PART
I
Item
1.
Business
General
Integrated
Environmental Technologies, Ltd. (“IET”) was originally incorporated in Delaware on February 2, 1999 and is currently
a Nevada corporation. IET is headquartered in Little River, South Carolina and operates its business through its wholly-owned
subsidiary, I.E.T., Inc., a Nevada corporation incorporated on January 11, 2002.
IET
markets its products and equipment under the umbrella brand name EcoTreatments™. IET produces a hypochlorous acid-based
solution, commonly known as anolyte, that it markets and sells under the brand name Excelyte®, as well as an anti-oxidizing,
mildly alkaline solution, commonly known as catholyte, that it markets under the brand name Catholyte Zero™. Both Excelyte®
and Catholyte Zero™ provide an environmentally friendly and effective alternative for cleaning, sanitizing and disinfecting
as compared to the hazardous chemicals traditionally prevalent in commercial use. IET manufactures proprietary equipment, which
it markets under the brand name EcaFlo®, to produce Excelyte® and Catholyte Zero™ for distribution by IET and, under
certain circumstances, such equipment is leased by IET to customers for use at their facilities.
Technology
IET
produces Excelyte® and Catholyte Zero™ with its proprietary EcaFlo® equipment which utilizes electro-chemical activation
(“ECA”) technology. ECA technology is a process of passing a diluted saline solution and purified water through an
electrolytic cell in order to generate, by electrochemical energy conversion, environmentally-responsible, highly-active, meta-stable
solutions which possess electron-donor or electron-acceptor properties known as catholytes and anolytes.
The
EcaFlo® equipment consists of our flow control hardware and system, our proprietary electrolytic cell and operating software
algorithms and a touch-screen/PLC interface. EcaFlo® equipment produces Excelyte® and Catholyte Zero™ with great
accuracy, dependability and reliability throughout a wide range of pH, free available chlorine and salt concentration variables
to meet the needs of various applications. EcaFlo® equipment can produce solutions ranging from biocides/disinfectants to
sanitizers to cleaners.
Products
We
produce Excelyte®, which is effective as a disinfectant without leaving a harmful residue. The naturally occurring properties
and less-corrosive nature of Excelyte® makes it an excellent replacement for quaternary ammonia, sodium hypochlorite (bleach)
and other hazardous chemicals traditionally used as biocides/disinfectants and sanitizers. Excelyte® contains an active killing
agent that is produced with a pH of 6.5 and contains a ratio of free available chlorine of approximately 92% hypochlorous acid
to 8% hypochlorite.
Excelyte®
is registered with the U.S. Environmental Protection Agency (the “EPA”) as a tuberculocidal hospital-level, hard non-porous
surface disinfectant (EPA Registration No. 82341-1). Our EPA registration for Excelyte® includes kill claims for: (1) various
pathogens including, but not limited to,
Mycobacterium bovis
(Tuberculosis),
Salmonella enterica
,
Pseudomonas
aeruginosa
,
Staphylococcus aureus
, methicillin-resistant
Staphylococcus aureus
(MRSA), H1N1 influenza virus
(swine flu) and Respiratory Syncytial virus (RSV); (2) hospital-acquired pathogens such as
Clostridium difficile
spores
(
C. diff
) and vancomycin-resistant enterococci (VRE) as well as a carbapenem-resistant enterobacteriaceae (CRE) known as
Klebsiella pneumoniae
(NDM-1); (3) high-risk blood-borne pathogen human immunodeficiency virus (HIV); (4) the food-borne
pathogens
Listeria monocytogenes
and
Escherichia coli
(
E. coli
); (5) Yeast,
Candida albicans
; and
(6) the non-enveloped viruses adenovirus, norovirus, rhinovirus and rotavirus. Our EPA registration for Excelyte® also includes
approval for use in oil and gas applications as a hydrogen sulfide (HsS) scavenger/eliminator and biocide. Excelyte® is also
registered with the EPA (EPA Registration No. 82341-4) as a disinfectant to prevent Canine distemper virus, Canine parvovirus
and
Bordetella bronchiseptica
. We intend to market the canine product, in conjunction with a third-party partner, as Excelyte®
VET.
We
also produce Catholyte Zero™, which is an anti-oxidizing and mild alkaline solution that is effective as an industrial degreaser
and cleaner. We have recently developed a new proprietary oil well treatment protocol that consists of a dual treatment regimen
utilizing both Excelyte® and Catholyte Zero™. The protocol has significantly increased oil production, while substantially
reducing hydrogen sulfide, iron sulfide scales (FeS), bacteria and bacterial deposits present in oil wells.
IET
will also lease EcaFlo® equipment to a customer in certain situations if the customer’s business model and required
volume of solution warrants such an arrangement. Under this type of arrangement, we lease our EcaFlo® equipment and provide
service support for a fixed monthly amount plus royalty payments for the solution produced by the customer. We also license to
certain customers the right to utilize our intellectual property pursuant to which the customer is required to pay us a monthly
fee based on the number of gallons of solution produced by our EcaFlo® equipment. We currently have no active lease arrangements
and have one active license agreement.
Business
Strategy
We
seek long-term relationships and commitments directly with our targeted customers and distributors. Our business model is focused
on selling Excelyte® and Catholyte Zero™ directly to customers. In certain situations, a customer’s business model
and required volume of solution may make it advantageous for us to place the EcaFlo® equipment at the customer’s facility.
In these situations, we would lease the EcaFlo® equipment to the customer, maintaining ownership of the equipment.
Currently,
we are primarily focused on selling large volumes of Excelyte® and Catholyte Zero™ to the upstream oil and gas production
market (exploration and production companies), and the majority of our sales, marketing, research and development, and administrative
resources are dedicated to this endeavor. However, we also sell smaller volumes of Excelyte® to the healthcare and food production
markets, and we maintain long-term interest in developing these business segments further.
Oil
and Gas
We
currently segment our activities in the oil and gas business into three main categories:
Well
Maintenance
– focuses on using (1) Excelyte® as a hydrogen sulfide scavenger/eliminator and as a biocide to significantly
reduce or essentially eliminate hydrogen sulfide and bacteria in oil and gas wells and related equipment; and (2) Excelyte®
and Catholyte Zero™ in a dual treatment regimen to increase oil production and substantially reduce hydrogen sulfide, iron
sulfide scales (FeS), bacteria and bacterial deposits present in oil wells;
Drilling
and Completions
– focuses on using Excelyte® as a biocide to treat water before it is used in hydraulic fracturing,
commonly referred to as “make-up water”, in order to remove bacteria in the water; and
Water
Remediation
– focuses on using Excelyte® as a hydrogen sulfide scavenger/eliminator and as a biocide to treat water
after it is used in hydraulic fracturing, commonly referred to as “produced water”, in order to remove bacteria so
that the water can either be re-used in hydraulic fracturing or safely disposed.
Hydraulic
fracturing is a method of drilling new oil and gas wells. In this process, fracturing fluids – which contain proppants (sand)
and vast amounts of water, in addition to biocides and other chemicals that can be toxic to humans – are pumped into oil
and gas wells at high pressure in order to more completely fracture subterranean rock formations and release the oil and natural
gas trapped in those formations. Millions of gallons of “make-up water” are used in the fracturing process each day.
In addition, millions of gallons of water return to the surface as “produced water” after the fracturing process is
completed. Both the make-up water used in fracturing fluids and the produced water must be treated to control or eliminate the
bacteria and other unwanted microorganisms often present in those waters.
Excelyte®
significantly reduces bacteria present in production wells, including sulfate-reducing bacteria which are known to produce hydrogen
sulfide. Hydrogen sulfide is a highly toxic and corrosive chemical that frequently appears in oil and gas production. Exposure
to humans can be fatal. By reducing the amount of bacteria and hydrogen sulfide present in the oil and gas wells, we believe that:
(1) the work environment at the well site will be safer since the amount of hydrogen sulfide gas is significantly reduced; (2)
the rate of corrosion on the well linings and other equipment used in the production well will be reduced, thereby reducing the
maintenance required on a well; and (3) the quality of the oil and gas produced will be potentially improved. In addition, we
believe that Excelyte® is as effective as other competing chemical technologies in treating both make-up water and produced
water, and more environmentally responsible due to its naturally occurring properties.
To
date, the majority of our efforts in oil and gas have focused on well maintenance, with a particular emphasis on oil wells. Hydrogen
sulfide is one of the leading threats to oilfield worker safety, claiming lives every year because of its toxicity at very low
levels of concentration. A particular emphasis for oil and gas producers is controlling the level of hydrogen sulfide at or near
the well head. Our well maintenance operations consist of treating oil and gas production wells that test positive for hydrogen
sulfide above a specified level with regularly scheduled applications of Excelyte®. The results of Excelyte® well maintenance
treatments have shown that Excelyte® is effective as a hydrogen sulfide scavenger/eliminator and as a biocide, and that Excelyte®
reduces the level of hydrogen sulfide in oil wells faster than competing products, which we believe is due to the ability of Excelyte®
to kill sulfide-producing bacteria rapidly. In addition, the naturally occurring properties of Excelyte® make it easier to
administer and more environmentally friendly than competing products. We believe that our Excelyte® treatment protocol can
significantly reduce or essentially eliminate hydrogen sulfide from our customers’ oil wells. We also are currently developing
an Excelyte® treatment protocol for gas wells, and expect results similar to the results of our Excelyte® treatments on
oil wells.
We
have recently developed a new proprietary well treatment protocol that consists of a dual treatment regimen that utilizes Excelyte®
and Catholyte Zero™. The protocol significantly increases oil production and substantially reduces hydrogen sulfide, iron
sulfide scales (FeS), bacteria and bacterial deposits present in oil wells. Initial tests were performed in the West Texas Region
of the Permian Basin on five stripper wells, which are typically defined as oil wells producing ten barrels of oil per day or
less. The results showed that this new proprietary dual treatment substantially reduced hydrogen sulfide and bacteria and their
deposits present in the five wells and increased the production volumes of the wells by approximately 75% after one month of treatment.
We believe that this new dual treatment provides operators of stripper wells with an important tool to substantially increase
production and profitability of these wells.
Our
current business model for our oil and gas operations is centered on establishing Excelyte® production facilities in strategic
locations throughout the various basins in the United States where oil and gas is produced and where hydrogen sulfide presents
a significant problem. We produce Excelyte® at these locations and generally have it delivered to customers by third party
fluid-trucking companies. Each production facility is staffed by appropriate personnel to sell and produce Excelyte® and to
service our customers. Our production facilities are established in typical warehouse space and generally start with four to six
EcaFlo® units per facility. Because of the stand-alone nature of the production machines, we estimate that up to twenty units
can be set up in approximately 3,500 square feet of space. These manufacturing facilities require power and clean water, but no
special sewerage or by-product disposal services. A facility containing six of our four-cell EcaFlo® units can produce approximately
7,200 gallons of product daily.
We
currently have production facilities in: (1) Myton, Utah, servicing the Uinta Basin; (2) Artesia, New Mexico, servicing the
New Mexico region of the Permian Basin; (3) Pecos, Texas servicing the West Texas region of the Permian Basin; and (4)
Pearsall, Texas, servicing the Western Gulf Basin. As of December 31, 2015, we had provided Excelyte® well maintenance
treatments on 235 oil wells in these areas. We estimate that there are approximately 5,000 oil wells in the Uinta Basin,
25,000 oil wells in the New Mexico region of the Permian Basin, 64,000 oil wells in the West Texas region of the Permian
Basin and 12,000 oil wells in the Western Gulf Basin that would benefit from the regular use of Excelyte® as part of a
well maintenance program. Further, we believe that there are over 400,000 stripper wells in the United States that could
benefit from the dual treatment of Excelyte® and Catholyte Zero™ with approximately 140,000 of these wells located
in Texas.
As
our business grows, we will look to expand our oil and gas operations further in the Permian Basin (Texas) and Western Gulf Basin
(Texas) and to other areas such as the Williston Basin (North Dakota) and the Piceance Basin (Colorado).
We
are currently focused on generating recurring revenue through the sale of Excelyte® and Catholyte Zero™ in well maintenance
operations, but as we grow and improve our cash flow, we will look to further expand the sale of Excelyte® into drillings
and completions as well as water remediation. We continue to believe that the three oil and gas market segments noted above potentially
represent a $2.5 billion market opportunity in the United States.
Healthcare
Facilities
Excelyte®
is a tuberculocidal hospital-level disinfectant that can be used effectively anywhere non-porous hard surfaces are disinfected
for the purpose of infectious disease control. In addition, Excelyte® qualifies as a Centers for Disease Control and Prevention
(“CDC”) Intermediate Disinfectant meeting the Occupational Safety and Health Administration’s blood-borne pathogen
standard.
Healthcare
facilities are increasingly facing major problems in controlling bacteria and viruses. Of particular concern is carbapenem-resistant
Enterobacteriaceae (CRE), cited in a CDC Health Advisory dated February 14, 2013. Excelyte® eliminates one of the most common
types of CRE,
Klebsiella pneumoniae
(NDM-1).
In
addition, Excelyte® eliminates
Clostridium difficile
spores (
C. diff
), a bacterium that can cause symptoms ranging
from diarrhea to life-threatening inflammation of the colon. Illness from
C. diff
most commonly affects older adults in
hospitals or in long-term care facilities and typically occurs after use of antibiotic medications. In recent years,
C. diff
infections have become more frequent, severe and difficult to treat as
C. diff
has increasingly become more resistant
to disinfectants.
The
ability of Excelyte® to eliminate bacteria such as the CRE
Klebsiella pneumoniae
(NDM-1) and
C. diff,
as well
as other health-related bacteria and viruses including, but not limited to, Tuberculosis, VRE and HIV, make Excelyte® a very
beneficial product for healthcare facilities. The naturally occurring properties and efficacy of Excelyte® make it an ideal
product for healthcare providers since it can be applied in spray format in order to completely cover a facility.
Excelyte®
VET (EPA Registration #82341-4) can be used to prevent Canine distemper. Canine distemper is highly contagious and is the leading
cause of infectious disease deaths in dogs worldwide. This product registration also allows us to market Excelyte® VET to
prevent the spread of Canine parvovirus and
Bordetella bronchiseptica
. Excelyte® VET is expected to be used to disinfect
animal care facilities. We are currently working with a distribution partner as it prepares for the market launch of Excelyte®
VET.
In
June 2014, the Carson Tahoe Health Systems, Carson City, Nevada, published the results of its independent study showing the effectiveness
of Excelyte® in reducing the amount of bacteria present in a hospital setting. The study also highlighted Excelyte’s®
naturally occurring properties, which do not corrode hospital equipment like chemicals historically used in this setting.
We
have undertaken additional testing to show efficacy with additional species of bacteria, and continue to work on new application
methods. One of those application methods, which we are developing with a partner, is now being reviewed by the EPA for use in
healthcare settings. If approved, this system will allow users to apply the product by means other than spraying and wiping, producing
a more efficient delivery system to kill the harmful germs responsible for the increase of hospital-borne pathogen deaths and
diseases. We also are in discussions with a potential partner for distribution into hospitals.
Most
of our resources are currently focused on the upstream oil and gas market. Accordingly, we plan to partner with others who can
assist us in the development, marketing and distribution of Excelyte® in the healthcare facilities market.
Food
Production
Excelyte®
is permitted to be used in commercial plants producing meat, poultry, egg, vegetable and fruit products as a disinfectant and
sanitizer under the U.S. Department of Agriculture’s (the “USDA”) Codes for Federal Regulation and the USDA’s
Food Safety and Inspection Service (“FSIS”). In addition, Excelyte® has been registered by NSF International (“NSF”)
as an antimicrobial agent (D2 category), not requiring rinse after use in food contact surface applications.
We
believe that Excelyte® is more efficient than the bleach solutions traditionally used to mitigate pathogens in food processing,
water disinfection, and fungicidal control. Excelyte® quickly destroys microorganisms and pathogens on fruits, vegetables,
and processing equipment without leaving a harmful residue, and is effective for non-porous hard-surface disinfection at customer
facilities. The naturally occurring properties and non-corrosive nature of Excelyte® make it an excellent replacement for
quaternary ammonia and other hazardous chemicals currently in use.
Excelyte®
kills the following non-enveloped viruses: adenovirus, norovirus, rhinovirus and rotavirus. These viruses have resulted in serious
problems for chain restaurants, cruise ships, and other establishments operating in the food, health and hospitality industries.
Non-enveloped viruses are more resistant to disinfectants than enveloped viruses, many of which are already listed on the Company’s
master label. EPA-registered hospital disinfectants such as Excelyte® that have claims against non-enveloped viruses are capable
of killing both enveloped and non-enveloped viruses on non-porous environmental surfaces. This group of viruses can cause serious
gastrointestinal, stomach, respiratory and eye infections in humans who have been exposed.
Norovirus
is highly contagious and is spread through contaminated food, water and environmental surfaces. Norovirus infections have been
an ongoing challenge in the food, healthcare and hospitality industries and recent outbreaks in major chain restaurants and cruise
lines have highlighted not only the dangers that these viral infections pose to humans, but also the lack of effective control
measures currently in place. We believe Excelyte® can play a key role in controlling and preventing future norovirus outbreaks.
We
further believe that Excelyte® can be utilized to improve the health of dairy cows, cattle, swine and chickens. When introduced
to drinking water, the solution is effective at reducing the bacteria build-up in the piping systems of the irrigation and watering
systems, which could potentially improve the health of the animals that consume the treated water and thereby reduce the usage
of antibiotics in these animals.
We
plan to partner with others who can assist us in the development, marketing and distribution of Excelyte® in the food production
market.
Research
and Development
We
are focused on the development of new applications and uses of Excelyte® and Catholyte Zero™. We continue to test Excelyte®
and Catholyte Zero™ to develop new concentrations, increase shelf-life and to supplement our label claims with respect to
the efficacy of Excelyte® in killing additional bacteria and viruses. In addition, we are developing new generations of our
EcaFlo® equipment with larger production capacities, improved hardware and software, and a more efficient design. We conduct
our primary research and development activities in-house and use third-party laboratories to conduct independent testing. We also
engage with development partners to perform research and development activities at their expense for specific products and applications
for our Excelyte® and Catholyte Zero™.
Research
conducted between IET and Coastal Carolina University (“CCU”) was published in Crop Protection in July 2011 in an
article titled “Evaluation of electrolyzed oxidizing water for phytotoxic effects and pre-harvest management of gray mold
disease on strawberry plants.” The research evaluated the ability of Excelyte® to inactivate pure fungal cultures of
Botrytis cinerea and Monilinia fructicola. The results from this study indicated that Excelyte® can be used as a disinfectant
on strawberry plants in the field and in greenhouses, packing houses and in commercial facilities to prevent or manage fungal
infections, providing an alternative to traditional chemical fungicides.
Research
conducted between IET and CCU was published in Food Microbiology in February 2008 in an article titled “Reduction of bacteria
on spinach, lettuce, and surfaces in food service areas using neutral electrolyzed oxidizing water.” The research evaluated
and illustrated the efficacy of Excelyte® in the reduction of
Escherichia coli, Salmonella typhimurium, Staphylococcus
aureus, Listeria monocytogenes,
and
Enterococcus faecalis on lettuce, spinach and food contact surfaces.
Research
conducted between IET and CCU was published in International Journal of Food Microbiology in July 2010 in an article titled “Postharvest
management of gray mold and brown rot on surfaces of peaches and grapes.” The research evaluated the ability of Excelyte®
to inactivate pure fungal cultures and the use of Excelyte® on the surfaces of peaches and grapes. The results indicated that
Excelyte® is effective for postharvest sanitizing during and after packaging, thereby extending shelf life in commercial settings.
In
April 2011, the Society of Petroleum Engineers (the “SPE”) performed a case study and prepared a report titled “Case
Study: Evaluation of an Oxidative Biocide During and After a Hydraulic Fracturing Job in the Marcellus Shale” for its SPE
International Symposium on Oilfield Chemistry. This report evaluated the effectiveness of oxidative biocides, such as Excelyte®,
and concluded, among other things, that such oxidative biocides effectively reduce or eliminate bacteria with no re-growth in
produced water for up to 81 days, have a faster kill time than glutaraldehyde, demonstrate negligible corrosion on typical oilfield
equipment and do not create well-site hazards in terms of health, biodegradability and toxicity.
The
EPA, through its Office of Research and Development’s National Homeland Security Research Center (“NHSRC”),
funded, directed and managed research with Battelle Memorial Institute and released a report titled “Evaluating a Decontamination
Technology Based on the Electrochemical Generation of Anolyte Solution against
B. anthracis
Spores” in December 2011,
evaluating Excelyte® and our EcaFlo® equipment. This report documents the results and effectiveness of Excelyte® and
our EcaFlo® equipment which can be used to treat materials contaminated with Anthrax. NHSRC has made this publication available
to the disaster response community to prepare for and recover from disasters involving chemical and/or biological contamination.
Manufacturing
and Principal Suppliers
We
currently produce, bottle and ship Excelyte® and Catholyte Zero™ for distribution to customers in the healthcare, food
production, agriculture and veterinary markets at our facility in Little River, South Carolina. We produce and ship Excelyte®
and Catholyte Zero™ for use by oil and gas producers at our facilities in Myton, Utah Artesia, New Mexico, Pecos, Texas
and Pearsall, Texas. We manufacture our EcaFlo® equipment at our facility in Little River, South Carolina. The raw materials
used to manufacture our EcaFlo® equipment include electronic components and the components of our electrolytic cell, which
are available to us through multiple qualified suppliers. We do not deem that we are reliant on any one supplier.
Customers
We
principally sell our products directly to commercial customers in the oil and gas industry and in several other industries. Our
oil and gas customers are located in Utah, New Mexico and Texas and our other customers are located in diversified geographical
regions throughout the United States. During the year ended December 31, 2015, two customers accounted for 53%, and 14%, respectively,
of revenues. During the year ended December 31, 2014, four customers accounted for 29%, 15%, 13% and 10%, respectively, of revenues.
No other customer accounted for more than 10% of our revenues during the year ended December 31, 2015 or 2014.
Distribution,
Sales and Marketing
We
currently distribute, sell and market Excelyte® and Catholyte Zero™ to the oil and gas market through our own internal
resources. This includes the utilization of independent sales representatives to assist our internal sales personnel. Our current
distribution, sales and marketing efforts for oil and gas are focused on the Mountain West states and the Southwest states.
For
the healthcare, food production, agriculture and veterinary markets, we intend to outsource a majority of the distribution, sales
and marketing requirements. Our current sales and marketing efforts for healthcare facilities and food production are focused
throughout the United States. We currently are working with two independent sales representatives and two distributors that are
selling Excelyte®.
Competition
We
face competition in every aspect of our business, and particularly from companies that seek to develop equipment that produces
electro-chemically activated water or electrically activated water.
We
also face competition from companies that produce hydrogen sulfide scavengers and biocides for the oil and gas industry and from
companies that sell biologically active solutions and products designed and developed for the synthesis of washing, disinfecting,
and sterilizing. The applications for this technology are numerous and include any process requiring disinfection or water treatment.
We
have a number of competitors that vary in size, scope and breadth of products offered. Such competitors include some of the largest
global corporations, and many of our competitors have significantly greater financial resources than we do. We expect to face
additional competition from other competitors in the future.
Important
competitive strengths of our products include product quality, consistency, environmental sensitivity, price, ease of use, customer
service, and reputation. We believe that we compete favorably on the factors described above. However, our industry is continuously
evolving and is becoming increasingly competitive. Larger, more established companies than us are increasingly focusing on ECA
technology businesses that directly compete with us.
Patents
and Trademarks
We
will develop intellectual property rights to protect and preserve our proprietary technology and our right to capitalize on the
results of our research and development activities when deemed feasible. We currently maintain the trademark registrations to
Excelyte® (Reg. No. 4524966) and the Excelyte® logo (Reg. No. 3588751) and to EcaFlo® (Reg. No. 4782813) and the EcaFlo®
logo (Reg. No. 4782812). In addition, we currently claim trade names for Catholyte Zero™ and EcoTreatments™. We are
in the process of applying for patent protection for our proprietary Excelyte® and Catholyte Zero™ dual treatment regimen
for oil and gas wells.
Government
Regulation
We
manufacture and sell in the United States certain disinfecting products that kill or reduce microorganisms (bacteria, viruses,
fungi). The manufacture, labeling, handling and use of these products are regulated by the EPA under the Federal Insecticide,
Fungicide, and Rodenticide Act (“FIFRA”). Excelyte® is currently registered by the EPA under FIFRA as a hospital-level,
non-porous hard service disinfectant and is approved for use on both food contact surfaces and on non-food contact hard surfaces.
EPA product registration requires meeting certain efficacy, toxicity and labeling requirements and paying ongoing registration
fees. Although states do not generally impose substantive requirements different from those of the EPA, each state in which these
products are sold requires registration and payment of a fee.
The
use of cleaners and sanitizers in meat, poultry and egg production facilities is regulated by the USDA and FSIS. Excelyte®
is permitted to be used in commercial plants producing meat, poultry, egg, vegetable and fruit products as a disinfectant and
sanitizer by the USDA and FSIS. In addition, Excelyte® has been registered by NSF as an antimicrobial agent (D2 category),
not requiring rinse after use in food contact surface applications.
Insurance
We
maintain insurance in such amounts and against such risks as we deem prudent, although no assurance can be given that such insurance
will be sufficient under all circumstances to protect us against significant claims for damages. The occurrence of a significant
event not fully-insured could materially and adversely affect our business, financial condition and results of operations. Moreover,
no assurance can be given that we will be able to maintain adequate insurance in the future at commercially reasonable rates or
on acceptable terms.
Employees
We
currently employ twelve full-time employees. We have not experienced any work stoppages to date and we believe that our relationship
with these employees is good.
Item
1A.
Risk Factors
IET
is a smaller reporting company and is therefore not required to provide this information.
Item
1B.
Unresolved Staff Comments
None.
Item
2.
Properties
We
lease the real property identified below. We believe that we have adequate space for our current needs and that suitable additional
space will be available at commercially reasonable prices for our future needs.
Principal
Properties Leased
|
|
Primary Use
|
|
Floor
Space
|
|
|
Lease
Expiration (calendar year)
|
|
|
Renewals
|
Little River,
South Carolina
|
|
Headquarters, including research and development, EcaFlo™ equipment assembly and servicing, Excelyte® and Catholyte Zero™ production and bottling, administrative, and warehouse operations
|
|
12,000
square feet
|
|
|
2017
|
|
|
Two successive three-year terms
|
|
|
|
|
|
|
|
|
|
|
|
Myton, Utah
|
|
Excelyte® and Catholyte Zero™ production and warehouse operations
|
|
3,250
square feet
|
|
|
2018
|
|
|
Two successive three-year terms
|
|
|
|
|
|
|
|
|
|
|
|
Artesia, New Mexico
|
|
Excelyte® and Catholyte Zero™ production and warehouse operations
|
|
3,200
square feet
|
|
|
2017
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
Pecos, Texas
|
|
Excelyte® and Catholyte Zero™ production and warehouse operations
|
|
4,000
square feet
|
|
|
2018
|
|
|
Two successive three-year terms
|
|
|
|
|
|
|
|
|
|
|
|
Pearsall, Texas
|
|
Excelyte® and Catholyte Zero™ production and warehouse operations
|
|
1,700
square feet
|
|
|
2018
|
|
|
None
|
Item
3.
Legal Proceedings
None.
Item
4.
Mine Safety Disclosures
Not
applicable.
PART
III
Item 10.
Directors, Executive Officers and Corporate Governance
Directors
and Executive Officers
Each
director serves for a term set to expire at the next annual meeting of stockholders of IET. The executive officers serve in accordance
with IET’s bylaws and at the discretion of IET’s board of directors. The name, age, principal occupation or employment
and biographical information of each member of the board of directors and each executive officer of IET are set forth below:
Name
|
|
Age
|
|
Principal
Occupation or Employment
|
|
Director
Since
|
David
R. LaVance
|
|
62
|
|
Chairman, President
and Chief Executive Officer of IET
|
|
2011
|
Paul
S. Clayson
|
|
59
|
|
Chairman and Chief
Executive Officer of Valuation Impact
|
|
2014
|
Michael
D. Donnell
|
|
56
|
|
Consultant
|
|
2014
|
Anthony
Giordano, III
|
|
50
|
|
Senior Vice President
of OceanFirst Bank
|
|
2014
|
David
N. Harry
|
|
65
|
|
Senior Fellow-Technology
- Rockwater Energy Solutions, Inc.
|
|
2007
|
Raymond
C. Kubacki
|
|
71
|
|
Chairman, President
and Chief Executive Officer of Psychemedics Corporation
|
|
2011
|
Thomas
S. Gifford
|
|
47
|
|
Executive
Vice President, Chief Financial Officer and Secretary of IET
|
|
N/A
|
There
are no family relationships among the current executive officers and directors of IET. None of the current executive officers
or directors of IET are directors of any company with a class of securities registered pursuant to Section 12 of the Exchange
Act, or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under
the Investment Company Act of 1940, as amended, except for Mr. LaVance who serves as the chairman of Scivanta Medical Corporation
(OTC Pink: SCVM), Mr. Kubacki, who serves as the chairman of Psychemedics Corporation (NASDAQ: PMD) and Thomas S. Gifford and
Anthony Giordano, III, who each serves as a director of Scivanta Medical Corporation (OTC Pink: SCVM).
Biographical
Information
Directors
David
R. LaVance
:
Mr. LaVance has served as IET’s Chairman, President and Chief Executive Officer since June 16, 2011
and has served as a director of IET since March 3, 2011. From May 22, 2011 to June 16, 2011, Mr. LaVance served as Executive Chairman
of IET. From December 2002 through February 2016, Mr. LaVance was a member of the board of directors of Hologic, Inc. (NASDAQ:
HOLX), a publicly traded medical device company specializing in women’s healthcare products. From August 2012 through May
2015, Mr. LaVance served as the chairman of the board of directors of Hologic and from June 2008 through July 2011, Mr. LaVance
served as the lead independent director of Hologic. Since March 2003, Mr. LaVance has served as the President and Chief Executive
Officer and the chairman of board of directors of Scivanta Medical Corporation (OTC Pink: SCVM), a publicly traded medical device
company. Since August 1997, Mr. LaVance has served as the President of Century Capital Associates LLC, a consulting firm he co-founded
providing business and transaction advisory services. Mr. LaVance was formerly a Managing Director of KPMG Health Ventures, an
advisory group providing investment banking services to healthcare companies. Mr. LaVance received a B.A. degree from Furman University
and a J.D. degree from Washington College of Law of the American University. As our President and Chief Executive Officer, Mr.
LaVance has direct responsibility for IET’s strategy and operations. This position, together with his many years of experience
in corporate management, makes him an invaluable contributor to the board.
Paul
S. Clayson
: Mr. Clayson has served as a director of IET since December 15, 2014. He has over thirty years of experience
as a business owner, strategic planning expert, financial and investment strategist and a senior political advisor. He has served
as Chairman and Chief Executive Officer of Valuation Impact, a global executive mentoring and consulting company focused on helping
start-up and growth-stage companies, since January 2014. He also has served as Chief Executive Officer of CONVERT2, a start-up
energy company focused on conversion of fleet vehicles from fossil fuels to natural gas and other alternative fuels, since July
2004. Mr. Clayson currently serves on the board of directors of Solan, Inc, a graphene materials company; RDSolutions, Inc., a
biotechnology company and SimplEExchange, Inc., a healthcare exchange tools company. He also currently serves on the boards of
advisors of eSurface, Inc., a printed circuit board and semiconductor manufacturing company and Peace Field, Ltd., an investment
and merchant banking firm. He has previously served as Executive Chairman, President and Chief Executive Officer of HzO, Inc.,
an advanced nano-materials technology company that makes electronic devices water resistant, from August 2011 to July 2014; and
as Chairman and Chief Executive Officer of nCoat, Inc., a nanotechnology materials development and manufacturing company, from
March 2004 to April 2011. Mr. Clayson attended the University of Utah for three years where he studied political science and business
management and has completed two M.B.A. Executive Boot Camps at University of Michigan in Corporate Strategic Planning and Strategic
Market Planning. Mr. Clayson’s mix of leadership, management, strategic and finance skills and experience enable him to
provide important experience and insights to the board.
Michael
D. Donnell
: Mr. Donnell has served as a director of IET since December 15, 2014. Mr. Donnell has over 25 years of experience
in leading publicly-traded and private technology-based companies ranging in size from start-ups to organizations with over 1,500
employees. He previously served as the President and Chief Executive Officer of onePhone, Inc., a mobile phone software company,
from June 2012 to December 2013. Prior thereto, he served as an executive officer of several technology and communications based
companies. Mr. Donnell has also served on the boards of directors of eSoft, Inc. from October 2010 to January 2013 and Nexaira,
Inc. from May 2010 to October 2011. Mr. Donnell received a B.A. degree in finance from Central Oklahoma University. Mr. Donnell’s
mix of leadership, management, strategic and finance skills and experience enable him to provide important experience and insights
to the board.
Anthony
Giordano, III
: Mr. Giordano has served as a director of IET since December 15, 2014. He is currently a Senior Vice President
for OceanFirst Bank (NASDAQ: OCFC). Mr. Giordano was the President and Chief Executive Officer and a director of Colonial American
Bank from December 2010 to July 2015, when Colonial American Bank merged into OceanFirst Bank. Mr. Giordano served as the Senior
Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary of Central Jersey Bancorp, a publicly traded
bank holding company (NASDAQ: CJBK), from January 2005 through the date of the consummation of the merger of Central Jersey Bancorp
and Kearny Financial Corp. in November 2010. Prior thereto, he served in various executive and senior account positions with various
financial institutions. Mr. Giordano currently serves on the board of directors of Scivanta Medical Corporation (OTC Pink: SCVM).
He received an M.B.A. degree from Monmouth University and a B.S. degree in finance from Kean University. Mr. Giordano’s
mix of leadership, management, strategic and finance skills and experience enable him to provide important accounting and finance
experience and management insights to the board.
David
N. Harry
: Mr. Harry has served as a director of IET since June 21, 2007. Mr. Harry is a Senior Technology Fellow with
Rockwater Energy Solutions, Inc. and is the former Executive Vice President and Chief Technical Officer of Benchmark Performance
Group, Inc. In 2011, Benchmark was rolled-up as one of the founding companies of Rockwater. Rockwater is a leading provider of
services and products related to the management and treatment of water, and the development of chemicals for use in the oil and
gas industry. Mr. Harry joined Benchmark in 1984 to assist it with its growing dry and liquid chemical blending business. Mr.
Harry was Benchmark’s Chief Technical Officer from 1990 through 2011, directing all of Benchmark’s quality control, technical
support and product development activities. Mr. Harry began his career as an analytical chemist in 1977. Mr. Harry is a member
of the Society of Petroleum Engineers and the American Chemical Society. He received his B.S. degree and M.S. degree from Stephen
F. Austin State University and conducted post-graduate work in limnology and hydrology at Texas A&M University. Mr. Harry’s
scientific background and understanding of our technology and its applications, particularly in the area of oil and gas, enable
him to provide important insights to the board.
Raymond
C. Kubacki
: Mr. Kubacki has served as a director of IET since March 3, 2011. Since 1991, Mr. Kubacki has served as the
President and Chief Executive Officer of Psychemedics Corporation (PMD: NASDAQ), the world’s largest supplier of drugs of
abuse testing using hair analysis. He has also served as Chairman of the Board of Psychemedics Corporation since 2003. Prior to
joining Psychemedics Corporation, he held a number of senior management positions in finance, marketing, and manufacturing with
Reliance Electric Company and Acme-Cleveland Corporation and as an investment officer at Massachusetts Financial Services Company.
Mr. Kubacki currently serves on the board of trustees of the Center for Excellence in Education, a non-profit organization dedicated
to nurturing careers of excellence and leadership in science and technology for academically gifted high school and college students.
Mr. Kubacki received his B.A. degree from Harvard University and his M.B.A. from Harvard Business School, and also holds an Executive
Masters Professional Director Certification, the highest level award, from the American College of Corporate Directors, a public
company director education and credentialing organization. Mr. Kubacki’s mix of leadership, management, strategic and finance
skills and experience enable him to provide important experience and insights to the board.
Non-Director
Executive Officer
Thomas
S. Gifford
: Mr. Gifford has served as IET’s Chief Financial Officer since May 22, 2011 and as its Executive Vice
President and Secretary since June 16, 2011. Since March 2003, he has also served as the Executive Vice President, Chief Financial
Officer and Secretary of Scivanta Medical Corporation (OTC Pink: SCVM), a publicly traded medical device company. Since August
1997, Mr. Gifford has also served as the Vice President of Century Capital Associates LLC, a consulting firm he co-founded which
provides business and transaction advisory services. Mr. Gifford was formerly a Manager and Associate Director of KPMG Health
Ventures, an advisory group providing investment banking services to healthcare companies and an accountant for KPMG Peat Marwick
LLP. He is a licensed attorney in New York and New Jersey and is a Certified Public Accountant. Mr. Gifford received a B.S. degree
from Rutgers University and a J.D. degree from Seton Hall University School of Law.
Corporate
Governance
Board
of Director Meetings and Committees
The
board of directors of IET conducts business through meetings of the board and sometimes by unanimous written consent. In addition,
the board sometimes conducts business through its committees. The board of directors for the year ended December 31, 2015 consisted
of: David R. LaVance, Paul S. Clayson, Michael D. Donnell, Anthony Giordano, III, Raymond C. Kubacki and David N. Harry. E. Wayne
Kinsey, III, a former director, was a member of IET’s board of directors through May 28, 2015.
Audit
Committe
e
The
audit committee for fiscal 2015 consisted of Raymond C. Kubacki, Paul S. Clayson and Anthony Giordano, III. Mr. Kubacki is the
chairman of the audit committee. Mr. Kubacki, Mr. Clayson and Mr. Giordano each qualify as an independent director in accordance
with the rules of NASDAQ and the rules and regulations of the SEC. In addition, the board has determined that Mr. Kubacki qualifies
as an audit committee financial expert by SEC rules.
The
audit committee’s primary responsibility is to assist the board in fulfilling its oversight responsibilities with respect
to financial reports and other financial information, as well as such other responsibilities set forth in the amended and restated
charter of the audit committee which was adopted on March 2, 2012 and is available for viewing on IET’s website at www.ecotreatments.com.
Executive
Sessions of Nonemployee Directors
The
board and its committees generally hold executive sessions of its nonemployee directors at each meeting. The chairman of the audit
committee generally serves as the chairperson for executive sessions of the board.
Section
16 Compliance
Section
16(a) of the Exchange Act requires IET’s directors, executive officers and persons who own more than ten percent of IET’s
common stock to file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers, directors
and greater than ten percent beneficial owners are required by SEC regulations to furnish IET with copies of all such filings.
Based
on the foregoing, IET believes that all filings required to be made during fiscal 2015 by its directors, executive officers and
persons who own more than ten percent of IET’s common stock pursuant to Section 16(a) of the Exchange Act have been timely
filed, except: (1) the Forms 4 filed by each of Paul S. Clayson, Michael D. Donnell, Anthony Giordano, III, David N. Harry and
Raymond C. Kubacki relating to the issuance of common stock on December 31, 2015 as payment of retainer and meeting fees for services
on our board were filed late; and (2) the Forms 4 filed by each of David R. LaVance and Thomas S. Gifford relating to the issuance
of common stock on December 31, 2015 as payment of out-of-pocket expenses incurred by Mr. LaVance and Mr. Gifford on behalf of
IET were filed late.
Chief
Executive and Senior Financial Officer Code of Ethics
IET
has in place a Chief Executive and Senior Financial Officer Code of Ethics. The Chief Executive and Senior Financial Officer Code
of Ethics is available for viewing on IET’s website at
www.ecotreatments.com
.
Item 11.
Executive Compensation
Executive
Officer Summary Compensation
The
following table sets forth information concerning the annual and long-term compensation for IET’s President and Chief Executive
Officer during the years ended December 31, 2015 and 2014 and each other executive officer of IET whose total annual salary and
bonus for the year ended December 31, 2015 exceeded $100,000, collectively referred to herein as the “named executive officers”.
SUMMARY
COMPENSATION TABLE
Name and
Principal
Position
|
|
Year
|
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
Awards
($) (1)
|
|
|
Option
Awards ($) (2)
|
|
|
Non-
Equity
Incentive
Plan
Compen-
sation ($)
|
|
|
Non-
Qualified
Deferred
Compen-
sation
Earnings
($)
|
|
|
All
Other
Compen-
sation ($)
|
|
|
Total
($)
|
|
David R. LaVance,
|
|
|
2015
|
|
|
$
|
235,000
|
|
|
$
|
—
|
|
|
$
|
238,293
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
473,293
|
|
President and Chief Executive Officer
|
|
|
2014
|
|
|
$
|
235,000
|
|
|
|
$117,500
|
(3)
|
|
$
|
—
|
|
|
$
|
17,527
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
370,027
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas S. Gifford,
|
|
|
2015
|
|
|
$
|
200,000
|
|
|
$
|
—
|
|
|
$
|
136,217
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
336,217
|
|
Executive Vice President, Chief Financial Officer and Secretary
|
|
|
2014
|
|
|
$
|
200,000
|
|
|
|
$100,000
|
(3)
|
|
$
|
—
|
|
|
$
|
11,687
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
311,687
|
|
(1)
|
On
March 25, 2015, we issued an aggregate of 5,683,000 shares of common stock as stock-based compensation to our executive officers
as follows: David R. LaVance - 3,613,250 shares; and Thomas S. Gifford - 2,069,750 shares. The fair value of the common stock
was based on the price of our common stock on the date of grant ($0.0659 per share).
|
|
|
(2)
|
Amounts
shown do not reflect compensation actually received by the named executive officer. Instead, the amounts shown are the compensation
costs we recognized in the years 2015 and 2014 in accordance with ASC 718. The accounting for stock-based compensation and
the assumptions used to calculate the value of the stock option grants are set forth under Note 3 “Summary of Significant
Accounting Policies: Stock-Based Compensation” and Note 12 “Stockholders’ Deficiency,” respectively,
of our audited consolidated financial statements included elsewhere herein.
|
|
|
(3)
|
Fifty
percent of this bonus has been paid and the remaining balance will be paid upon achievement by IET of certain capital requirements.
|
Employment
Agreements
There
are no employment agreements with any of IET’s current executive officers.
Executive
Officer Outstanding Equity Awards at Fiscal Year-End
The
following table provides information about all equity compensation awards held by the named executive officers at December 31,
2015.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
Stock Awards
|
|
Stock Awards
|
|
Name
|
|
Date
of Grant
|
|
|
Number
of Securities Underlying Unexercised Options (#) Exercisable
|
|
Number
of Securities Underlying Unexercised Options (#) Not Exercisable
|
|
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)
|
|
|
Option
Exercise Price ($)
|
|
|
Option
Expir- ation Date
|
|
Number
of Shares or Units of Stock That Have Not Vested (#)
|
|
|
Market
Value of Shares or Units of Stock That Have Not Vested ($)
|
|
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
|
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
|
|
David R. LaVance
|
|
|
4/15/11
|
|
|
909,091
|
(1)
|
|
—
|
|
|
|
—
|
|
|
$
|
0.07
|
|
|
4/15/21
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
President and
|
|
|
5/23/11
|
|
|
3,100,000
|
(2)
|
|
—
|
|
|
|
—
|
|
|
$
|
0.09
|
|
|
5/23/21
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
Chief Executive Officer
|
|
|
3/27/12
|
|
|
1,500,000
|
(3)
|
|
—
|
|
|
|
—
|
|
|
|
(3
|
)
|
|
3/27/22
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas S. Gifford Chief
|
|
|
4/15/11
|
|
|
909,091
|
(1)
|
|
—
|
|
|
|
—
|
|
|
$
|
0.07
|
|
|
4/15/21
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
Executive Vice President,
|
|
|
5/23/11
|
|
|
3,100,000
|
(2)
|
|
—
|
|
|
|
—
|
|
|
$
|
0.09
|
|
|
5/23/21
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
Financial Officer and Secretary
|
|
|
3/27/12
|
|
|
1,000,000
|
(3)
|
|
—
|
|
|
|
—
|
|
|
|
(3
|
)
|
|
3/27/22
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
(1)
|
On April 21, 2011, IET issued warrants to its independent directors as partial consideration for service in 2011 as members of the board and related committees. At the time of the issuance, Mr. LaVance was an independent director and was issued a warrant to purchase 1,818,182 shrs of common stock. The warrant is exercisable at $0.07 per share for a
term of ten years and vested upon issuance. On December 27, 2011, Mr. LaVance assigned the right to purchase 909,091 of the shares of common stock underlying the warrant to Mr. Gifford.
|
|
|
(2)
|
On
May 23, 2011, IET issued warrants to purchase a total of 6,200,000 shares of its common stock to IET’s executive officers.
Mr. LaVance was issued a warrant to purchase 3,100,000 shares of common stock and Mr. Gifford also was issued a warrant to
purchase 3,100,000 shares of common stock. These warrants are exercisable at $0.09 per share for a term of ten years and are
fully vested.
|
|
|
(3)
|
On
March 27, 2012, IET granted incentive stock options to purchase an aggregate of 5,000,000 shares of IET’s common stock
under the 2010 Stock Incentive Plan as follows: Mr. LaVance – 3,000,000 shares, and Mr. Gifford – 2,000,000 shares.
An aggregate of 2,500,000 shares of common stock underlying the incentive stock options (1,500,000 shares for Mr. LaVance
and 1,000,000 shares for Mr. Gifford), with exercise prices ranging from $0.10 to $0.30 per share, expired in accordance with
the terms of the incentive stock option agreements. An aggregate of 2,500,000 shares of common stock underlying the incentive
stock options (1,500,000 shares for Mr. LaVance and 1,000,000 shares for Mr. Gifford), with exercise prices ranging from $0.10
to $0.30 per share, are vested and available for purchase. Each of the incentive stock options has a ten-year term.
|
Director
Compensation
The
following table sets forth information concerning the compensation of IET’s board of directors who are not named executive
officers for the year ended December 31, 2015.
Name
|
|
Fees
Earned or Paid in Cash ($)(1)
|
|
|
Stock
Awards ($)
|
|
|
Option
Awards
($)(2)
|
|
|
Non-Equity
Incentive Plan Compen-sation ($)
|
|
|
Non-Qualified
Deferred Compen-sation Earnings ($)
|
|
|
All
Other Compen-sation ($)
|
|
|
Total
($)
|
|
Paul S. Clayson (3)
|
|
$
|
14,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,500
|
|
Michael D. Donnell (3)
|
|
$
|
14,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,000
|
|
Anthony Giordano, III (3)
|
|
$
|
15,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,500
|
|
David N. Harry (3)
|
|
$
|
13,000
|
|
|
$
|
—
|
|
|
$
|
24,661
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37,661
|
|
Raymond C. Kubacki (3)
|
|
$
|
15,500
|
|
|
$
|
—
|
|
|
$
|
43,158
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
58,658
|
|
E. Wayne Kinsey, III (4)
|
|
$
|
4,650
|
|
|
$
|
—
|
|
|
$
|
12,330
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,980
|
|
(1)
|
Effective
March 14, 2012, the compensation committee approved cash compensation for non-executive directors consisting of: (a) annual
retainer of $10,000; (b) in-person meeting fee of $2,000 per meeting; and (c) telephonic meeting fee of $500 per meeting.
|
|
|
(2)
|
Amounts
shown do not reflect compensation actually received by the director. Instead, the amounts shown are the compensation costs
we recognized in the fiscal year 2015 in accordance with ASC 718. The accounting for stock based compensation and the assumptions
used to calculate the value of the option grants are set forth under Note 2 “Summary of Significant Accounting Policies:
Stock-Based Compensation” and Note 12 “Stockholders’ Equity (Deficiency),” respectively, of our audited
consolidated financial statements included elsewhere herein.
|
|
|
(3)
|
On
December 31, 2015, IET issued shares of common stock as payment of retainer and meeting fees as follows: Mr. Clayson –
362,500 shares of common stock as payment of the $14,500 due; Mr. Donnell – 350,000 shares of common stock as payment
of the $14,000 due; Mr. Giordano – 387,500 shares of common stock as payment of the $15,500 due; Mr. Harry – 325,000
shares of common stock as payment of the $13,000 due; and Mr. Kubacki – 387,500 shares of common stock as payment of
the $15,500 due.
|
|
|
(4)
|
Mr.
Kinsey’s term on the board of directors ended on May 28, 2015.
|
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The
following table sets forth information as of March 25, 2016, with respect to the beneficial ownership (as defined in Rule 13d-3
of the Exchange Act) of common stock, which is the only class of IET capital stock with shares issued and outstanding, by (1)
each director and nominee for director of IET, (2) each person who served as IET’s President and Chief Executive Officer
during the year ended December 31, 2015 and each other executive officer of IET whose total annual salary and bonus for the year
ended December 31, 2015 exceeded $100,000, (3) each person or group of persons known by IET to be the beneficial owner of greater
than 5% of IET’s outstanding common stock, and (4) all directors and executive officers of IET as a group. Beneficial ownership
is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.
Except as indicated by footnote, the persons named in the table below have sole voting power and investment power with respect
to the shares of common stock shown as beneficially owned by them.
Name
of Beneficial Owner
|
|
Number
of Shares Beneficially Owned (1)
|
|
|
Percent
of Class
|
|
David R. LaVance (2)(3)
|
|
|
9,932,341
|
|
|
|
3.13
|
%
|
Thomas S. Gifford (4)(5)
|
|
|
7,888,841
|
|
|
|
2.49
|
%
|
Raymond C. Kubacki (6)(7)
|
|
|
5,685,068
|
|
|
|
1.81
|
%
|
David N. Harry (6)(8)
|
|
|
2,025,259
|
|
|
|
*
|
|
Paul S. Clayson (6)
|
|
|
362,500
|
|
|
|
*
|
|
Michael D. Donnell (6)
|
|
|
350,000
|
|
|
|
*
|
|
Anthony Giordano, III (6)
|
|
|
387,500
|
|
|
|
*
|
|
E. Wayne Kinsey, III (6)(9)
|
|
|
56,562,738
|
|
|
|
18.14
|
%
|
KC Gamma Opportunity Fund, L.P. (10)(11)(12)(13)
|
|
|
30,624,671
|
|
|
|
9.65
|
%
|
Alvin Fund, LLC (14)
|
|
|
17,518,564
|
|
|
|
5.63
|
%
|
Zanett Opportunity Fund, Ltd. (15)(16)(17)
|
|
|
16,434,862
|
|
|
|
5.20
|
%
|
All directors and executive officers as a group (3)(5)(7)(8)
|
|
|
26,631,509
|
|
|
|
8.16
|
%
|
*
Represents less than 1% of the issued and outstanding shares of common stock.
(1)
|
In
accordance with Rule 13d-3 of the Exchange Act, a person is deemed to be the beneficial owner, for purposes of this table,
of any shares of IET’s common stock if he, she or it has voting or investment power with respect to such shares. This
includes shares (a) subject to options and warrants exercisable within sixty days of March 25, 2016, and (b)(1) owned by a
spouse, (2) owned by other immediate family members, or (3) held in trust or held in retirement accounts or funds for the
benefit of the named individuals, over which shares the person named in the table may possess voting and/or investment power.
|
|
|
(2)
|
Such
person serves as IET’s Chairman, President and Chief Executive Officer and maintains a mailing address of 215 Morris
Avenue, Spring Lake, New Jersey 07762.
|
|
|
(3)
|
Includes
909,091 shares of common stock currently available for purchase under the warrant to purchase 1,818,182 shares of common stock
issued to Mr. LaVance on April 21, 2011. On December 27, 2011, Mr. LaVance assigned the right to purchase 909,091 shares of
common stock underlying the warrant to Thomas S. Gifford. Also includes 3,100,000 shares of common stock currently available
for purchase under the warrant issued to Mr. LaVance on May 23, 2011 and 1,500,000 shares of common stock currently available
for purchase under the incentive stock option granted to Mr. LaVance on March 27, 2012.
|
|
|
(4)
|
Such
person serves as IET’s Executive Vice President, Chief Financial Officer and Secretary and maintains a mailing address
of 215 Morris Avenue, Spring Lake, New Jersey 07762.
|
|
|
(5)
|
Includes
3,100,000 shares of common stock currently available for purchase under the warrant issued to Mr. Gifford on May 23, 2011
and 909,091 shares of common stock currently available for purchase under the warrant issued by IET to David R. LaVance on
April 21, 2011, the right to purchase of which was assigned to Mr. Gifford by Mr. LaVance on December 27, 2011. Also includes
1,000,000 shares of common stock currently available for purchase under the incentive stock option granted to Mr. Gifford
on March 27, 2012.
|
|
|
(6)
|
Such
person serves as a director of IET and maintains a mailing address of 4235 Commerce Street, Little River, South Carolina 29566.
|
|
|
(7)
|
Includes
1,818,182 shares of common stock currently available for purchase under the warrant issued to Mr. Kubacki on April 21, 2011.
Also includes 541,860 shares of common stock currently available for purchase under the non-qualified stock option granted
to Mr. Kubacki on March 27, 2012 and 1,113,630 shares of common stock currently available for purchase under the non-qualified
stock option granted to Mr. Kubacki on April 3, 2015
|
|
|
(8)
|
Includes
309,640 shares of common stock currently available for purchase under the non-qualified stock option granted to Mr. Harry
on March 27, 2012 and 636,350 shares of common stock currently available for purchase under the non-qualified stock option
granted to Mr. Harry on April 3, 2015.
|
|
|
(9)
|
Includes
154,820 shares of common stock currently available for purchase under the non-qualified stock option granted to Mr. Kinsey
on March 27, 2012 and 318,170 shares of common stock currently available for purchase under the non-qualified stock option
granted to Mr. Kinsey on April 3, 2015.
|
|
|
(10)
|
KC
Gamma Opportunity Fund, L.P. (“KC Gamma”) maintains a mailing address at 112 Route 9 North, Sherman, Connecticut
06784.
|
(11)
|
Casey
Capital, LLC (“Casey Capital”) is the investment manager of KC Gamma. Kevin Casey is the managing member of Casey
Capital. Casey Capital and Mr. Casey maintain a mailing address at 112 Route 9 North, Sherman, Connecticut 06784.
|
|
|
(12)
|
Includes
1,964,286 shares of common stock available for purchase under the warrant issued to KC Gamma on November 11, 2015 and 3,928,572
shares of common stock available upon conversion, at the current conversion price of $0.07 per share, of the 12% convertible
debenture in the principal amount of $275,000 issued to KC Gamma on November 11, 2015.
|
|
|
(13)
|
Includes
1,250,000 shares of common stock held by Meghan Casey, Kevin Casey’s wife, and 625,000 shares held in custody for Mr.
Casey’s child. Casey Capital and Mr. Casey each disclaim beneficial ownership of the shares of common stock held by
KC Gamma, the shares of common stock held by Meghan Casey and the shares of common stock held in custody for Mr. Casey’s
child.
|
|
|
(14)
|
Alvin
Fund LLC (“Alvin”) maintains a mailing address 215 West 98th Street, New York, NY 10025.
|
|
|
(15)
|
Zanett
Opportunity Fund, Ltd. (“Zanett”) maintains a mailing address at Appleby Spurling, Canon’s Court, 22 Victoria
Street, P.O. Box HM 1179 Hamilton, HM EX, Bermuda.
|
|
|
(16)
|
McAdoo
Capital, Inc. (“McAdoo Capital”) is the investment manager of Zanett. Zachary McAdoo is the President of McAdoo
Capital. McAdoo Capital and Mr. McAdoo maintain a mailing address of 135 East 57th Street, 4th Floor, New York, New York 10022.
|
|
|
(17)
|
Includes
104,406 shares of common stock held by McAdoo Capital. Also includes 4,761,250 shares of common stock available upon conversion,
at the current conversion price of $0.10 per share, of the 8% convertible debenture in the principal amount of $476,125 issued
to Zanett on August 21, 2012. McAdoo Capital disclaims beneficial ownership of the shares of common stock held by Zanett,
the shares of common stock available for purchase under the warrant issued to Zanett and the shares of common stock available
upon conversion of the convertible debenture issued to Zanett. Mr. McAdoo disclaims beneficial ownership of the shares of
common stock held by McAdoo Capital and Zanett, the shares of common stock available for purchase under the warrant issued
to Zanett and the shares of common stock available upon conversion of the convertible debenture issued to Zanett.
|
Stock
Option Plans
IET
currently has two stock option/stock compensation plans in place: the 2010 Stock Incentive Plan and the 2012 Equity Incentive
Plan (the “Equity Incentive Plans”). The 2010 Stock Incentive Plan was approved by the stockholders in September 2010.
IET had reserved for issuance an aggregate of 10,000,000 shares of common stock under the 2010 Stock Incentive Plan. As of December
31, 2015, stock options to purchase 3,846,920 shares of IET’s common stock were outstanding under the 2010 Stock Incentive
Plan and 90,500 shares of IET’s common stock had been issued under the 2010 Stock Incentive Plan. As a result of the adoption
of IET’s 2012 Equity Incentive Plan, no further awards are permitted under the 2010 Stock Incentive Plan.
The
2012 Equity Incentive Plan was approved by the stockholders in May 2012. The 2012 Equity Incentive Plan is designed to encourage
and enable employees and directors of IET to acquire or increase their holdings of common stock and other proprietary interests
in the Company. The 2012 Equity Incentive Plan is intended to promote these individuals’ interests in IET, thereby enhancing
the efficiency, soundness, profitability, growth and stockholder value of IET. The 2012 Equity Incentive Plan provides for grants
and/or awards in the form of incentive and non-qualified stock option grants, stock appreciation rights, restricted stock awards,
performance share awards, phantom stock awards and dividend equivalent awards.
The
original aggregate number of shares of common stock which could be awarded under the 2012 Equity Incentive Plan was 14,000,000
shares, subject to adjustment as provided in the 2012 Equity Incentive Plan. Effective February 25, 2015, as permitted under the
2012 Equity Incentive Plan, IET’s board of directors increased the number of shares of common stock that could be awarded
under the 2012 Equity Incentive Plan to 25,300,975 shares. As of December 31, 2015, options to purchase 4,518,150 shares of IET’s
common stock were outstanding under the 2012 Equity Incentive Plan and up to 20,782,825 shares of IET’s common stock were
available for awards under the 2012 Equity Incentive Plan. Effective January 29, 2016, as permitted under the 2012 Equity Incentive
Plan, IET’s board of directors increased the number of shares of common stock that could be awarded under the 2012 Equity
Incentive Plan to 31,140,458 shares.
Securities
Authorized for Issuance under Equity Compensation Plans
The
following table provides information as of December 31, 2015 on the number of securities to be issued upon the exercise of outstanding
options and the number of securities remaining available for future issuance under the Equity Incentive Plans and the number of
securities to be issued upon the exercise of outstanding warrants under equity compensation arrangements not approved by the stockholders.
EQUITY COMPENSATION PLAN TABLE
Plan Category
|
|
Number
of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
|
|
|
Weighted-average
exercise price of outstanding options, warrants and rights
(b)
|
|
|
Number
of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column
(a))
(c)
|
|
Equity compensation plan approved by security holders (1)
|
|
|
8,365,070
|
|
|
$
|
0.11
|
|
|
|
20,782,825
|
|
Equity compensation arrangements not approved by security holders (2)
|
|
|
14,543,806
|
|
|
$
|
0.07
|
|
|
|
—
|
|
Total
|
|
|
22,908,876
|
|
|
$
|
0.09
|
|
|
|
20,782,825
|
|
(1)
|
IET
currently has no equity compensation plans other than the Equity Incentive Plans described herein which have been approved
by its stockholders.
|
|
|
(2)
|
Represents
warrants to purchase common stock that were outstanding as of December 31, 2015. These warrants were issued as compensation
for services rendered to IET. See discussion below for additional information.
|
Equity
Compensation Arrangements Not Approved by the Security Holders
Warrants
Issued to Independent Directors – April 2011
On
April 21, 2011, the Company issued warrants to purchase a total of 4,606,061 shares of the common stock to the Company’s
then independent directors as follows: David R. LaVance – 1,818,182 shares; Raymond C. Kubacki – 1,818,182 shares;
and Valgene L. Dunham – 969,697 shares. The warrants were issued as partial consideration for service in 2011 as members
of the board and related committees. These warrants are exercisable at $0.07 per share for a term of ten years and vested upon
issuance. As of December 31, 2015, all 4,606,061 shares of common stock underlying the warrants were vested and available for
purchase.
Warrants
Issued to Executive Officers
On
May 23, 2011, the Company issued warrants to purchase a total of 6,200,000 shares of common stock in lieu of cash compensation
to the Company’s new executive management team. David R. LaVance, the Company’s Chairman, President and Chief Executive
Officer, was issued a warrant to purchase 3,100,000 shares of common stock and Thomas S. Gifford, the Company’s Executive
Vice President, Chief Financial Officer and Secretary, also was issued a warrant to purchase 3,100,000 shares of common stock.
These warrants are exercisable at $0.09 per share, have a term of ten years and vested over a period of eighteen months from the
date of issuance. As of December 31, 2015, all 6,200,000 shares of common stock underlying the warrants were available for purchase.
Warrants
Issued as Consulting Fee – February, March and April 2013
On
each of February 4, 2013, March 4, 2013 and April 1, 2013, IET issued a warrant to purchase 250,000 shares of its common stock
(750,000 shares in aggregate) in connection with a consulting agreement with an unaffiliated third party for investor relations
services. The warrants are exercisable between $0.035 and $0.044 per share, have a term of three years and vested upon issuance.
As of December 31, 2015, all 750,000 shares of common stock underlying the warrants were available for purchase.
Warrants
Issued as Financing Fee – August 2013
On
August 2, 2013, IET issued a warrant to purchase 401,567 shares of its common stock in connection with a placement agent and advisory
services agreement. The warrant is exercisable at $0.0345 per share, has a term of five years and vested upon issuance. As of
December 31, 2015, all 401,567 shares of common stock underlying the warrant were available for purchase.
Warrant
Issued as Consulting Fee – June 2014
On
June 30, 2014, IET issued a warrant to purchase 500,000 shares of its common stock to an unaffiliated third party as payment of
consulting services. The warrant is exercisable at $0.06 per share, has a term of two years and vested upon issuance. As of December
31, 2015, all 500,000 shares of common stock underlying the warrant were available for purchase.
Warrant
Issued as Consulting Fee – December 2014
On
December 1, 2014, IET issued a warrant to purchase 120,000 shares of its common stock to an unaffiliated third party as payment
of consulting services. The warrant is exercisable at $0.08 per share, has a term of three years and vested upon issuance. As
of December 31, 2015, all 120,000 shares of common stock underlying the warrant were available for purchase.
Warrants
Issued as Financing Fee - February 2015
On
February 5, 2015, IET issued warrants to purchase in aggregate 1,450,303 shares of its common stock to two unaffiliated third
parties as partial consideration for services rendered to IET in connection with a financing. The warrants are exercisable at
either $0.06 or $0.066 per share, have a term of three years and vested upon issuance. As of December 31, 2015, all 1,450,303
shares of common stock underlying the warrants were available for purchase.
Warrant
Issued as Consulting Fee – December 2015
On
December 31, 2015, IET issued a warrant to purchase 515,875 shares of its common stock to an unaffiliated third party as payment
of consulting services. The warrant is exercisable at $0.04 per share, has a term of three years and vested upon issuance. As
of December 31, 2015, all 515,875 shares of common stock underlying the warrant were available for purchase.
Item 13.
Certain Relationships and Related Transactions and Director Independence
Certain
Relationships and Related Transactions
During
the year ended December 31, 2015, there was not a transaction or series of related transactions to which we were a participant
or are currently a participant that involved an amount in excess of $120,000 and in which a related party to IET had or will have
a direct or indirect material interest which would require disclosure under Item 404(a) of Regulation S-K.
Director
Independence
Paul
S. Clayson, Michael D. Donnell, Anthony Giordano, III, David N. Harry and Raymond C. Kubacki each qualify as independent directors
in accordance with NASDAQ’s definition of “independent director” and the rules and regulations of the SEC. Mr.
Clayson, Mr. Giordano and Mr. Kubacki serve on the audit committee; Mr. Donnell, Mr. Harry and Mr. Kubacki serve on the nominating
and corporate governance committee; and Mr. Clayson, Mr. Donnell and Mr. Giordano serve on the compensation committee and qualify
as independent directors for each committee in accordance with NASDAQ’s definition of “independent director”
and the rules and regulations of the SEC.
Item
14.
Principal Accountant Fees and
Services
Fees
Paid to the Independent Registered Public Accounting Firm
Audit
Fees
. IET was billed $29,250 by RBSM, LLP for audit fees relating to IET’s year ended December 31, 2015. IET was billed
$20,500 by RBSM, LLP and $9,750 by L.L. Bradford & Company, LLC for audit fees relating to IET’s year ended December
31, 2014. Audit fees consisted of fees for the audit of IET’s annual consolidated financial statements and reviews of quarterly
consolidated financial statements as well as services normally provided in connection with statutory and regulatory filings, including
filings with the SEC.
Audit
Related Fees
. IET did not incur any fees associated with audit-related services with RBSM, LLP or L.L. Bradford & Company,
LLC, or any other accounting firm, relating to the years ended December 31, 2015 and 2014.
Tax
Fees
. IET did not incur any fees associated with tax services with RBSM, LLP, or L.L. Bradford & Company related to the
years ended December 31, 2015 and 2014.
All
Other Fees
. IET did not incur any fees associated with non-audit services with RBSM, LLP, or L.L. Bradford & Company,
LLC relating to the years ended December 31, 2015 and 2014.
Audit
Committee Pre-Approval Policy of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
The
audit committee is responsible for appointing, setting compensation and overseeing the work of the independent registered public
accounting firm. In accordance with its charter, the audit committee approves, in advance, all audit and permissible non-audit
services to be performed by the independent registered public accounting firm. Such approval process ensures that the independent
registered public accounting firm does not provide any non-audit services to IET that are prohibited by law or regulation.
Notes
to the Consolidated Financial Statements
1.
Organization and Description of Business
Integrated
Environmental Technologies, Ltd. (the “Company”) was originally incorporated in Delaware on February 2, 1999 and is
currently a Nevada corporation. The Company is headquartered in Little River, South Carolina and operates its business through
its wholly-owned subsidiary, I.E.T., Inc., a Nevada corporation incorporated on January 11, 2002.
The
Company markets its products and equipment under the umbrella brand name EcoTreatments™. The Company produces a hypochlorous
acid-based solution, commonly known as anolyte, that it markets under the brand name Excelyte® as well as an anti-oxidizing,
mildly alkaline solution, commonly known as catholyte, that it markets under the brand name Catholyte Zero™. Excelyte®
and Catholyte Zero™ provide an environmentally friendly and effective alternative for cleaning, sanitizing and disinfecting
as compared to the hazardous chemicals traditionally prevalent in commercial use. The Company manufactures proprietary equipment,
which it markets under the brand name EcaFlo®, to produce Excelyte® and Catholyte Zero™ for distribution by the
Company and, under certain circumstances, such equipment is leased by the Company to customers for use at their facilities.
2.
Basis of Presentation
The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
The Company has incurred significant recurring operating losses and negative cash flows from operations. The Company had working
capital of $79,706 and an accumulated deficit of $24,779,587 as of December 31, 2015. The Company also has no lending relationships
with commercial banks and is dependent on the completion of financings involving the private placement of its securities in order
to continue operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
The
Company does not anticipate establishing any lending relationships with commercial banks in the foreseeable future due to its
unprofitable operations and limited assets. The Company continues to execute its strategy of selling Excelyte® and Catholyte
Zero™ to fund its operations and is focused on obtaining additional capital through the private placement of its securities.
The Company is pursuing potential equity and/or debt investors and, from time to time, has engaged placement agents to assist
it in this initiative. While the Company is pursuing the opportunities and actions described above, there can be no assurance
that it will be successful in its efforts. If the Company is unable to secure additional capital, it will explore other strategic
alternatives, including, but not limited to, the sale of the Company. Any additional equity financing may result in substantial
dilution to the Company’s stockholders.
3.
Summary of Significant Accounting Policies
Principles
of Consolidation
The
consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany
accounts and transactions have been eliminated in consolidation.
Use
of Estimates
The
preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United
States of America 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 reporting period.
Although
the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates
are recorded in the period in which they become known. The Company based its estimates on historical experience and various other
assumptions that it believes to be reasonable under the circumstances. Actual results may differ from management’s estimates
if past experience or other assumptions do not turn out to be substantially accurate. All of these estimates reflect management’s
best judgment about current economic and market conditions and their effects based on information available as of the date of
these consolidated financial statements. If such conditions persist longer or deteriorate further than expected, it is reasonably
possible that the judgments and estimates could change.
Concentration
of Credit Risk
The
Company has no significant off-balance sheet risk such as foreign exchange contracts, option contracts or other foreign hedging
arrangements. The Company’s financial instruments that are exposed to concentration of credit risks consist primarily of
cash. The Company maintains its cash in bank accounts which, at times, exceed federally-insured limits.
The
Company principally sells its products directly to commercial customers in the oil and gas industry and in several other industries.
The Company’s oil and gas customers are located in Utah, New Mexico and Texas and the Company’s other customers are
located in diversified geographical regions throughout the United States. During the year ended December 31, 2015, two customers
accounted for 53% and 14%, respectively, of revenues. During the year ended December 31, 2014, four customers accounted for 29%,
15%, 13% and 10%, respectively, of revenues. No other customer accounted for more than 10% of our revenues during the years ended
December 31, 2015 or 2014. The Company regularly evaluates the creditworthiness of its customers.
Accounts
Receivable
Accounts
receivable consist of trade receivables recorded at original invoice amount, less any allowance for doubtful accounts. The allowance
for doubtful accounts was $13,000 and $0, respectively, at December 31, 2015 and 2014. Trade credit is generally extended on a
short-term basis; thus trade receivables do not bear interest. Trade receivables are periodically evaluated for collectability
by considering a number of factors, including the length of time an invoice is past due, the customer’s creditworthiness
and historical bad debt experience. Changes in the estimated collectability of trade receivables are recorded in the results of
operations for the period in which the estimate is revised. Trade receivables that are deemed uncollectible are offset against
the allowance for doubtful accounts. The Company generally does not require collateral for trade receivables.
Inventory
Inventory
is recorded at the lower of cost or market using the first-in, first-out method. The Company determines its reserve for obsolete
inventory by considering a number of factors, including product shelf life, marketability, and obsolescence. The Company determines
the need to write down inventories by analyzing product expiration, market conditions, and salability of its products.
Property
and Equipment
Property
and equipment are recorded at cost less allowances for depreciation. The straight-line method of depreciation is used for all
property and equipment. Repair and maintenance costs are expensed as incurred. Equipment is depreciated over an estimated useful
life ranging from three to seven years. Leasehold improvements are depreciated over the shorter of the original term of the lease
or the estimated useful life of the improvement.
Fair
Value of Financial Instruments
The
carrying amounts of the Company’s financial instruments, which include cash, accounts receivable, other receivables, accounts
payable and accrued expenses, approximate their fair values due to their short maturities.
The
fair value of notes payable, convertible debentures and convertible promissory notes approximate fair value since each of these
investments are at market rates currently available to the Company.
Long-Lived
Assets
The
Company reviews its long-lived assets, which include property and equipment, for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable in accordance with Accounting Standards Codification (“ASC”)
360-10-35-15, “Property, Plant and Equipment-Impairment or Disposal of Long-Lived Assets.” Recoverability of these
assets is evaluated by comparing the carrying value of the assets to the undiscounted cash flows estimated to be generated by
the assets over their remaining economic life. If the undiscounted cash flows are not sufficient to recover the carrying value
of the assets, the assets are considered impaired. The impairment loss is measured by comparing the fair value of the assets to
their carrying value. Fair value is determined by either a quoted market price, if any, or a value determined by a discounted
cash flow technique. There were no material impairment charges related to the Company’s property and equipment during the
year ended December 31, 2015 or 2014.
Revenue
Recognition
Revenue
is recognized when persuasive evidence of an arrangement exists, title and risk of ownership have passed, the sales price is fixed
or determinable and collectability is probable. Generally, these criteria are met at the time the product is shipped. Provisions
for estimated returns, rebates and discounts are provided for at the time the related revenue is recognized. Freight revenue billed
to customers is included in sales and the related shipping expense is included in cost of sales. Service revenue is recognized
in the period the service is performed or ratably over the period of the related service contract.
Income
Taxes
The
Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires that the
Company recognize a current tax liability or asset for current taxes payable or refundable and a deferred tax liability or asset
for the estimated future tax effects of temporary differences and carry-forwards to the extent they are realizable. The Company
records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. While
the Company has considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need
for the valuation allowance, in the event the Company was to determine that it would be able to realize the deferred tax assets
in the future in excess of the net recorded amount, an adjustment to the deferred tax asset would increase income in the period
such determination was made. Likewise, deferred tax assets are reduced by a valuation allowance, when in the Company’s opinion,
it is more likely than not that some portion or all of the deferred tax asset will not be realized.
Research
and Development
The
Company expenses research and development costs as incurred.
Stock-Based
Compensation
The
Company accounts for stock-based payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC
718”). Stock-based payments to employees include issuances of stock, grants of stock options and issuance of warrants that
are recognized in the consolidated statement of operations based on their fair values at the date of grant or issuance.
The
Company accounts for stock-based payments to non-employees in accordance with ASC 718 and Topic 505-50, “Equity-Based Payments
to Non-Employees.” Stock-based payments to non-employees include issuances of stock, grants of stock options and issuances
of warrants that are recognized in the consolidated statement of operations based on the value of the vested portion of the award
over the requisite service period as measured at its then-current fair value as of each financial reporting date.
The
Company calculates the fair value of option grants and warrant issuances utilizing the Black-Scholes pricing model. The amount
of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately
expected to vest. ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to
employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only
the unvested portion of the surrendered stock option or warrant. The Company estimates forfeiture rates for all unvested awards
when calculating the expense for the period. In estimating the forfeiture rate, the Company monitors both stock option and warrant
exercises as well as employee termination patterns.
The
resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line
basis over the requisite service period of the award.
During
the years ended December 31, 2015 and 2014, the Company recorded stock-based compensation expense as follows:
|
|
Year Ended
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
General and administrative
|
|
$
|
311,877
|
|
|
$
|
61,712
|
|
Sales and marketing
|
|
|
141,121
|
|
|
|
15,498
|
|
Research and development
|
|
|
56,177
|
|
|
|
4,383
|
|
Total
|
|
$
|
509,175
|
|
|
$
|
81,593
|
|
For
the years ended December 31, 2015 and 2014, the Company recorded stock-based compensation expense related to shares of common
stock and stock options granted to employees and directors of $465,709 and $37,724, respectively. For the years ended December
31, 2015 and 2014, the Company recorded stock-based compensation expense related to common stock and warrants issued to non-employees
of $43,466 and $43,869, respectively.
Net
Loss Per Common Share
Basic
net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common
shares outstanding during the period. Diluted earnings per share reflect, in periods in which they have a dilutive effect, the
impact of common shares issuable upon exercise of stock options and warrants and conversion of convertible debt that are not deemed
to be anti-dilutive. The dilutive effect of the outstanding stock options and warrants is computed using the treasury stock method.
For
the year ended December 31, 2015, diluted net loss per share did not include the effect of 8,365,070 shares of common stock issuable
upon the exercise of outstanding stock options, 25,454,701 shares of common stock issuable upon the exercise of outstanding warrants
and 19,069,779 shares of common stock issuable upon the conversion of convertible debentures, as their effect would be anti-dilutive.
For
the year ended December 31, 2014, diluted net loss per share did not include the effect of 4,846,920 shares of common stock issuable
upon the exercise of outstanding stock options, 28,908,878 shares of common stock issuable upon the exercise of outstanding warrants
and 4,823,750 shares of common stock issuable upon the conversion of convertible debentures, as their effect would be anti-dilutive.
Recent
Accounting Pronouncements Applicable to the Company
The
Company does not believe there are any recently issued, but not yet effective, accounting standards that would have a significant
impact on the Company’s financial position or results of operations.
4.
Inventory
As
of December 31, 2015 and 2014, inventory consisted of parts and materials totaling $103,220 and $117,690, respectively.
5.
Other Receivable
Effective
January 1, 2013, the Company entered into a license agreement (the “License Agreement”) with a third party related
to the use by the third party of the Company’s United States Environmental Protection Agency (the “EPA”) registration
for its anolyte solution (the “Registration”). Pursuant to the License Agreement, the licensee agreed to indemnify
the Company for any costs or expenses incurred by the Company as it related to the licensee’s use of the Registration. During
August 2014, the Company was notified by the EPA that the licensee was not in compliance with the Registration. As a result of
the licensee’s actions, in February 2015, the Company, as the owner of the Registration, agreed to pay a penalty of $87,344
to the EPA. On March 5, 2015, the Company received $124,844 from the licensee as indemnification for the costs incurred by the
Company related to this matter, which consisted of the $87,344 penalty plus $37,500 of legal expenses the Company incurred ($23,856
incurred during the year ended December 31, 2014).
As
of December 31, 2014, the Company recorded a receivable due from the licensee in the amount of $111,200, representing the amount
reimbursed by the Licensor for the $87,344 penalty and the $23,856 of legal fees incurred by the Company as of December 31, 2014.
In addition, as of December 31, 2014, the Company recorded an accrued liability of $87,344 to account for the $87,344 penalty
(see Note 7).
6.
Property and Equipment
As
of December 31, 2015 and 2014, property and equipment, on a net basis, consisted of the following (see Note 4):
|
|
Year Ended
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
Leasehold improvements
|
|
$
|
328,977
|
|
|
$
|
328,977
|
|
Equipment
|
|
|
515,307
|
|
|
|
437,504
|
|
|
|
|
844,284
|
|
|
|
766,481
|
|
Less: Accumulated depreciation
|
|
|
(598,663
|
)
|
|
|
(507,013
|
)
|
|
|
$
|
245,621
|
|
|
$
|
259,468
|
|
7.
Accrued Expenses
As
of December 31, 2015 and December 31, 2014, accrued expenses consisted of the following:
|
|
Year Ended
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
Accrued compensation
|
|
$
|
116,455
|
|
|
$
|
253,305
|
|
Accrued penalty (see Note 5)
|
|
|
—
|
|
|
|
87,344
|
|
Accrued interest (see Note 9)
|
|
|
39,188
|
|
|
|
27,321
|
|
Accrued professional fees
|
|
|
22,000
|
|
|
|
22,000
|
|
Accrued other expenses
|
|
|
22,250
|
|
|
|
13,550
|
|
|
|
$
|
199,893
|
|
|
$
|
403,520
|
|
8. Customer
Deposits
Pursuant
to the terms of the License Agreement, the Company received a deposit of $2,000.
9. Convertible
Debentures
April
2007 Convertible Debenture
On
April 26, 2007, the Company issued a convertible debenture to an individual accredited investor in the principal amount of $25,000.
This convertible debenture matured on January 2, 2009 and remains unpaid and, as a result, such obligation can be placed in default
by the holder. The convertible debenture accrues interest at a rate of 12% per annum and is convertible at any time into shares
of the Company’s common stock at the option of the holder at a conversion price of $0.40 per share. An aggregate of 62,500
shares of the Company’s common stock can be issued upon the conversion of the outstanding principal amount due on this convertible
debenture at the current conversion price of $0.40 per share.
For
each of the years ended December 31, 2015 and 2014, the Company recorded a total of $3,000 of interest expense related to this
convertible debenture. As of December 31, 2015 and 2014, the outstanding principal on this convertible debenture was $25,000 and
the accrued and unpaid interest was $16,441 and $13,441, respectively, which is included as a component of accrued expenses (see
Note 7).
Zanett
Convertible Debentures
On
August 21, 2012, the Company issued to Zanett Opportunity Fund, Ltd. an 8% convertible debenture in the amount of $476,125 (the
“Zanett August 2012 Debenture”). The Zanett August 2012 Debenture has a three-year term that matured on August 21,
2015. The Company has not made payment on the outstanding balance due on the Zanett August 2012 Debenture and, as a result, such
obligation can be placed in default by the holder.
The
Zanett August 2012 Debenture bears interest at a rate of 8% per annum. Interest is payable in annual installments in cash or,
at the option of the Company, in shares of the Company’s common stock. If the Company elects to pay the interest in shares
of its common stock, the number of shares issued as payment will be equal to the quotient of the unpaid interest divided by the
market price of the Company’s common stock, as defined in the Zanett August 2012 Debenture.
The
entire principal amount of the Zanett August 2012 Debenture is convertible at any time into shares of the Company’s common
stock at the option of the holder at a conversion price of $0.10 per share. In addition, at the option of the Company, the entire
principal amount of the Zanett August 2012 Debenture is convertible into shares of the Company’s common stock at $0.10 per
share upon the occurrence of the merger or acquisition of the Company or if the average closing price of the Company’s common
stock for any period of ten consecutive trading days is greater than or equal to $0.15 per share. The quoted market price of the
Company’s common stock on August 21, 2012 was $0.05 per share. An aggregate of 4,761,250 shares of the Company’s common
stock can be issued upon the conversion of the outstanding principal amount due on the Zanett August 2012 Debenture at the current
conversion price of $0.10 per share.
On
October 10, 2014, the Company issued 437,816 shares of the Company’s common stock to Zanett as payment of $38,090 of accrued
interest due on the Zanett August 2012 Debenture for the period commencing August 21, 2013 through August 20, 2014. The number
of shares of the Company’s common stock issued as payment of the accrued interest was calculated based on the market price
of the Company’s common stock ($0.087 per share) as defined in the Zanett August 2012 Debenture.
On
December 31, 2015, the Company issued 1,190,313 shares of the Company’s common stock to Zanett as payment of $38,090 of
accrued interest due on the Zanett August 2012 Debenture for the period commencing August 21, 2014 through August 20, 2015. The
number of shares of the Company’s common stock issued as payment of the accrued interest was calculated based on the market
price of the Company’s common stock ($0.032 per share) as defined in the Zanett August 2012 Debenture.
For
each of the years ended December 31, 2015 and 2014, the Company recorded $38,090 of interest expense related to the Zanett August
2012 Debenture. As of December 31, 2015 and 2014, the outstanding principal on the Zanett August 2012 Debenture was $476,125,
which was recorded as a component of current convertible debentures, and the accrued and unpaid interest was $13,880, which was
recorded as a component of accrued expenses (see Note 7).
November
and December 2015 Convertible Debentures and Warrants
On
November 11, 2015, December 3, 2015 and December 18, 2015, the Company issued 12% convertible debentures (the “2015 Debentures”)
in the aggregate principal amount of $997,222 to five institutional investors and three individual investors. In connection with
the issuance of the 2015 Debentures, the Company issued warrants (the “2015 Debenture Warrants”) to purchase an aggregate
of 7,123,014 shares of its common stock. The gross proceeds received in connection with these private placements were $897,500.
The
2015 Debentures mature on the date that is two years from the issuance date, bear interest at a rate of 12% per annum and contain
an original issue discount of 10% of the principal amount ($99,722 in aggregate). Interest is payable in annual installments in
cash or, at the option of the Company, in shares of the Company’s common stock. If the Company elects to pay the interest
in shares of its common stock, the number of shares issued as payment will be equal to the quotient of the unpaid interest divided
by the market price of the Company’s common stock, as defined in the 2015 Debentures.
The
entire principal amount of each of the 2015 Debentures is convertible at any time into shares of the Company’s common stock
at the option of the respective debenture holder at a conversion price of $0.07 per share. In addition, at the option of the Company,
the entire principal amount of each of the 2015 Debentures is convertible into shares of the Company’s common stock at $0.07
per share upon the occurrence of a change of control, as defined in the 2015 Debentures, or if the average closing price of the
Company’s common stock for any period of twenty consecutive trading days is greater than or equal to $0.30 per share. Finally,
the entire principal amount of each of the 2015 Debentures automatically converts into shares of the Company’s common stock
upon the Company completing a Qualified Financing (as defined in the 2015 Debentures), at a conversion price per share equal to
the lesser of: (i) 80% of the per share price paid by the purchasers of the Company’s common stock in the Qualified Financing;
or (ii) $0.07. The quoted per share market price of the Company’s common stock on November 11, 2015, December 3, 2015 and
December 18, 2015 was $0.064, $0.05 and $0.04, respectively. An aggregate of 14,246,029 shares of the Company’s common stock
can be issued pursuant to the 2015 Debentures at the current conversion price of $0.07 per share.
The
2015 Debenture Warrants have a three-year term and provide the holders the right to purchase an aggregate of 7,123,014 shares
of the Company’s common stock at $0.10 per share. All of the shares of the Company’s common stock underlying the 2015
Debenture Warrants are fully vested. The exercise price of the 2015 Debenture Warrants is subject to adjustment for stock dividends,
stock splits, or similar events.
The
Company separately accounted for the liability and equity components of the 2015 Debentures based upon the relative fair value
of the liability and equity components on the respective dates of issuance. As a result, the Company recorded a discount of $117,708
for the 2015 Debentures to account for the relative fair value attributable to the 2015 Debenture Warrants, which is being accreted
as interest expense using the effective interest method over the respective two-year terms of each of the 2015 Debentures. In
addition, the $99,722 original issue discount is also being accreted as interest expense using the effective interest method over
the respective two-year terms of each of the 2015 Debentures.
For
the year ended December 31, 2015, the Company recorded a total of $17,575 ($8,708 accreted) of interest expense related to the
2015 Debentures. As of December 31, 2015, $8,867 of interest due on the 2015 Debentures was accrued and was recorded as a component
of accrued expenses (see Note 7). As of December 31, 2015, the unamortized discount on the 2015 Debentures related to the fair
value of the 2015 Debenture Warrants was $112,694, the unamortized discount on the 2015 Debentures related to the original issue
discount was $96,027 and the net carrying value of the 2015 Debentures was $788,501, which was recorded as a component of non-current
convertible debentures.
10.
Note Payable
On
June 17, 2013, the Company issued a promissory note (the “Benchmark Note”) with a principal balance of $152,000 to
Benchmark Performance Group, Inc. (“Benchmark”) related to the purchase of nineteen EcaFlo® machines owned by
Benchmark as well as the rights to the Excelyte® trademark and certain other intangible assets. The Benchmark Note incurred
interest at a rate of 7% per annum and required the Company to make twenty-four monthly payments of $6,805 commencing August 1,
2013. As of December 31, 2015, the entire principal balance due on the Benchmark Note was paid in full by the Company.
For
the years ended December 31, 2015 and 2014, the Company recorded $1,092 and $6,152, respectively, of interest expense related
to the Benchmark Note. As of December 31, 2015 and 2014, the outstanding principal on the Benchmark Note was $0 and $46,546, respectively.
11.
Income Taxes
The
difference between the statutory federal income tax rate on the Company’s pre-tax loss and the Company’s effective
income tax rate is summarized as follows:
|
|
Years
Ended
|
|
|
|
December 31, 2015
|
|
|
December
31, 2014
|
|
|
|
Amount
|
|
|
Percent
|
|
|
Amount
|
|
|
Percent
|
|
Income tax provision at federal statutory rate
|
|
$
|
(1,042,021
|
)
|
|
|
34
|
%
|
|
$
|
(759,617
|
)
|
|
|
34
|
%
|
Effect of state taxes, net of federal benefit
|
|
|
(91,943
|
)
|
|
|
3
|
|
|
|
(67,025
|
)
|
|
|
3
|
|
Change in valuation allowance
|
|
|
1,130,125
|
|
|
|
(36
|
)
|
|
|
793,408
|
|
|
|
(36
|
)
|
Other
|
|
|
3,839
|
|
|
|
(1
|
)
|
|
|
(33,234
|
)
|
|
|
(1
|
)
|
|
|
$
|
—
|
|
|
|
-%
|
|
|
$
|
—
|
|
|
|
-%
|
|
Significant
components of the Company’s deferred tax assets as of December 31, 2015 and 2014 are shown below. In determining whether
the deferred tax assets will be realized, the Company considers numerous factors, including historical profitability, estimated
future taxable income and the industry in which it operates. As of December 31, 2015 and 2014, a valuation allowance was recorded
to fully offset the net deferred tax asset, as it was determined by management that the realization of the deferred tax asset
was not likely to occur in the foreseeable future. The valuation allowance increased $1,130,125 during the year ended December
31, 2015, attributable primarily to Company’s continuing operating losses for the year ended December 31, 2015 and the Company’s
belief that its remaining net operating losses would not be realized.
The
tax effects of temporary differences and net operating loss carry-forwards that give rise to deferred taxes consist of the following:
|
|
Years Ended
December 31,
|
|
|
|
2015
|
|
|
2014
|
|
Net operating loss
|
|
$
|
8,557,123
|
|
|
$
|
7,471,805
|
|
Depreciation and amortization
|
|
|
67,671
|
|
|
|
65,820
|
|
Stock based compensation
|
|
|
367,100
|
|
|
|
328,993
|
|
Provision for doubtful accounts
|
|
|
4,849
|
|
|
|
—
|
|
Total gross deferred tax assets
|
|
|
8,996,743
|
|
|
|
7,866,618
|
|
Valuation allowance
|
|
|
(8,996,743
|
)
|
|
|
(7,866,618
|
)
|
Net deferred tax assets
|
|
$
|
—
|
|
|
$
|
—
|
|
As of December 31, 2015, the Company had federal
and state operating losses of approximately $23,009,323. Both the federal and state operating losses begin to expire in the years
2021 through 2035.
Utilization of the net operating loss carry-forwards
may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code
of 1986, as amended (the “Internal Revenue Code”), and similar state provisions. The Company has not performed a detailed
analysis to determine whether an ownership change under Section 382 of the Internal Revenue Code occurred. The effect of an ownership
change would be the imposition of an annual limitation on the use of net operating loss carry-forwards attributable to periods
before the change.
The Company’s federal and state tax positions
are evaluated based on whether it is more likely than not that a tax position will be sustained upon examination. The Company has
identified no federal or state tax positions taken that it would consider to be a material uncertain tax position.
The Company’s 2012, 2013 and 2014 federal
and state income tax returns are open for examination by the applicable governmental authorities.
12. Stockholders’ Deficiency
Common Stock
On February 25, 2014, the Company issued an
aggregate of 206,250 shares of its common stock, at a per share price of $0.08, as payment of $16,500 of director fees due certain
members of the Company’s board of directors for services rendered for the period commencing September 1, 2013 through December
31, 2013. The quoted market price of the Company’s common stock on the date the issuance was approved by the Company’s
board of directors was $0.08 per share.
On March 14, 2014, the Company issued 250,000
shares of common stock to a non-affiliated third party as payment for marketing services. The total expense associated with the
issuance of these shares was $20,000, representing the fair market value of the shares on the date of issuance ($0.08 per share).
On July 31, 2014, the Company issued an aggregate
of 286,364 shares of its common stock, at a per share price of $0.055, as settlement of $15,750 of director fees due certain members
of the Company’s board of directors for services rendered for the period commencing January 1, 2014 through June 30, 2014.
The quoted market price of the Company’s common stock on July 1, 2014, the date the issuance was approved by the Company’s
board of directors, was $0.051 per share.
On October 10, 2014, the Company issued 437,816
shares of the Company’s common stock to Zanett as payment of $38,090 of accrued interest due on the Zanett August 2012 Debenture
for the period commencing August 21, 2013 through August 20, 2014 (see Note 9).
For the year ended December 31, 2014, the Company
sold an aggregate of 20,973,693 shares of its common stock for an aggregate purchase price of $1,093,690 (weighted average per
share price of $0.052). The Company paid an aggregate of $47,694 of offering costs in cash and issued 758,711 shares of common
stock to non-affiliated third parties as payment of $44,252 of offering costs related to these sales of common stock.
For the year ended December 31, 2014, the Company
issued an aggregate of 294,014 shares of common stock as payment of $20,875 of accounts payable due non-affiliated third parties
for investor relations services. The common stock was issued at per share prices equal to the Company’s quoted market price
on the dates the issuances were either authorized by the Company’s board of directors or occurred (weighted average per share
price of $0.071).
On February 9, 2015, the Company sold an aggregate
of 44,075,758 shares of its common stock for an aggregate purchase price of $1,960,000 (weighted average per share price of $0.061).
The Company paid an aggregate of $46,050 of offering costs in cash and issued 1,055,303 shares of common stock to non-affiliated
third parties as payment of $56,000 of offering costs related to these sales of common stock.
On March 25, 2015, the Company
issued an aggregate of 5,683,000 shares of common stock as stock-based compensation to its executive officers as follows: David
R. LaVance, President and Chief Executive Officer – 3,613,250 shares; and Thomas S. Gifford, Executive Vice President and
Chief Financial Officer – 2,069,750 shares. The total stock-based compensation expense associated with the issuance of these
shares of common stock was $374,510 (per share price of $0.0659).
On April 3, 2015, the Company issued an aggregate
of 171,428 shares of its common stock, at a per share price of $0.07, as payment of $12,000 of director fees due certain members
of the Company’s board of directors for services rendered for the period commencing July 1, 2014 through December 31, 2014.
The quoted market price of the Company’s common stock on April 3, 2015, the date the issuance was approved by the Company’s
board of directors, was $0.07 per share.
On December 31, 2015, the Company issued an
aggregate 1,925,000 shares of common stock to three non-affiliated third parties as payment of $77,000 of accounts payable related
to services rendered to IET and issued 812,500 shares of common stock to a non-affiliated third party as payment of $32,500 of
consulting services related to corporate development. The common stock was issued at the per share price equal to the Company’s
quoted market price on the date of issuance ($0.04).
On December 31, 2015, the Company issued an
aggregate of 1,812,500 shares of common stock as payment of $72,500 of director fees due certain members of the Company’s
board of directors for services rendered for the period commencing January 1, 2015 through December 31, 2015 and issued an aggregate
of 1,500,000 shares of common stock to our executive officers as payment of an aggregate of $60,000 of out-of-pocket expenses incurred
by the executive officers on behalf of IET. The common stock was issued at the per share price equal to the Company’s quoted
market price on the date of issuance ($0.04).
On December 31, 2015, the Company issued 1,190,313
shares of the Company’s common stock to Zanett as payment of $38,090 of accrued interest due on the Zanett August 2012 Debenture
for the period commencing August 21, 2014 through August 20, 2015 (see Note 9).
Stock Options
The Company currently has two stock option/stock
compensation plans in place: the 2010 Stock Incentive Plan and the 2012 Equity Incentive Plan (collectively, the “Equity
Incentive Plans”). The 2010 Stock Incentive Plan was approved by the stockholders in September 2010. The Company had reserved
for issuance an aggregate of 10,000,000 shares of common stock under the 2010 Stock Incentive Plan. As of December 31, 2015, stock
options to purchase 3,846,920 shares of the Company’s common stock were outstanding under the 2010 Stock Incentive Plan and
90,500 shares of the Company’s common stock had been issued under the 2010 Stock Incentive Plan. As a result of the adoption
of the Company’s 2012 Equity Incentive Plan, no further awards are permitted under the 2010 Stock Incentive Plan.
The 2012 Equity Incentive Plan was approved
by the stockholders in May 2012. The 2012 Equity Incentive Plan is designed to encourage and enable employees and directors of
the Company to acquire or increase their holdings of common stock and other proprietary interests in the Company. The 2012 Equity
Incentive Plan is intended to promote these individuals’ interests in the Company, thereby enhancing the efficiency, soundness,
profitability, growth and stockholder value of the Company. The 2012 Equity Incentive Plan provides for grants and/or awards in
the form of incentive and non-qualified stock option grants, stock appreciation rights, restricted stock awards, performance share
awards, phantom stock awards and dividend equivalent awards.
The original aggregate number of shares of
common stock which could be awarded under the 2012 Equity Incentive Plan was 14,000,000 shares, subject to adjustment as provided
in the 2012 Equity Incentive Plan. Effective February 25, 2015, as permitted under the 2012 Equity Incentive Plan, the Company’s
board of directors increased the number of shares of common stock that could be awarded under the 2012 Equity Incentive Plan to
25,300,975 shares. As of December 31, 2015, options to purchase 4,518,150 shares of the Company’s common stock were outstanding
under the 2012 Equity Incentive Plan and up to 20,782,825 shares of the Company’s common stock were available for awards
under the 2012 Equity Incentive Plan. Effective January 29, 2016, as permitted under the 2012 Equity Incentive Plan, the Company’s
board of directors increased the number of shares of common stock that could be awarded under the 2012 Equity Incentive Plan to
31,140,458 shares.
Common stock grants and stock option awards
under the Equity Incentive Plans were granted or issued at prices as determined by the Company’s compensation committee,
but such prices were not less than the fair market value of the Company’s common stock on the date of grant or issuance.
Stock options granted and outstanding to date consist of both incentive stock options and non-qualified stock options.
A summary of stock option transactions under
the Equity Incentive Plans during the years ended December 31, 2015 and 2014 is set forth below:
|
|
Stock
Option
Shares
|
|
|
Weighted
Average
Exercise
Price Per
Common
Share
|
|
|
Aggregate
Intrinsic
Value
|
|
Outstanding at December 31, 2013
|
|
|
4,980,254
|
|
|
$
|
0.18
|
|
|
$
|
55,605
|
|
Granted during the period
|
|
|
1,000,000
|
|
|
|
0.09
|
|
|
|
|
|
Exercised during the period
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
Terminated during the period
|
|
|
(1,133,334
|
)
|
|
$
|
0.24
|
|
|
|
|
|
Outstanding at December 31, 2014
|
|
|
4,846,920
|
|
|
$
|
0.15
|
|
|
$
|
-
|
|
Granted during the period
|
|
|
4,518,150
|
|
|
|
0.06
|
|
|
|
|
|
Exercised during the period
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
Terminated during the period
|
|
|
(1,000,000
|
)
|
|
$
|
0.09
|
|
|
|
|
|
Outstanding at December 31, 2015
|
|
|
8,365,070
|
|
|
$
|
0.11
|
|
|
$
|
-
|
|
Exercisable at December 31, 2015
|
|
|
6,002,570
|
|
|
$
|
0.13
|
|
|
$
|
-
|
|
Exercisable at December 31, 2014
|
|
|
3,846,920
|
|
|
$
|
0.16
|
|
|
$
|
-
|
|
The aggregate fair value of stock options granted
during the year ended December 31, 2015 and 2014 was $152,439 and $57,035, respectively, and was calculated using the Black-Scholes
pricing model with the following weighted average assumptions:
|
|
Year
Ended
|
|
|
|
December
31, 2015
|
|
|
December
31, 2014
|
|
|
|
|
|
|
|
|
Exercise price
|
|
|
$0.04 - $0.08
|
|
|
$
|
0.09
|
|
Issue date stock price
|
|
|
$0.04 - $0.08
|
|
|
$
|
0.09
|
|
Expected volatility
|
|
|
128% - 138
|
%
|
|
|
139
|
%
|
Risk-free interest rates
|
|
|
1.26% - 2.36
|
%
|
|
|
2.39
|
%
|
Risk of forfeiture
|
|
|
35
|
%
|
|
|
35
|
%
|
Expected life (in years)
|
|
|
5-10
|
|
|
|
10
|
|
Dividend yield
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
The risk-free interest rate is based on a treasury
instrument, the term of which is consistent with the expected life of the stock options at the date of grant. In projecting expected
stock price volatility, the Company used historical stock price volatility of its common stock which the Company believes is representative
of future volatility. The Company estimated the expected life of stock options based on historical experience using employee exercise
and option expiration data.
Information with respect to outstanding stock
options and stock options exercisable as of December 31, 2015 that were granted to employees, directors and service providers is
as follows:
|
|
|
Stock
Options Outstanding
|
|
|
Stock
Options Exercisable
|
|
Exercise
Price
|
|
|
Number
of
Shares
Available
Under
Outstanding
Stock
Options
|
|
|
Weighted
Average
Exercise
Price Per
Common
Share
|
|
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
|
|
Number
of
Shares
Available
for
Purchase
Under
Outstanding
Stock
Options
|
|
|
Weighted
Average
Exercise
Price Per
Common
Share
|
|
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
|
$
|
0.04
|
|
|
|
2,000,000
|
|
|
$
|
0.04
|
|
|
|
9.6
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
$
|
0.07
|
|
|
|
2,068,150
|
|
|
$
|
0.07
|
|
|
|
4.3
|
|
|
|
2,068,150
|
|
|
$
|
0.07
|
|
|
|
4.3
|
|
$
|
0.08
|
|
|
|
450,000
|
|
|
$
|
0.08
|
|
|
|
9.2
|
|
|
|
87,500
|
|
|
$
|
0.08
|
|
|
|
9.2
|
|
$
|
0.10
|
|
|
|
2,180,253
|
|
|
$
|
0.10
|
|
|
|
3.2
|
|
|
|
2,180,253
|
|
|
$
|
0.10
|
|
|
|
3.2
|
|
$
|
0.20
|
|
|
|
833,333
|
|
|
$
|
0.20
|
|
|
|
6.3
|
|
|
|
833,333
|
|
|
$
|
0.20
|
|
|
|
6.3
|
|
$
|
0.30
|
|
|
|
833,334
|
|
|
$
|
0.30
|
|
|
|
6.3
|
|
|
|
833,334
|
|
|
$
|
0.30
|
|
|
|
6.3
|
|
|
|
|
|
|
8,365,070
|
|
|
$
|
0.11
|
|
|
|
5.9
|
|
|
|
6,002,570
|
|
|
$
|
0.13
|
|
|
|
4.5
|
|
A summary of the non-vested shares subject
to options granted under the Equity Incentive Plans as of December 31, 2015 and 2014 is as follows:
|
|
Stock
Option
Shares
|
|
|
Weighted
Average
Grant Date
Fair Value
Per Share
|
|
Non-vested at December 31, 2013
|
|
|
1,666,668
|
|
|
$
|
0.05
|
|
Granted during the period
|
|
|
1,000,000
|
|
|
$
|
0.09
|
|
Vested during the period
|
|
|
(833,334
|
)
|
|
$
|
0.05
|
|
Terminated during the period
|
|
|
(833,334
|
)
|
|
$
|
0.05
|
|
Non-vested at December 31, 2014
|
|
|
1,000,000
|
|
|
$
|
0.09
|
|
Granted during the period
|
|
|
4,518,150
|
|
|
$
|
0.06
|
|
Vested during the period
|
|
|
(2,155,650
|
)
|
|
$
|
0.07
|
|
Terminated during the period
|
|
|
(1,000,000
|
)
|
|
$
|
0.09
|
|
Non-vested at December 31, 2015
|
|
|
2,362,500
|
|
|
$
|
0.05
|
|
As of December 31, 2015, there was $65,628
of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Equity Incentive
Plans. That cost is expected to be recognized over a weighted average period of thirty-nine months.
Warrants to Purchase Common Stock
A summary of warrant transactions
during the years ended December 31, 2015 and 2014 is as follows:
|
|
Warrant
Shares
|
|
|
Weighted
Average
Exercise
Price Per
Common
Share
|
|
|
Aggregate
Intrinsic
Value
|
|
Outstanding at December 31, 2013
|
|
|
36,844,565
|
|
|
$
|
0.12
|
|
|
$
|
95,584
|
|
Issued during the period
|
|
|
620,000
|
|
|
$
|
0.06
|
|
|
|
|
|
Exercised during the period
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
Terminated during the period
|
|
|
(8,555,687
|
)
|
|
$
|
0.16
|
|
|
|
|
|
Outstanding at December 31, 2014
|
|
|
28,908,878
|
|
|
$
|
0.12
|
|
|
$
|
42,006
|
|
Issued during the period
|
|
|
12,877,073
|
|
|
$
|
0.08
|
|
|
|
|
|
Exercised during the period
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
Terminated during the period
|
|
|
(16,331,250
|
)
|
|
$
|
0.15
|
|
|
|
|
|
Outstanding at December 31, 2015
|
|
|
25,454,701
|
|
|
$
|
0.08
|
|
|
$
|
3,459
|
|
Exercisable at December 31, 2015
|
|
|
25,454,701
|
|
|
$
|
0.08
|
|
|
$
|
3,459
|
|
Exercisable at December 31, 2014
|
|
|
28,908,878
|
|
|
$
|
0.12
|
|
|
$
|
42,006
|
|
Warrants issued by the Company contain exercise
prices as determined by the Company’s board of directors, but such exercise prices were generally not less than the fair
market value of the Company’s common stock on the date of issuance. Warrants issued may vest over a period of up to three
years and have a maximum term of ten years from the date of issuance.
The aggregate fair value of the warrants issued
during the years ended December 31, 2015 and 2014 was $316,972 and $15,318, respectively, and was calculated using the Black-Scholes
pricing model with the following weighted average assumptions:
|
|
Year
Ended
|
|
|
|
December
31, 2015
|
|
|
December
31, 2014
|
|
|
|
|
|
|
|
|
Exercise price
|
|
|
$0.04 - $0.10
|
|
|
|
$0.06 - $0.08
|
|
Issue date stock price
|
|
|
$0.04 - $0.07
|
|
|
|
$0.055 - $0.07
|
|
Expected volatility
|
|
|
119% - 153
|
%
|
|
|
134% - 140
|
%
|
Risk-free interest rates
|
|
|
0.87% - 1.33
|
%
|
|
|
0.47% - 0.49
|
%
|
Risk of forfeiture
|
|
|
35
|
%
|
|
|
35
|
%
|
Expected life (in years)
|
|
|
3.0
|
|
|
|
2.0 - 2.4
|
|
Dividend yield
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
The risk-free interest rate is based on a treasury
instrument, the term of which is consistent with the expected life of the warrants. In projecting expected stock price volatility,
the Company used historical stock price volatility of its common stock which the Company believes is representative of future volatility.
The Company estimated the expected life of warrants based on historical experience using warrant exercise and warrant expiration
data.
Information with respect to outstanding warrants
and warrants exercisable at December 31, 2015 is as follows:
|
|
|
Warrants
Outstanding
|
|
|
Warrants
Exercisable
|
|
Range
of
Exercise
Prices
|
|
|
Number
of
Shares
Available
Under
Outstanding
Warrants
|
|
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
|
|
Weighted
Average
Exercise
Price Per
Common
Share
|
|
|
Number
of
Shares
Available
for
Purchase
Under
Outstanding
Warrants
|
|
|
Weighted
Average
Remaining
Contractual
Life (Years)
|
|
|
Weighted
Average
Exercise
Price Per
Common
Share
|
|
$
|
0.03 - 0.04
|
|
|
|
1,667,442
|
|
|
|
1.6
|
|
|
$
|
0.04
|
|
|
|
1,667,442
|
|
|
|
1.6
|
|
|
$
|
0.04
|
|
$
|
0.06 - 0.07
|
|
|
|
10,344,244
|
|
|
|
3.4
|
|
|
$
|
0.07
|
|
|
|
10,344,244
|
|
|
|
3.4
|
|
|
$
|
0.07
|
|
$
|
0.08 - 0.10
|
|
|
|
13,443,015
|
|
|
|
4.1
|
|
|
$
|
0.10
|
|
|
|
13,443,015
|
|
|
|
4.1
|
|
|
$
|
0.10
|
|
|
|
|
|
|
25,454,701
|
|
|
|
3.6
|
|
|
$
|
0.08
|
|
|
|
25,454,701
|
|
|
|
3.6
|
|
|
$
|
0.08
|
|
As of December 31, 2015, there were no non-vested
shares subject to warrants and no unrecognized compensation cost related to warrants.
13. Related-Party Transactions
During the years ended December 31, 2015 and
2014, there was not a transaction or series of related transactions to which the Company was a participant or is currently a participant
that involved an amount in excess of $120,000 and in which a related party to the Company had or will have a direct or indirect
material interest.
14. Commitments and Contingencies
Operating Leases
The Company conducts its operations in leased
facilities under operating lease agreements that expire through fiscal year 2018. Each of the Company’s lease agreements
require the Company to maintain the facilities during the term of the lease and to pay all utilities and other costs associated
with those facilities, with certain exceptions. In each of the Company’s lease agreements the Company is not responsible
for the payment of property taxes or property insurance, but is required to insure the contents of each facility. These lease agreements
contain customary representations and warranties of the Company and subject the Company to certain financial covenants and indemnities.
In the event the Company defaults on a lease, typically the landlord may terminate the lease, accelerate payments and collect liquidated
damages. As of December 31, 2015, the Company was not in default on any covenants contained in its lease agreements. Certain of
the Company’s lease agreements provide for renewal options. Such renewal options are at rates similar to the current rates
under the lease agreements.
Future minimum lease payments under all of
the Company’s operating leases at December 31, 2015 are as follows:
Year
Ending
December 31,
|
|
|
Amount
|
|
|
|
|
|
|
2016
|
|
$
|
212,900
|
|
2017
|
|
|
192,000
|
|
2018
|
|
|
37,850
|
|
|
|
$
|
442,750
|
|
Rent expense for these locations for the years
ended December 31, 2015 and 2014 was $150,050 and $59,046, respectively.
Litigation with Former Executive Vice President
- Operations
On June 17, 2014, a civil complaint was filed
against the Company and one of its directors, E. Wayne Kinsey, III, in the Court of Common Pleas, County of Horry, State of South
Carolina, by Marion Sofield, the Company’s former Executive Vice President - Operations. In her complaint, Ms. Sofield alleged
breach of contract and fraud/fraudulent inducement by the Company against her with regard to her employment agreement and the termination
of her employment. Ms. Sofield also alleged the Company and Mr. Kinsey engaged in a civil conspiracy and unfair trade practices
and that Mr. Kinsey engaged in tortious interference. Ms. Sofield claimed that she was owed additional compensation under her terminated
employment agreement, and was seeking the recovery of such compensation as well as attorney’s fees and punitive damages.
On August 14, 2015, the Company, Mr. Kinsey
and Ms. Sofield entered into a Settlement and Release Agreement with respect to this action pursuant to which the Company, Mr.
Kinsey and Ms. Sofield agreed to unconditional mutual releases regarding, among other things, all of the claims made by Ms. Sofield
in the civil complaint. The Company made no payment in connection with this settlement.