|
|
|
Sale of assets |
$ 1,000,000
|
|
|
|
|
|
|
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|
|
|
|
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Reverse stock split of common stock |
|
|
1-for-10,000
|
1 for 1,000
|
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|
|
|
|
|
Common stock, par value |
|
|
|
|
|
|
|
|
$ 0.00001
|
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Number of shares issued and outstanding |
|
|
10,000
|
|
|
|
|
|
|
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|
|
(i) reduce the par value of the Company's common stock from $0.01 per share to $0.00001 per share; and (ii) increase the number of shares of common stock that the Company is authorized to issue from 500 million to 10 billion.
|
|
|
|
|
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|
Minimum [Member] |
|
|
|
|
|
|
|
|
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|
Organization Basis of Presentation and Summary of Selected Significant Accounting Policies (Textual) |
|
|
|
|
|
|
|
|
|
|
Property and equipment stimated useful life |
|
|
|
|
|
|
3 years
|
|
|
|
Intangible assets expected economic lives |
|
|
|
|
|
|
7 years
|
|
|
|
Number of shares issued and outstanding |
|
|
446,000
|
|
|
|
|
|
|
|
Minimum [Member] | Reverse Stock Split [Member] |
|
|
|
|
|
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|
|
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|
|
|
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Common stock shares authorized prior to amendment |
|
|
10,000,000,000
|
|
|
|
|
|
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|
Maximum [Member] |
|
|
|
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|
|
|
|
|
|
10 years
|
|
|
|
Intangible assets expected economic lives |
|
|
|
|
|
|
14 years
|
|
|
|
Number of shares issued and outstanding |
|
|
4,400,000,000
|
|
|
|
|
|
|
|
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|
|
|
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|
|
|
|
|
|
|
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Common stock shares authorized prior to amendment |
|
|
100,000,000,000
|
|
|
|
|
|
|
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- DefinitionFace amount or stated value per share of common stock.
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|
3 Months Ended |
9 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
Sep. 30, 2015 |
Sep. 30, 2014 |
Intangible Assets (Textual) |
|
|
|
|
Impaired proprietary technology fair value |
|
|
$ 1,000,000
|
|
Impairment charges write down fair values |
|
|
400,000
|
|
Amortization of intangible assets |
$ 27,000
|
$ 100,000
|
$ 100,000
|
$ 400,000
|
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Accrued Expenses (Details Textual) - USD ($)
|
Sep. 30, 2015 |
Dec. 31, 2014 |
Accrued Expenses (Textual) |
|
|
Due to related parties |
$ 1,044,595
|
|
Accrued payroll and payroll related to related parties |
1,217,000
|
$ 1,060,000
|
Accrued other expenses to related parties |
124,000
|
$ 111,000
|
Officer Notes [Member] |
|
|
Accrued Expenses (Textual) |
|
|
Due to related parties |
913,519
|
|
Silverman [Member] | Officer Notes [Member] |
|
|
Accrued Expenses (Textual) |
|
|
Due to related parties |
194,010
|
|
Geissler [Member] | Officer Notes [Member] |
|
|
Accrued Expenses (Textual) |
|
|
Due to related parties |
285,000
|
|
Krawitz [Member] | Officer Notes [Member] |
|
|
Accrued Expenses (Textual) |
|
|
Due to related parties |
384,509
|
|
Executive Officer [Member] |
|
|
Accrued Expenses (Textual) |
|
|
Due to related parties |
914,000
|
|
Other Executive Officer [Member] | Officer Notes [Member] |
|
|
Accrued Expenses (Textual) |
|
|
Due to related parties |
$ 50,000
|
|
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Notes Payable (Details Textual)
|
|
|
|
1 Months Ended |
9 Months Ended |
|
|
|
Nov. 04, 2015
USD ($)
|
Feb. 27, 2015
Tradingdays
$ / shares
|
May. 01, 2014
USD ($)
|
Apr. 16, 2014
USD ($)
|
Sep. 30, 2015
USD ($)
$ / shares
shares
|
Sep. 30, 2014
USD ($)
|
Oct. 19, 2015
USD ($)
|
Jan. 23, 2015
USD ($)
|
Dec. 31, 2014
USD ($)
$ / shares
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Repayment of convertible notes |
|
|
|
|
$ 95,000
|
$ 400,000
|
|
|
|
Related party notes outstanding |
|
|
|
|
$ 1,044,595
|
|
|
|
|
Conversion of stock, shares converted | shares |
|
|
|
|
117,380,460
|
|
|
|
|
Notes payable to related parties |
|
|
|
|
$ 37,924
|
|
|
|
|
Accrued interest |
|
|
|
|
$ 1,483
|
|
|
|
|
Conversion of stock into shares of common stock | shares |
|
|
|
|
26,720
|
|
|
|
|
Additional paid-in capital |
|
|
|
|
$ 22,106,000
|
|
|
|
$ 15,000,000
|
Outstanding balance of convertible notes |
|
|
|
|
3,300,000
|
|
|
|
|
Interest expense recognized in amortization of debt discounts and additional principal due on convertible notes |
|
|
|
|
$ 1,600,000
|
$ 2,100,000
|
|
|
|
Ned L. Siegel [Member] |
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Term of convertible note |
|
|
1 year
|
1 year
|
|
|
|
|
|
Interest rate |
|
60.00%
|
9.00%
|
9.00%
|
|
|
|
|
|
Convertible note principal amount |
|
|
$ 20,000
|
$ 30,000
|
|
|
|
|
|
Number of trading days conversion of common stock | Tradingdays |
|
10
|
|
|
|
|
|
|
|
Debt maturity date |
|
Mar. 01, 2016
|
|
|
|
|
|
|
|
Debt instrument conversion price | $ / shares |
|
$ 350
|
|
|
|
|
|
|
|
PositiveID Corporation [Member] |
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Convertible notes payable |
|
|
|
|
|
|
|
|
115,000
|
Common stock issued upon debt conversion | shares |
|
|
|
|
10
|
|
|
|
|
Convertible note principal amount |
|
|
|
|
|
|
|
|
$ 70,625
|
Debt instrument conversion price | $ / shares |
|
|
|
|
|
|
|
|
$ 3,500,000
|
Debt instrument percent of lowest trade price |
|
|
|
|
|
|
|
|
60.00%
|
Silverman [Member] |
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Interest rate |
|
|
|
|
|
|
|
5.00%
|
|
Short-term advances received |
|
|
|
|
$ 21,100
|
|
|
|
|
Notes payable to related parties |
|
|
|
|
|
|
|
$ 45,000
|
|
Senior Lender [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Proceeds from the issuance of convertible debt |
$ 1,000,000
|
|
|
|
|
|
|
|
|
Conversion of Principal Debt to Stock [Member] | PositiveID Corporation [Member] |
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Debt conversion amount |
|
|
|
|
9,400
|
|
|
|
|
Conversion of Accrued Interest to Stock [Member] | PositiveID Corporation [Member] |
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Debt conversion amount |
|
|
|
|
$ 1,537
|
|
|
|
|
Minimum [Member] | Senior Lender [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Interest rate |
18.00%
|
|
|
|
|
|
|
|
|
Maximum [Member] | Senior Lender [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Interest rate |
22.00%
|
|
|
|
|
|
|
|
|
Warrants [Member] |
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Purchase of common stock by warrant issued | shares |
|
|
|
|
50
|
|
|
|
|
Exercise price | $ / shares |
|
|
|
|
$ 210
|
|
|
|
|
Warrant term |
|
|
|
|
3 years
|
|
|
|
|
Bifurcated Conversion Option [Member] |
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Convertible notes payable |
|
|
|
|
$ 1,086,962
|
|
|
|
|
Proceeds from the issuance of convertible debt |
|
|
|
|
$ 984,106
|
|
|
|
|
Term of convertible note |
|
|
|
|
1 year
|
|
|
|
|
Conversion rate |
|
|
|
|
50.00%
|
|
|
|
|
Conversion of common stock description |
|
|
|
|
Company's common stock based on the low end of the trading range of the common stock during the 10 to 30 days prior to conversion.
|
|
|
|
|
Debt conversion amount |
|
|
|
|
$ 3,860
|
|
|
|
|
Convertible note principal amount |
|
|
|
|
456,684
|
|
|
|
|
Repayment of convertible notes |
|
|
|
|
9,375
|
|
|
|
|
Additional paid-in capital |
|
|
|
|
168,000
|
|
|
|
|
Outstanding balance of convertible notes |
|
|
|
|
$ 3,785,514
|
|
|
|
|
Bifurcated Conversion Option [Member] | Minimum [Member] |
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Interest rate |
|
|
|
|
1.00%
|
|
|
|
|
Conversion rate |
|
|
|
|
57.00%
|
|
|
|
|
Bifurcated Conversion Option [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Interest rate |
|
|
|
|
12.00%
|
|
|
|
|
Conversion rate |
|
|
|
|
61.00%
|
|
|
|
|
Previous Convertible Notes [Member] |
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Common stock issued upon debt conversion | shares |
|
|
|
|
461,247
|
|
|
|
|
Convertible note principal amount |
|
|
|
|
$ 597,474
|
|
|
|
|
Repayment of convertible notes |
|
|
|
|
94,675
|
|
|
|
|
Accrued interest |
|
|
|
|
$ 10,375
|
|
|
|
|
Officer Notes [Member] |
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Interest rate |
|
|
|
|
5.00%
|
|
|
|
|
Related party notes outstanding |
|
|
|
|
$ 913,519
|
|
|
|
|
Officer Notes [Member] | Silverman [Member] |
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Related party notes outstanding |
|
|
|
|
194,010
|
|
|
|
|
Officer Notes [Member] | Geissler [Member] |
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Related party notes outstanding |
|
|
|
|
285,000
|
|
|
|
|
Debt instrument, settlement of prior debt included in face amount |
|
|
|
|
34,000
|
|
|
|
|
Officer Notes [Member] | Krawitz [Member] |
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Related party notes outstanding |
|
|
|
|
384,509
|
|
|
|
|
Debt instrument, settlement of prior debt included in face amount |
|
|
|
|
$ 60,000
|
|
|
|
|
Senior Convertible Notes With First Priority Security Interests [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
Notes Payable (Textual) |
|
|
|
|
|
|
|
|
|
Convertible notes payable |
|
|
|
|
|
|
$ 2,200,000
|
|
|
X |
- DefinitionValue received from shareholders in common stock-related transactions that are in excess of par value or stated value and amounts received from other stock-related transactions. Includes only common stock transactions (excludes preferred stock transactions). May be called contributed capital, capital in excess of par, capital surplus, or paid-in capital.
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Subordinated Debt Reported at Fair Value (Details) - USD ($) $ in Thousands |
9 Months Ended |
Sep. 30, 2015 |
Sep. 30, 2014 |
Debt Instrument [Line Items] |
|
|
Conversion of stock, shares converted |
117,380,460
|
|
Change in fair value of warrants |
$ 1,563
|
$ 1,294
|
Scott Silverman [Member] | Subordinated [Member] |
|
|
Debt Instrument [Line Items] |
|
|
Convertible promissory note principal amount |
$ 3,300
|
|
Conversion of stock, shares converted |
33,333,333
|
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Change in fair value of warrants |
$ 500
|
$ 300
|
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9 Months Ended |
Sep. 30, 2015
USD ($)
|
SNC Note [Member] |
|
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] |
|
Balance |
$ 316
|
Losses (gains) included in net loss |
174
|
Balance |
490
|
Bifurcated option in convertible notes [Member] |
|
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|
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930
|
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386
|
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(168)
|
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5,098
|
Balance |
6,246
|
Warrant liabilities [Member] |
|
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|
Balance |
534
|
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(11)
|
Losses (gains) included in net loss |
1,563
|
Balance |
$ 2,086
|
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Stockholders' Deficit (Details Textual) - USD ($)
|
|
|
|
|
|
3 Months Ended |
9 Months Ended |
|
Aug. 13, 2015 |
May. 12, 2015 |
Apr. 22, 2015 |
Apr. 20, 2015 |
Nov. 13, 2013 |
Sep. 30, 2015 |
Sep. 30, 2014 |
Sep. 30, 2015 |
Sep. 30, 2014 |
Dec. 31, 2014 |
Stockholders' Deficit (Textual) |
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares authorized |
|
|
|
|
|
5,000,000
|
|
5,000,000
|
|
5,000,000
|
|
Preferred stock, par value |
|
|
|
|
|
$ 0.01
|
|
$ 0.01
|
|
$ 0.01
|
|
Preferred stock, shares outstanding |
|
|
|
|
|
0
|
|
0
|
|
0
|
|
Common stock, shares authorized |
|
|
|
|
|
100,000,000,000
|
|
100,000,000,000
|
|
100,000,000,000
|
|
Common stock, shares issued |
|
|
|
|
|
250,724,000
|
|
250,724,000
|
|
|
[1] |
Common stock, shares, outstanding |
|
|
|
|
|
250,724,000
|
|
250,724,000
|
|
|
[1] |
Loss on change in fair value of warrant liabilities |
|
|
|
|
|
|
|
$ (1,122,000)
|
$ 3,628,000
|
|
|
Fair value of warrant liabilities |
|
|
|
|
|
|
|
$ 1,563,000
|
1,294,000
|
|
|
Conversion of stock, shares |
|
|
|
|
|
|
|
117,380,460
|
|
|
|
Additional restricted common stock issued to employees and directors |
150,000,000
|
|
|
|
|
|
|
|
|
|
|
Director [Member] |
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit (Textual) |
|
|
|
|
|
|
|
|
|
|
|
Common stock shares sold |
|
|
|
526
|
|
|
|
|
|
|
|
Purchase price of shares |
|
|
|
$ 10,000
|
|
|
|
|
|
|
|
Conversion of stock, amount |
|
$ 32,101
|
|
|
|
|
|
|
|
|
|
Conversion of stock, shares |
|
10,700
|
|
|
|
|
|
|
|
|
|
2014 Stock Incentive Plan [Member] |
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit (Textual) |
|
|
|
|
|
|
|
|
|
|
|
Restricted common stock issued to executive officers |
100,000,000
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation, options to purchase shares of common stock |
148,500,000
|
|
|
|
|
|
|
|
|
|
|
Risk-free interest rate |
2.19%
|
|
|
|
|
|
|
|
|
|
|
Dividend yield |
0.00%
|
|
|
|
|
|
|
|
|
|
|
Volatility rate |
694.91%
|
|
|
|
|
|
|
|
|
|
|
Fair value of options vested |
$ 900,000
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expenses for stock options |
|
|
|
|
|
$ 5,300,000
|
|
$ 5,300,000
|
|
|
|
Stock-based compensation expenses for restricted common stock |
|
|
|
|
|
$ 900,000
|
|
$ 900,000
|
|
|
|
Series D Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit (Textual) |
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, par value |
|
|
|
|
|
$ 0.01
|
|
$ 0.01
|
|
$ 0.01
|
|
Preferred stock, shares outstanding |
|
|
|
|
|
1,841
|
|
1,841
|
|
1,841
|
|
Common Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit (Textual) |
|
|
|
|
|
|
|
|
|
|
|
Restricted common stock issued to executive officers |
|
|
|
|
|
|
|
250,000,000
|
|
|
|
Scott Silverman [Member] |
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit (Textual) |
|
|
|
|
|
|
|
|
|
|
|
Common stock shares sold |
|
|
666
|
|
|
|
|
|
|
|
|
Purchase price of shares |
|
|
$ 10,000
|
|
|
|
|
|
|
|
|
Scott Silverman [Member] | Series D Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit (Textual) |
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares outstanding |
|
|
|
|
|
1,400
|
|
1,400
|
|
|
|
Randolph Geissler [Member] | Series D Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit (Textual) |
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, shares outstanding |
|
|
|
|
|
441
|
|
441
|
|
|
|
Warrant [Member] |
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit (Textual) |
|
|
|
|
|
|
|
|
|
|
|
Exercise price |
|
|
|
|
|
$ 0.042
|
|
$ 0.042
|
|
|
|
Warrant term |
|
|
|
|
|
|
|
3 years
|
|
|
|
Loss on change in fair value of warrant liabilities |
|
|
|
|
|
$ 24,000,000
|
$ 1,500,000
|
$ 1,600,000
|
1,300,000
|
|
|
Fair value of warrant liabilities |
|
|
|
|
|
|
|
2,100,000
|
$ 500,000
|
|
|
Aggregate exercise price of warrants |
|
|
|
|
|
|
|
$ 2,821,580
|
|
|
|
Shares subject to adjustment for the cashless exercise provisions |
|
|
|
|
|
|
|
67,180,477
|
|
|
|
November 2013 Warrants (Member) |
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Deficit (Textual) |
|
|
|
|
|
|
|
|
|
|
|
Purchase of common stock by warrant issued |
|
|
|
|
2,944,444
|
|
|
|
|
|
|
Exercise price |
|
|
|
|
$ 2.84
|
|
|
|
|
|
|
Warrants exercisable term |
|
|
|
|
5 years
|
|
|
|
|
|
|
Shares subject to adjustment for the cashless exercise provisions |
|
|
|
|
|
|
|
223,817
|
|
|
|
Warrant liabilities reclassified to additional paid in capital |
|
|
|
|
|
|
|
$ 11,000
|
|
|
|
|
|
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v3.3.1.900
v3.3.1.900
Commitments and Contingencies (Details)
|
|
1 Months Ended |
9 Months Ended |
Jan. 30, 2014
USD ($)
|
Jan. 30, 2014
GBP (£)
|
Mar. 31, 2013
USD ($)
|
Mar. 31, 2013
GBP (£)
|
Sep. 30, 2014
USD ($)
|
Commitments and Contingencies (Textual) |
|
|
|
|
|
Portion of purchase price from sale of division |
|
|
$ 61,000
|
£ 40,000
|
|
Additional liability |
|
|
$ 159,000
|
|
|
Settled Litigation [Member] | Letter Agreement, Sale of DARC [Member] |
|
|
|
|
|
Commitments and Contingencies (Textual) |
|
|
|
|
|
Deferred purchase price receivable |
$ 100,000
|
£ 62,000
|
|
|
|
Loss on Settlement [Member] |
|
|
|
|
|
Commitments and Contingencies (Textual) |
|
|
|
|
|
Other expenses |
|
|
|
|
$ 55,000
|
X |
- DefinitionAmount of liability recognized arising from contingent consideration in a business combination.
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X |
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v3.3.1.900
Subsequent Events (Details) - USD ($)
|
|
|
|
|
1 Months Ended |
5 Months Ended |
|
Nov. 25, 2015 |
Nov. 10, 2015 |
Nov. 04, 2015 |
Oct. 19, 2015 |
Dec. 31, 2015 |
Mar. 11, 2016 |
Aug. 31, 2015 |
Senior Notes [Member] |
|
|
|
|
|
|
|
Subsequent Events (Textual) |
|
|
|
|
|
|
|
Convertible notes payable |
|
|
|
|
|
|
$ 1,000,000
|
Subsequent Event [Member] |
|
|
|
|
|
|
|
Subsequent Events (Textual) |
|
|
|
|
|
|
|
Unaudited revenue |
|
|
|
|
$ 7,000,000
|
|
|
Secured promissory notes principal amount |
|
|
|
$ 1,300,000
|
|
|
|
Subsequent Event [Member] | Senior Notes [Member] |
|
|
|
|
|
|
|
Subsequent Events (Textual) |
|
|
|
|
|
|
|
Additional principal amount |
|
|
|
500,000
|
|
|
|
Subsequent Event [Member] | Secured convertible promissory note [Member] |
|
|
|
|
|
|
|
Subsequent Events (Textual) |
|
|
|
|
|
|
|
Convertible notes payable |
$ 147,059
|
|
|
|
|
$ 358,002
|
|
Proceeds from the issuance of convertible debt |
|
|
|
|
|
305,898
|
|
Additional principal amount |
|
|
|
|
|
$ 341,176
|
|
Percentage of conversion rate |
|
|
|
|
|
60.00%
|
|
Interest rate |
12.00%
|
|
|
|
|
12.00%
|
|
Settlement of accrued but unpaid compensation |
|
|
|
|
$ 96,955
|
|
|
Proposed acquisition, Description |
The aggregate cash payment of $250,000 to the Seller was financed by the sale of senior secured convertible promissory notes in the aggregate principal amount of $294,118 (the "Acquisition Notes") to an institutional investor who previously purchased convertible debt from the Company (the "Investor"). The Acquisition Notes bear interest at a rate of 12% per annum, with principal and interest due one year from the date of issuance. The Acquisition Notes are convertible into shares of the Company's Common Stock at a conversion price equal to the lesser of (i) $0.015 per share or (ii) 60% of the average of the three lowest trading prices during the ten trading days prior to conversion, and contain full-ratchet anti-dilution provisions similar to those of convertible notes previously issued by the Company. The embedded conversion option contained in the Acquisition Notes will be bifurcated and reflected as a derivative liability at fair value. The Company currently anticipates that the $50,000 consulting fee and all other costs and expenses related to the Acquisition and the Company's ongoing operations will be funded through the sale of additional senior secured convertible promissory notes to the Investor on terms substantially identical to that of the Acquisition Notes.
|
|
|
|
|
|
|
Convertible promissory notes description |
|
|
|
|
|
Convertible into shares of common stock at the lesser of (i) $0.015 per share or (ii) 60% of the average of the three lowest trading prices of the Company's common stock during the 10 days prior to conversion.
|
|
Subsequent Event [Member] | Magna [Member] |
|
|
|
|
|
|
|
Subsequent Events (Textual) |
|
|
|
|
|
|
|
Convertible promissory note principal amount |
|
$ 500,000
|
|
1,600,000
|
|
|
|
Additional principal amount |
|
$ 102,500
|
|
|
|
|
|
Subsequent Event [Member] | Magna [Member] | Senior Notes [Member] |
|
|
|
|
|
|
|
Subsequent Events (Textual) |
|
|
|
|
|
|
|
Convertible notes payable |
|
|
|
500,000
|
|
|
|
Conversion amount |
|
|
|
300,000
|
|
|
|
Purchase of assets under auction |
|
|
$ 1,000,000
|
|
|
|
|
Subsequent Event [Member] | Brace Shop LLC [Member] |
|
|
|
|
|
|
|
Subsequent Events (Textual) |
|
|
|
|
|
|
|
Percentage of conversion rate |
3.90%
|
|
|
|
|
|
|
Proposed acquisition, Description |
(i) $250,000 in cash, $125,000 of which was paid to the Seller upon the execution of the Purchase Agreement, $62,500 of which was paid to the Seller on January 6, 2016 and the remaining $62,500 was paid to the Seller on February 5, 2016, (ii) one unit of the Company's to be established Series E Preferred Stock which is convertible into 84.9% of the issued and outstanding shares of common stock of the Company, on a fully diluted basis with voting rights, (iii) a goldenshare in the form of a warrant (the "Goldenshare"), exercisable for that number of shares of common stock required to insure that the Series E Preferred Stock issued as part of the purchase price to the Seller is convertible into 84.9% of the issued and outstanding shares of common stock, on a fully diluted basis.
|
|
|
|
|
|
|
Brace shop voting percentage, Description |
The Brace Shop would obtain voting control of 84.9% of the Company
|
|
|
|
|
|
|
Purchase agreement description |
Pursuant to the Purchase Agreement, the Company will pay a consultant $50,000 (less $10,000 that was paid upon the execution of the Purchase Agreement), and issue the consultant a 3 year warrant to purchase, at an exercise price of $0.01 per share, 2.99% of the issued and outstanding common stock of the Company, which warrant may be exercisable on a cashless basis.
|
|
|
|
|
|
|
Subsequent Event [Member] | New Magna Notes [Member] |
|
|
|
|
|
|
|
Subsequent Events (Textual) |
|
|
|
|
|
|
|
Conversion amount |
|
|
|
$ 1,300,000
|
|
|
|
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VeriTeQ (CE) (USOTC:VTEQ)
Historical Stock Chart
From Mar 2024 to Apr 2024
VeriTeQ (CE) (USOTC:VTEQ)
Historical Stock Chart
From Apr 2023 to Apr 2024