UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q


þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended September 30, 2017


OR


o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from ________________ to ________________


Commission file number 0-52993


GelTech Solutions, Inc.

(Exact name of registrant as specified in its charter)


Delaware

  

56-2600575

(State or other jurisdiction of

  

(I.R.S. Employer

incorporation or organization)

  

Identification No.)

  

  

  

1460 Park Lane South, Suite 1, Jupiter, Florida

  

33458

(Address of principal executive offices)

  

(Zip Code)

 

Registrant’s telephone number, including area code: (561) 427-6144


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes   þ      No   o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes   þ      No   o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer    ¨

Accelerated filer    ¨

Non-accelerated filer      ¨

Smaller reporting company   þ

(Do not check if a smaller reporting company)

Emerging growth company   ¨


If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   o      No   þ


Class

  

Outstanding at November 8, 2017

Common Stock, $0.001 par value per share

  

71,393,458 shares

 

  




 



Table of Contents

 

 

PART I FINANCIAL INFORMATION

 

                             

 

                             

ITEM 1.

CONSOLIDATED FINANCIAL STATEMENTS.

1

 

 

 

 

Consolidated Balance Sheets as of September 30, 2017 (Unaudited) and December 31, 2016

1

 

 

 

 

Consolidated Statements of Operations for the three and nine months ended September 30, 2017 and 2016 (Unaudited)

2

 

 

 

 

Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016 (Unaudited)

3

 

 

 

 

Condensed Notes to Consolidated Financial Statements (Unaudited)

5

 

 

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

13

 

 

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

19

 

 

 

ITEM 4.

CONTROLS AND PROCEDURES.

19

 

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

ITEM 1.

LEGAL PROCEEDINGS.

20

 

 

 

ITEM 1A.

RISK FACTORS.

20

 

 

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

20

 

 

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

20

 

 

 

ITEM 4.

MINE SAFETY DISCLOSURES.

20

 

 

 

ITEM 5.

OTHER INFORMATION.

20

 

 

 

ITEM 6.

EXHIBITS.

20

 

 

 

SIGNATURES

 

21

 



  





 


 

PART I – FINANCIAL INFORMATION

 

ITEM 1. 

CONSOLIDATED FINANCIAL STATEMENTS.

 

GELTECH SOLUTIONS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


 

 

As of

September 30,

 

 

As of

December 31,

 

 

 

2017

 

 

2016

 

 

 

(Unaudited)

 

 

 

 

ASSETS

  

                        

   

  

                        

 

 

 

 

 

 

 

 

Cash

 

$

57,409

 

 

$

151,184

 

Accounts receivable trade, net

 

 

279,086

 

 

 

108,659

 

Inventories

 

 

1,393,705

 

 

 

1,662,429

 

Prepaid expenses and other current assets

 

 

125,038

 

 

 

109,801

 

Total current assets

 

 

1,855,238

 

 

 

2,032,073

 

 

 

 

 

 

 

 

 

 

Furniture, fixtures and equipment, net

 

 

202,274

 

 

 

253,294

 

Inventory not expected to be realized within one year

 

 

479,486

 

 

 

 

Deposits

 

 

16,086

 

 

 

16,086

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

2,553,084

 

 

$

2,301,453

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

254,033

 

 

$

141,794

 

Accrued expenses

 

 

476,177

 

 

 

521,781

 

Settlement accrual

 

 

 

 

 

26,789

 

Deferred revenue

 

 

8,250

 

 

 

6,667

 

Insurance premium finance contract

 

 

53,269

 

 

 

51,957

 

Total current liabilities

 

 

791,729

 

 

 

748,988

 

Convertible notes - related party, net of discounts

 

 

966,600

 

 

 

2,956,407

 

Convertible line of credit – related party, net of discounts

 

 

5,280,980

 

 

 

4,959,674

 

Total liabilities

 

 

7,039,309

 

 

 

8,665,069

 

 

 

 

 

 

 

 

 

 

Commitments (Note 6)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ deficit

 

 

 

 

 

 

 

 

Preferred stock: $0.001 par value; 5,000,000 shares authorized; no shares issued and outstanding

 

 

 

 

 

 

Common stock: $0.001 par value; 150,000,000 shares authorized; 70,520,807 and 53,605,180 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively.

 

 

70,521

 

 

 

53,605

 

Additional paid in capital

 

 

46,465,773

 

 

 

41,540,705

 

Accumulated deficit

 

 

(51,022,519

)

 

 

(47,957,926

)

Total stockholders' deficit

 

 

(4,486,225

)

 

 

(6,363,616

)

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders' deficit

 

$

2,553,084

 

 

$

2,301,453

 



The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.

  




1



 


GELTECH SOLUTIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


 

 

For the

Three Months Ended

September 30,

 

 

For the

Nine Months Ended

September 30,

 

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

     

                        

   

  

                        

   

  

                        

   

  

                        

 

Sales

 

$

383,595

 

 

$

217,437

 

 

$

954,100

 

 

$

920,741

 

Cost of goods sold

 

 

112,386

 

 

 

71,131

 

 

 

297,027

 

 

 

282,266

 

Gross profit

 

 

271,209

 

 

 

146,306

 

 

 

657,073

 

 

 

638,475

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

 

1,028,948

 

 

 

1,069,781

 

 

 

3,046,871

 

 

 

3,249,456

 

Research and development

 

 

15,135

 

 

 

50,765

 

 

 

37,965

 

 

 

206,228

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

 

1,044,083

 

 

 

1,120,546

 

 

 

3,084,836

 

 

 

3,455,684

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(772,874

)

 

 

(974,240

)

 

 

(2,427,763

)

 

 

(2,817,209

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income

 

 

 

 

 

 

 

 

 

 

 

300,000

 

Interest income

 

 

1

 

 

 

2

 

 

 

9

 

 

 

8

 

Gain (loss) on conversion of interest

 

 

 

 

 

 

 

 

 

 

 

(72,765

)

Loss on extension of warrants

 

 

 

 

 

 

 

 

 

 

 

(206,620

)

Loss on settlement

 

 

 

 

 

 

 

 

 

 

 

(320,631

)

Interest expense

 

 

(213,091

)

 

 

(188,897

)

 

 

(636,839

)

 

 

(516,281

)

Total other income (expense)

 

 

(213,090

)

 

 

(188,895

)

 

 

(636,830

)

 

 

(816,289

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(985,964

)

 

$

(1,163,135

)

 

$

(3,064,593

)

 

$

(3,633,498

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share - basic and diluted

 

$

(0.02

)

 

$

(0.02

)

 

$

(0.05

)

 

$

(0.07

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic and diluted

 

 

63,397,615

 

 

 

51,835,515

 

 

 

58,816,056

 

 

 

50,526,616

 


The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.





2



 


GELTECH SOLUTIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


 

 

For the Nine Months Ended

September 30,

 

 

 

2017

 

 

2016

 

Cash Flows from Operating Activities

  

                        

   

  

                        

 

Reconciliation of net loss to net cash used in operating activities:

 

 

 

 

 

 

Net loss

 

$

(3,064,593

)

 

$

(3,633,498

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Bad debt expense (recovery)

 

 

11,116

 

 

 

(21,875

)

Depreciation

 

 

68,229

 

 

 

60,064

 

Amortization of debt discounts

 

 

148,306

 

 

 

107,347

 

Loss (gain) on conversion of interest

 

 

 

 

 

72,765

 

Options issued for services

 

 

30,703

 

 

 

44,477

 

Common stock issued for services

 

 

 

 

 

12,167

 

Loss on extension of warrants

 

 

 

 

 

206,620

 

Stock option compensation expense

 

 

254,246

 

 

 

367,787

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(181,543

)

 

 

138,906

 

Inventories

 

 

(210,762

)

 

 

(209,234

)

Prepaid expenses and other current assets

 

 

49,952

 

 

 

46,764

 

Accounts payable

 

 

114,038

 

 

 

(46,609

)

Deferred revenue

 

 

1,583

 

 

 

10,667

 

Settlement accrual

 

 

(26,789

)

 

 

(9,369

)

Accrued expenses

 

 

461,270

 

 

 

412,289

 

Net cash used in operating activities

 

 

(2,344,244

)

 

 

(2,440,732

)

 

 

 

 

 

 

 

 

 

Cash flows from Investing Activities

 

 

 

 

 

 

 

 

Purchases of equipment

 

 

(17,209

)

 

 

(186,266

)

Net cash used in investing activities

 

 

(17,209

)

 

 

(186,266

)

 

 

 

 

 

 

 

 

 

Cash flows from Financing Activities

 

 

 

 

 

 

 

 

Proceeds from sale of stock under stock purchase agreement

 

 

210,555

 

 

 

610,955

 

Proceeds from sale of stock and warrants

 

 

1,921,000

 

 

 

250,000

 

Proceeds from advances on convertible line of credit with related parties

 

 

200,000

 

 

 

1,805,000

 

Payments on insurance finance contract

 

 

(63,877

)

 

 

(66,116

)

Net cash provided by financing activities

 

 

2,267,678

 

 

 

2,599,839

 

 

 

 

 

 

 

 

 

 

Net (decrease) in cash

 

 

(93,775

)

 

 

(27,159

)

Cash – beginning

 

 

151,184

 

 

 

135,266

 

Cash – ending

 

$

57,409

 

 

$

108,107

 



The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.


Continued



3



 


GELTECH SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(UNAUDITED)


 

 

For the

Nine Months Ended

September 30,

 

 

 

2017

 

 

2016

 

Supplemental Disclosure of Cash Flow Information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

2,315

 

 

$

1,829

 

Cash paid for income taxes

 

$

 

 

$

 

 

 

 

 

 

 

 

 

 

Supplementary Disclosure of Non-cash Investing and Financing Activities:

 

 

 

 

 

 

 

 

Beneficial conversion feature of convertible notes

 

$

9,662

 

 

$

151,788

 

Loan discount from warrants

 

$

9,662

 

 

$

151,788

 

Options issued for legal services, recorded as prepaid expense

 

$

30,703

 

 

$

 

Stock issued for services

 

$

1,800

 

 

$

1,800

 

Stock issued for accrued interest

 

$

506,874

 

 

$

373,178

 

Warrants issued for settlement accrual

 

$

 

 

$

70,631

 

Stock issued to convert debt

 

$

1,997,483

 

 

$

 



The accompanying condensed notes are an integral part of these unaudited consolidated financial statements.





4



 


GELTECH SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

(Unaudited)


NOTE 1 Organization, Basis of Presentation and Summary of Significant Accounting Policies


Organization


GelTech Solutions, Inc., or GelTech or the Company, generates revenue primarily from marketing products based around the following four product categories (1) FireIce®, a water enhancing powder that can be utilized both as a fire suppressant in urban firefighting, including fires in underground utility structures, and in wildland firefighting and as a medium-term fire retardant to protect wildlands, structures and firefighters; (2) FireIce Shield®, a line of products used in industry by manufacturers, plumbers, and welders, and by police departments and first responders to protect assets from fire; (3) Soil Dust Control , our application which is used for dust mitigation in the aggregate, road construction and mining Soil O® Soil Cap, a dust suppressant technology designed to stabilize stockpile dust and reduce soil erosion, and (4) Soil O®, a product which reduces the use of water and is primarily marketed to golf courses and commercial landscapers and most recently to homeowners via the Soil O® Home Lawn Kit.


The Company also markets equipment that is used to apply these primary products including (1) Emergency Manhole FireIce Delivery System, or EMFIDS, an innovative system designed to deliver FireIce® into a manhole in the event of a fire or explosion, (2) FireIce® Home Defense Unit, a system for applying FireIce® to structures to protect them from wildfires and (3) the FireIce Shield CTP System, a mobile spray unit that can be used to protect communication tower electronics during hot work.


Our unaudited condensed consolidated financial statements have been prepared on a going concern basis, and we need to generate sufficient material revenues to support the ongoing business of GelTech.


The corporate office is located in Jupiter, Florida.


Basis of Presentation


The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its three wholly-owned subsidiaries: FireIce Gel, Inc., GelTech International, Inc. and Weather Tech Innovations, Inc. There has been no activity in FireIce Gel, Inc., Weather Tech Innovations, Inc. and GelTech International, Inc.  


These unaudited consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (”SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by "GAAP" for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The information included in these unaudited consolidated interim financial statements should be read in conjunction with Management’s Discussion and Analysis of Financial Conditions and Results of Operations contained in this report and the audited consolidated financial statements and accompanying notes included in the Company’s Report on Form 10-K for the year ended December 31, 2016 filed on March 28, 2017.


Inventories


Inventories are stated at the lower of cost or net realizable value, with cost being determined using the first-in, first-out method. Inventories as of September 30, 2017 consisted of raw materials and finished goods in the amounts of $936,288 and $936,903, respectively. As September 30, 2017, the Company had approximately $5,490 of consignment inventory consisting of FireIce 561 and FireIce HVOF with a customer.  As of September 30, 2017, the Company estimated that raw materials in the amount $479,486 would most likely not be consumed in the next twelve months and therefore reclassified that amount to long term inventory in the unaudited consolidated balance sheet.  








5



GELTECH SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

(Unaudited)



Use of Estimates


The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Management believes that the estimates utilized in preparing its consolidated financial statements are reasonable; however, actual results could differ materially from these estimates. Significant estimates for the nine months ended September 30, 2017 include the allowance for doubtful accounts, depreciation and amortization, valuation and classification of inventories, valuation of options and warrants granted for services or settlements, valuation of common stock granted for services or debt conversion, valuation of debt discount related to the beneficial conversion feature of convertible notes and the valuation of deferred tax assets.


Revenue Recognition


Revenue from sales of products is recognized when persuasive evidence of an arrangement exists, products have been shipped to the customer, economic risk of loss has passed to the customer, the price is fixed or determinable, collection is reasonably assured, and any future obligations of the Company are insignificant. Revenue is shown net of returns and allowances. The Company provides certain customers with the right of return for unsold product. Sales to these customers are recorded as the customer sells the product, thus removing the right of return.


Products shipped from either our third-party fulfillment companies or our Jupiter, Florida or Irwindale, California locations are shipped FOB shipping point. Normal payment terms are net 30 days depending on the arrangement we have with the customer. As such, revenue is recognized when product has been shipped from either the third-party fulfillment company or from the Jupiter, Florida or Irwindale, California locations.


The Company follows the guidance of ASC 705-20 “Accounting for Consideration Received from a Vendor” and ASC 605-50, “Revenue Recognition, Customer Payments and Incentives”. Accordingly, any incentives received from vendors are recognized as a reduction of the cost of products. Promotional products or samples given to customers or potential customers are recognized as a cost of goods sold. However, products we utilize to perform demonstrations for potential customers are recorded as a marketing expense in operations.


During the nine months ended September 30, 2017, the Company received $33,000 related to the lease of mixing equipment used at two state agency run airbases. The Company provided the equipment to the state agency for the period from September 2017 through October 2017. The Company recognized revenue of $24,750 related to this lease for the nine months ended September 30, 2017. As of September 30, 2017, the balance of deferred revenue related to this lease is $8,250.


Net Earnings (Loss) per Share


The Company computes net earnings (loss) per share in accordance with ASC 260-10, “ Earnings per Share .” ASC 260-10 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period. The Company’s diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. At September 30, 2017, there were options to purchase 13,001,340 shares of the Company’s common stock, warrants to purchase 14,079,274 shares of the Company’s common stock and 18,514,067 shares of the Company’s common stock are issuable upon conversion of convertible notes which may dilute future earnings per share.


Stock-Based Compensation


The Company accounts for employee stock-based compensation in accordance with ASC 718-10, “ Share-Based Payment ,” which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options, restricted stock units, and employee stock purchases based on estimated fair values.




6



GELTECH SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

(Unaudited)



The Company accounts for non-employee stock-based compensation in accordance with ASC 505-50-25, “ Equity Based Payments to Non-Employees, ” which requires the measurement and recognition of compensation expense for all share-based payment awards made to non-employees based on estimated fair values.


Determining Fair Value Under ASC 718-10


The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing formula. This fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. The Company’s determination of fair value using an option-pricing model is affected by the stock price as well as assumptions regarding the number of highly subjective variables.


The Company estimates expected volatility based upon the historical stock price of the Company and estimates the expected term for employee stock options using the simplified method for employees and directors and the contractual term for non-employees.  The risk-free rate is determined based upon the prevailing rate of United States Treasury securities with similar maturities.


The fair values of stock options and warrants granted during the period from January 1, 2017 to September 30, 2017 were estimated using the following assumptions:


Risk free interest rate

 

0.58% - 1.88%

Expected term (in years)

 

2.0 – 5.5

Dividend yield

 

––

Volatility of common stock

 

79.39% - 105.41%

Estimated annual forfeitures

 

––


New Accounting Pronouncements


In May 2014, the FASB issued ASU 2014-09,  Revenue from Contracts with Customers (Topic 606)  which amended the existing accounting standards for revenue recognition. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. In July 2015, the FASB deferred the effective date for annual reporting periods beginning after December 15, 2017 (including interim reporting periods within those periods). Early adoption is permitted to the original effective date for annual reporting periods beginning after December 15, 2016 (including interim reporting periods within those periods). The amendments may be applied retrospectively to each prior period (full retrospective) or retrospectively with the cumulative effect recognized as of the date of initial application (modified retrospective). The Company will adopt ASU 2014-09 in the first quarter of 2018 and apply the full retrospective approach. Because the Company's primary source of revenues is sales of products, the Company believes the impact of this new standard will be immaterial to the results of operations and will only impact the Company’s disclosure.


In February 2016, the FASB issued ASU 2016-02,  Leases . The objective of this update is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods.  Because the Company has not entered into any lease transactions, there will be no impact to the Company by this standard.


In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718).   The objective of this release was to provide further guidance as to when changes to the terms and conditions of share-based payments require an entity to apply modification accounting.  The ASU provides that modification accounting shall be used unless three specific criteria are met.  Because the Company has always used modification accounting for changes in the terms and condition of equity-based payments, there will be no impact to the Company by this standard.


No additional Accounting Standards Updates (ASUs) which were not effective until after September 30, 2017 are expected to have a significant effect on the Company's consolidated financial position or results of operations.




7



GELTECH SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

(Unaudited)



NOTE 2 – Going Concern


These unaudited condensed consolidated financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize it assets and discharge its liabilities in the normal course of business.  As of September 30, 2017, the Company had an accumulated deficit and stockholders’ deficit of $51,022,519 and $4,486,225, respectively, and incurred losses from operations and net losses of $2,427,763 and $3,064,593, respectively, for the nine months ended September 30, 2017 and used cash in operations of $2,344,244 during the nine months ended September 30, 2017.  In addition, the Company has not yet generated revenue sufficient to support ongoing operations. Management believes these factors raise substantial doubt regarding the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. These unaudited condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.


During the nine months ended September 30, 2017, the Company received $200,000 in advances from its convertible line of credit with its chairman and principal shareholder and $1,921,000 from private placements with four accredited investors, including $650,000 from its chairman and principal shareholder. The Company also received $210,555 from Lincoln Park Capital Fund LLC in connection with a $10 million stock purchase agreement entered into in August 2015. See Note 4.


Management believes that the Purchase Agreement with Lincoln Park, additional funding from its chairman and principal shareholder and the revenue prospects from the Wildland industry provide the opportunity for the Company to continue as a going concern.  Ultimately, the continuation of the Company as a going concern is dependent upon the ability of the Company to generate sufficient revenue to attain profitable operations.


NOTE 3 – Convertible Note Agreement s – Related Party


The Company currently has two debt facilities outstanding, all of them held by its chairman and principal shareholder.


One convertible note in the amount of $1,997,483, dated February 1, 2013 was a consolidation of prior debt instruments. The note bore annual interest of 7.5%, was convertible at $0.35 per share and due December 31, 2016. On February 12, 2015, this note was modified by securing the note with all the assets of the Company and by extending the due date of the note from December 31, 2016 to December 31, 2020. During the nine months ended September 30, 2017, the Company recognized interest expense of $92,760.  In September 2017, the Company’s chairman and principal shareholder elected to convert the note into shares of the Company’s common stock.  As such, in accordance with the terms of the note, the Company issued 5,707,095 shares.  As of September 30, 2017, the principal balance of the note is $ -0- and accrued interest amounted to $92,760.


A second convertible note in the amount of $1,000,000 dated July 11, 2013 related to a new funding on that date. The note bore annual interest of 7.5%, was convertible at $1.00 per share and was due July 10, 2018. In connection with the note, the Company issued five–year warrants to purchase 500,000 shares of common stock at an exercise price of $1.30 per share. On February 12, 2015, this note was modified by securing the note with all the assets of the Company, by extending the due date of the note from July 10, 2018 to December 31, 2020 and by reducing the conversion rate of the note from $1.00 to $0.35 per share. Also, in connection with the modification the Company recorded a note discount of $60,390, related to the relative fair value of the warrants attached to the note. For the nine months ended September 30, 2017, the Company recorded interest expense of $7,676 related to the amortization of the note discounts related to the warrants. As of September 30, 2017, the balance of the unamortized discount related to the warrants was $33,400. As of September 30, 2017, the principal balance on this note is $1,000,000 and accrued interest amounted to $91,644.




8



GELTECH SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

(Unaudited)



In connection with the February 2015 debt modifications described above, the Company entered into a Secured Revolving Convertible Promissory Note Agreement for a credit facility of up to $4 million with its chairman and principal shareholder. On April 8, 2016, the Company and its chairman and principal shareholder entered into the First Amendment to Secured Revolving Convertible Promissory Note Agreement increasing the credit facility from $4 million to $5 million. On September 27, 2016, the Company and its chairman and principal shareholder entered into the Second Amendment to Secured Revolving Convertible Promissory Note Agreement increasing the credit facility from $5 million to $6 million. Under the agreements, the Company may, with the prior approval of its chairman and principal shareholder, receive advances under the secured convertible credit facility. Each advance bears an annual interest rate of 7.5%, is due December 31, 2020 and is convertible at the rate equal to the closing price of the Company’s common stock on the day prior to the date the parties agree to the advance. In addition, the Company will issue the Company’s chairman and principal shareholder two year warrants to purchase shares of common stock at an exercise price of $2.00 per share. The number of warrants issued equals 50% of the number of shares issuable upon the conversion of the related advance.


For the nine months ended September 30, 2017, the Company received two advances totaling $200,000 with conversion rates of $0.23 and $0.2785 per share, and issued two-year warrants to purchase 396,925 shares of common stock at an exercise price of $2.00 per share. In connection with these advances, the Company has recorded loan discounts related to the warrants and the beneficial conversion features of the advances amounting to $9,662 and $9,662, respectively. During the nine months ended September 30, 2017, the Company has recognized interest expense of $148,303 related to the amortization of loan discounts. As of September 30, 2017, the principal balance of the advances was $5,895,000 and the balance of the unamortized discounts related to the warrants and the beneficial conversion feature was $307,010 and $307,010, respectively. Accrued interest on the advances amounted to $277,373 as of September 30, 2017.


The calculated loan discounts for warrants were based on the relative fair value of the warrants which were calculated by the Company based on the Black Scholes option pricing model, using expected volatilities of between 97.04% and 99.04%, based on the Company’s historical stock price, discount rates from 1.19% to 1.22%, and expected terms of 2 years, the term of the warrants.


A summary of notes payable and related discounts as of September 30, 2017 is as follows:


 

 

Principal

 

 

Unamortized

Discount

 

 

Debt,

Net of Discount

 

 

 

 

 

 

 

 

 

 

 

Related parties

 

 

 

 

 

 

 

 

 

Secured Convertible notes payable

 

$

1,000,000

 

 

$

(33,400

)

 

$

966,600

 

Secured Convertible Line of Credit

 

 

5,895,000

 

 

 

(614,020

)

 

 

5,280,980

 

Less current portion

 

 

 

 

 

 

 

 

 

Secured convertible notes payable and line of credit, net of current portion

 

$

6,895,000

 

 

$

(647,420

)

 

$

6,247,580

 


NOTE 4 – Stockholders’ Deficit


Preferred Stock


The Company has authorized 5,000,000 shares of preferred stock, par value $0.001 per share with such rights, preferences and limitation as may be set from time to time by resolution of the board of directors and the filing of a certificate of designation as required by Delaware General Corporation Law.


Common Stock


On August 12, 2015, GelTech signed a $10 million Purchase Agreement with Lincoln Park. The Company also entered into a Registration Rights Agreement with Lincoln Park whereby we agreed to file a registration statement related to the transaction with the SEC covering the shares that may be issued to Lincoln Park under the Purchase Agreement.

 

Under the terms and subject to the conditions of the Purchase Agreement, GelTech has the right to sell, and Lincoln Park is obligated to purchase, up to $10 million in shares of the Company’s common stock, subject to certain limitations, from time to time, over the 30-month period commencing on the date that a registration statement, which the Company agreed to file with the SEC pursuant to the Registration Rights Agreement, is declared effective by the SEC.  The Company filed the registration statement with the SEC on October 5, 2015 and it was declared effective by the SEC on October 16, 2015.




9



GELTECH SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

(Unaudited)



During the nine months ended September 30, 2017, the Company issued 858,250 shares of common stock in exchange for $210,555 in connection with the Lincoln Park Purchase Agreement.


In May 2017, the Company issued 428,032 shares of common stock to its chairman and principal shareholder in payment of accrued interest of $149,811. The shares were valued at $107,008 based on the quoted trading price at the conversion agreement date.  The gain of $42,803 was recorded to paid in capital on the conversion as the conversion was by a related party.


In May 2017, the Company issued 1,275,277 shares of common stock to its chairman and principal shareholder in payment of accrued interest of $357,064 related to the advances under the Secured Revolving Convertible Promissory Note Agreement. The shares were valued at $320,095 based on the quoted trading price at the conversion agreement date.  The gain of $36,969 was recorded to paid in capital on the conversion as the conversion was by a related party.


During the nine months ended September 30, 2017, the Company issued 7,172 shares of common stock in payment of consulting services valued at $1,800.


During the nine months ended September 30, 2017, the Company issued 8,614,801 shares of common stock and two-year warrants to purchase 4,307,403 shares of common stock exercisable at $2.00 per share in exchange for $1,915,000 in connection with private placements with four accredited investors, including 2,583,903 shares and warrants to purchase 1,291,473 shares to the Company’s chairman and principal shareholder in exchange for $650,000.


In July 2017, the Company issued 25,000 shares of common stock in exchange for $6,000 in connection with a private placement with an accredited investor.


In September 2017, the Company issued 5,707,095 shares of common stock to its chairman and principal investor in connection with the conversion at the contractual conversion price of a secured convertible note in the amount of $1,997,483.


Stock-Based Compensation


Stock-based compensation expense recognized under ASC 718-10 for the period January 1, 2017 to September 30, 2017, was $253,152 for stock options granted to employees and directors. This expense is included in selling, general and administrative expenses in the unaudited consolidated statements of operations. Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. At September 30, 2017, the total compensation cost for stock options not yet recognized was approximately $147,716. This cost will be recognized over the remaining vesting term of the options of approximately two years.


Stock-based awards granted to non-employees, in the form of warrants to purchase the Company’s common stock, are valued at fair value in accordance with the measurement and recognition criteria of ASC 505-50 "Equity Based payments to Non-Employees.” Stock based compensation to non-employees recognized for the nine months ended September 30, 2017 was $1,094.


In June 2017, the Company granted five year options to purchase 150,000 shares of the Company’s common stock at an exercise price of $0.25 per share to an employee in connection with the employee’s appointment as an officer of the Company.  The options vested 25% immediately, with the remainder vesting annually over a three year period, subject to continued employment with the Company. The options were valued with the Black-Scholes option pricing model using an expected volatility of 79.39% based upon the historical price of the company’s stock, a term of four years, calculated using the simplified method and a risk-free rate of 1.63%.  The calculated fair value, $21,996 will be amortized ratably over the vesting period.



10



GELTECH SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

(Unaudited)



During the nine months ended September 30, 2017 the Company granted five year options to purchase 150,000 shares of common stock at an exercise price of $0.275 per share in exchange for legal services. The options were valued with the Black-Scholes option pricing model using an expected volatility of 99.06% based upon the historical price of the company’s stock, an expected term of five years, the term of the warrants and a risk-free rate of 1.88%. The calculated fair value, $30,703 was recorded as prepaid expense and will be amortized over the twelve month service period. For the nine months ended September 30, 2017, $12,793 was amortized to expense.


On August 4, 2017, the Board adopted the 2017 Equity Incentive Plan (the “Equity Incentive Plan”). Employees, directors and consultants of the Company are eligible to participate in the Equity Incentive Plan. The Equity Incentive Plan is administered by the Compensation Committee of the Board or the full Board during such times as no committee is appointed by the Board or during such times as the Board is acting in lieu of the committee (in either case, the “Committee”). The Equity Incentive Plan provides for the grant of equity-based compensation in the form of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance cash and other share-based awards.


In accordance with the adoption of the Plan, the non-employee directors were granted options identical to the automatic option grants that were previously issued each year for Board service under the Old Plan. As such, the Company issued ten year options to purchase 690,000 shares of common stock to non-employee directors at an exercise price of $0.211 per share. The options vest on June 30, 2018, subject to continued service as a director. The options were valued with the Black-Scholes option pricing model using an expected volatility of 80.03% based upon the historical price of the company’s stock, an expected term of 5.5 years using the simplified method, and a risk-free rate of 1.88%. The calculated fair value, $100,918 will be recorded as expense over the vesting period.


On August 7, 2017, the Company granted ten year options to purchase 500,000 shares of common stock at an exercise price of $0.2039 per share to its chief executive and chief technology officer. The options were valued with the Black-Scholes option pricing model using an expected volatility of 80.03% based upon the historical price of the company’s stock, an expected term of five years using the simplified method and a risk-free rate of 1.82%. The calculated fair value, $65,833 was recorded as expense during the nine months ended September 30, 2017.


On August 16, 2017, the Company granted ten year options to purchase 125,000 shares of common stock at an exercise price of $0.185 per share to its chief financial officer in connection with the signing of new employment agreement. (See Note 6.) The options were valued with the Black-Scholes option pricing model using an expected volatility of 79.98% based upon the historical price of the company’s stock, an expected term of five years using the simplified method, and a risk-free rate of 1.77%. The calculated fair value, $14,907 was recorded as expense during the nine months ended September 30, 2017.


On August 28, 2017, the Company granted five year options to purchase 25,000 shares of common stock at an exercise price of $0.20 per share to a new employee in connection with his employment. The options were valued with the Black-Scholes option pricing model using an expected volatility of 79.68% based upon the historical price of the company’s stock, an expected term of 2.5 years using the simplified method, and a risk-free rate of 1.29%. The calculated fair value, $2,399 was recorded as expense during the nine months ended September 30, 2017.


NOTE 5 – Related Party Transactions


During the nine months ended September 30, 2017, the Company issued warrants to its president and principal shareholder in exchange for cash as more fully described in Notes 3 and 4.


In August 2017, Company and Warren Mosler (the “Investor”) entered into a Stock Purchase Agreement whereby the Investor committed to purchase up to $1,800,000 shares of the Company’s common stock until August 1, 2018, subject to the Company’s president and chairman, continuing to serve as an officer of the Company. The Company will have the right to direct the investor to purchase up to $150,000 of shares in any calendar month (although the parties can mutually agree to increase it in any calendar month). The price paid for the shares will be the closing price of the Company’s common stock on the trading day immediately before the Company delivers its notice to the investor. The investor will not be obligated to make purchases under the Agreement if the price is above $0.50 per share.




11



GELTECH SOLUTIONS, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017

(Unaudited)



During the nine months ended September 30, 2017, the Company issued 5,570,898 shares of common stock and two year warrants to purchase 2,785,450 shares of common stock at an exercise price of $2.00 per share to Mr. Mosler in exchange for $1,175,000 in connection with private placements.


NOTE 6 – Commitments


On August 16, 2017, the Company entered into a new three-year Employment Agreement with the Company’s chief financial officer. The Employment Agreement provides for a base salary of $150,000 per year and a car allowance of $600 per month. The Company’s Compensation Committee will also have the discretion to award a discretionary bonus. In consideration for entering into the Employment Agreement, the Company granted 125,000 fully vested 10-year stock options exercisable at $0.1849 per share.


NOTE 7 – Concentrations


The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts through September 30, 2017. As of September 30, 2017, there were no cash balances held in depository accounts that are not insured.


At September 30, 2017, three customers accounted for 22.1%, 16.2% and 10.2% of accounts receivable.


For the nine months ended September 30, 2017, four customers accounted for 19.5%, 15.3%, 11.4% and 10.8% of sales.


Approximately 33.2% of revenue was generated from customers outside the United States during the nine months ended September 30, 2017, including sales to two countries of 19.5% and 11.4%.


During the nine months ended September 30, 2017, sales primarily resulted from three products, FireIce®, Soil 2 O® and FireIce Shield® which made up 74.7%, 12.5% and 12.3%, respectively, of total sales. Of the FireIce® sales, 76.5% related to the sale of FireIce® products and 12.5% related to sales of the FireIce extinguishers and eductor equipment. Of the Soil 2 O® sales, 20.1% related to traditional sales of Soil 2 O® and 79.9% related to sales of Soil 2 O® Dust Control. Of the FireIce Shield® sales, 23.5% consisted sales of asset protection canisters and refills, 22.8% related to FireIce Shield® CTP units and products, and 53.0% consisted of sale of spray bottles for use by welders and plumbers.


One vendor accounted for 53.4% of the Company’s approximately $483,000 in purchases of raw material, finished goods and packaging during the nine months ended September 30, 2017.


During the nine months ended September 30, 2017, our chairman and principal shareholder provided 100% of the Company’s debt financing.


NOTE 8 Subsequent Events


Since October 1, 2017, the Company has issued 857,142 shares of common stock and two year warrants to purchase 428,571 shares of common stock at an exercise price of $2.00 per share in exchange for $150,000 in connection with private placements with two accredited investors, including 285,714 shares and 142,857 warrants to its chairman and principal shareholder in exchange for $50,000.


On October 2, 2017, the Company granted five year options to purchase 25,000 shares of common stock at an exercise price of $0.20 per share to a new employee in connection with his employment. The options were valued with the Black-Scholes option pricing model using an expected volatility of 79.68% based upon the historical price of the company’s stock, an expected term of 2.5 years, the term of the options and a risk-free rate of 1.56%. The calculated fair value, $2,385 will recorded as expense during the three months ended December 31, 2017.


On October 24, 2017, the Company issued of 11,111 shares of common stock in exchange for investor relations services valued at $2,000 and issued 4,398 shares of common stock in exchange for consulting valued at $900.





12



GELTECH SOLUTIONS, INC. AND SUBSIDIARIES



ITEM 2. 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.


Certain statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements that involve risks and uncertainties. Words such as may, will, should, would, anticipates, expects, intends, plans, believes, seeks, estimates and similar expressions identify such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. We assume no obligation to update these forward-looking statements to reflect actual results or changes in factors or assumptions affecting forward-looking statements.  Factors that could cause or contribute to these differences include those discussed in the Risk Factors contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission, or the SEC, on March 28, 2017.


GelTech Solutions, Inc. (“GelTech” or the “Company”), generates revenue primarily from marketing products based around the following four product categories (1) FireIce®, a water enhancing powder that can be utilized both as a fire suppressant in wildland and urban firefighting, including fires in underground utility structures, and in wildland firefighting as a medium-term fire retardant to protect wildlands, structures and firefighters; (2) FireIce Shield®, a line of products used by industry, police departments and first responders to protect assets from fire; (3) Soil 2 O® “Dust Control”, our application which is used for dust mitigation in the aggregate, road construction, mining, as well as, other industries that deal with daily dust control issues and (4) Soil 2 O®, a product which reduces the use of water and is primarily marketed to golf courses and commercial landscapers. The Company also markets equipment that is used in the application of these primary products including (1) Emergency Manhole FireIce Delivery System, or EMFIDS, an innovative system designed to deliver FireIce® into a manhole in the event of a fire or explosion (2) the FireIce Shield CTP System, a mobile spray unit that can be used to protect communication tower electronics during hot work and (3) FireIce® Home Defense Unit, a system for applying FireIce® to structures to protect them from wildfires.


2017 Highlights


Thus far in 2017, we have added four additional state agencies to our Wildland line up and our FireIce products have also been used to successfully control a landfill fire in the Bahamas that has been burning for five years. The new name of our product listed on the United States Forest Service (the “Forest Service”) Qualified Products List, FireIce 561, was accepted by the Forest Service. Further, we have installed and will be field testing an automated FireIce mixing and loading piece of equipment at three airbases this fire season, one in Colorado, one in Montana and one in Saskatchewan, and will be opening a new airbase and expanding an existing airbase in Oregon. While we have added states and provinces over the past few years, we have not yet realized an increase in revenue from these additions.


Training of new communication tower contractors on usage of the FireIce Shield CTP System slowed during the first quarter of 2017, partially from seasonality and also from reluctance by contractors to commit to the product until it is required by the cell tower owners. We have begun the process of expanding the cell tower program to the Southwestern United States and demonstrated the FireIce Shield CTP unit and products at the largest wireless communications trade show in May, sharing a booth with Crown Castle International, Inc. At a Crown Castle sponsored vendor workshop in October 2017, we were informed that a large communication tower contractor will be requiring the use of our FireIce Shield CTP product on certain modifications nationwide beginning in December 2017. Although revenues from this source have been immaterial to date, we continue to believe this source will drive significant revenues to us in the future.


Our utilities customers, including in the District of Columbia and Philadelphia, have begun to make initial purchases of our FireIce UL Extinguishers and related refills for the extinguishers plus an initial purchase of a FireIce Rapid Response Unit, but we have not, as yet, seen broad acceptance of our EMFIDS units. In September, we hired a seasoned sales professional who has over 30 years of experience selling to the utility industry.


Two of our manufacturing customers have begun to adopt the use of FireIce and FireIce Shield into additional manufacturing plant locations. We continue working with numerous other manufacturing facilities to explore other applications of our FireIce and FireIce Shield products. Our distributor, FireIce Solutions, has been successful in securing orders for our FireIce Shield spray bottles, canisters and welding blankets for use at four major shipyards.


We have successfully designed and quoted pricing for a system to prevent lithium-ion batteries from reaching runaway for use in installations that employ large banks of lithium-ion batteries as an alternative power source or for use in large central charging stations where lithium-ion batteries are recharged. Because we have just begun commercialization on this product, we do not have any revenues from the sale of this system.



13



GELTECH SOLUTIONS, INC. AND SUBSIDIARIES



During the nine months ended September 30, 2017, the Company identified raw materials in the amount of $479,486 that the Company estimated would not be used within one year, based on current sales volumes. These materials have been reclassified to long term assets. The Company believes these raw materials will be realized and are necessary given the unpredictable nature of wildfire events and the need for the Company to be able to respond quickly.


Our unaudited consolidated financial statements have been prepared on a going concern basis, and we need to generate sufficient material revenues to support the ongoing business of the Company.


RESULTS OF OPERATIONS


FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2016.


The following tables set forth, for the periods indicated, results of operations information from our interim unaudited consolidated financial statements:

 

 

 

Nine Months Ended

September 30,

 

 

Change

 

 

Change

 

 

 

2017

 

 

2016

 

 

(Dollars)

 

 

(Percentage)

 

Sales

 

$

954,100

 

 

$

920,741

 

 

$

33,359

 

 

 

3.6

%

Cost of Goods Sold

 

 

297,027

 

 

 

282,266

 

 

 

14,761

 

 

 

5.2

%

Gross Profit

 

 

657,073

 

 

 

638,475

 

 

 

18,598

 

 

 

2.9

%

Operating Expenses:

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

Selling General and Administrative

 

 

3,046,871

 

 

 

3,249,456

 

 

 

(202,585

)

 

 

(6.2

%)

Research and Development

 

 

37,965

 

 

 

206,228

 

 

 

(168,263

)

 

 

(81.6

%)

Loss from Operations

 

 

(2,427,763

)

 

 

(2,817,209

)

 

 

389,446

 

 

 

(13.8

%)

Other Income (Expense)

 

 

(636,830

)

 

 

(816,289

)

 

 

179,459

 

 

 

(22.0

%)

Net Loss

 

$

(3,064,593

)

 

$

(3,633,498

)

 

$

568,905

 

 

 

(15.70

%)


Sales


Sales of product during the nine months ended September 30, 2017 consisted of $419,363 for FireIce® and related products, $71,646 for Soil 2 O® and Soil 2 O® Dust Control and $78,942 for FireIce Shield® . FireIce® sales consisted of $359,891 related to product sales to wildland firefighting agencies and the Bahamas and $52,805 related to sales of extinguishers and product to our municipal distributor. The Soil 2 O® sales consisted of sales of Soil 2 O® topical of $14,025 and sales of Soil 2 O® dust control of $57,621. Sales of FireIce Shield® consisted of sales of asset protection canisters, spray bottles and refills of $55,334 plus sales of FireIce Shield CTP systems and refills of $20,400.  Both FireIce® wildland sales and Soil 2 O® dust control sales are seasonal in nature with both peak seasons lasting from March through October.  We anticipate FireIce Shield® sales to be less seasonal. We expect additional states to join our growing roster of wildland agencies using FireIce. In addition, our FireIce Shield product is gaining acceptance with welders, plumbers and others working under flammable and hot conditions. Based on these factors, we expect that our revenues will increase in the future.


Cost of Goods Sold


The increase in cost of goods sold was the result of the increase in sales. Cost of sales as a percentage of sales was 31.1% for the nine months ended September 30, 2017 as compared to 30.0% for the nine months ended September 30, 2016. We expect future cost of sales as a percentage of sales will be consistent with the cost of sales percentage for the nine months ended September 30, 2017, but as always it is dependent upon the sales mix.


Selling, General and Administrative Expenses (SG&A)


The decrease in SG&A expenses for the nine months ended September 30, 2017 resulted primarily from (1) a decrease in equity base compensation of $113,540 resulting from fewer warrants granted to consultants during the nine months ended September 30, 2017; (2) a decrease in professional fees resulting from a reduction of fees related to litigation of $90,296; (3) a decrease in investor relations expense of $37,550 as a result of a negotiated reduction in our monthly fee and (4) a decrease in travel expenses of $71,622 resulting from the relocation of our Wildland team to Colorado.  These decreases were partially offset by an increase in salaries and employee benefits of $55,444 as a result of hiring two sales professionals which were partially offset by a reduction of consulting expenses.



14



GELTECH SOLUTIONS, INC. AND SUBSIDIARIES



Research and Development Expenses


Research and development expenses for the nine months ended September 30, 2017 decreased $168,263 as a result of our continued focus on sales of our existing products.  Research and development expenses for the nine months ended September 30, 2016 included engineering costs for the development of an onboard mixing system for scooper aircraft.


Loss from Operations


The decrease in loss from operations resulted from the higher gross profit and the lower operating expenses as described above.


Other Income (Expense)


Other expense for the nine months ended September 30, 2017 consisted of interest expense of $636,839.  Other expense during the nine months ended September 30, 2016 consisted of (1) interest expense of $516,281; (2) a loss on litigation settlement of $320,631 resulting from claims brought against the Company by a former employee, which was partially offset by a gain on settlement of $300,000 relating to a claim filed by the Company against its employment practices insurance carrier; (3) a loss on extending the term of certain warrants for an additional one year period of $206,620; and (4) a loss on conversion of interest of $72,765.


Net Loss


The lower net loss for the nine months ended September 30, 2017 resulted from a higher gross profit, lower operating costs and lower other expense as described above. Net loss per common share was $0.05 and $0.07, respectively, for the nine months ended September 30, 2017 and 2016. The weighted average number of shares outstanding for the nine months ended September 30, 2017 and 2016 were 58,816,056 and 56,487,308, respectively.


FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2017 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2016.


The following tables set forth, for the periods indicated, results of operations information from our interim unaudited consolidated financial statements:

 

 

 

Three Months Ended

September 30,

 

 

Change

 

 

Change

 

 

 

2017

 

 

2016

 

 

(Dollars)

 

 

(Percentage)

 

Sales

 

$

383,595

 

 

$

217,437

 

 

$

166,158

 

 

 

76.4

%

Cost of Goods Sold

 

 

112,386

 

 

 

71,131

 

 

 

41,255

 

 

 

58.0

%

Gross Profit

 

 

271,209

 

 

 

146,306

 

 

 

124,903

 

 

 

85.4

%

Operating Expenses:

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

Selling General and Administrative

 

 

1,028,948

 

 

 

1,069,781

 

 

 

(40,833

)

 

 

(3.8

%)

Research and Development

 

 

15,135

 

 

 

50,765

 

 

 

(35,630

)

 

 

(70.2

%)

Loss from Operations

 

 

(772,874

)

 

 

(974,420

)

 

 

201,366

 

 

 

(20.71

%)

Other Income (Expense)

 

 

(213,090

)

 

 

(188,895

)

 

 

24,195

 

 

 

 (12.8

%)

Net Loss

 

$

(985,964

)

 

$

(1,163,135

)

 

$

177,171

 

 

 

15.2

%




15



GELTECH SOLUTIONS, INC. AND SUBSIDIARIES



Sales


Sales of product during the three months ended September 30, 2017 consisted of $293,817 for FireIce® and related products, $47,592 for Soil 2 O®, $38,712 for FireIce Shield® and $3,474 for GT-W14.  FireIce® sales consisted of $169,027 related to product and equipment sales primarily to wildland firefighting agencies, $34,187 related to sales of extinguishers and product to our municipal distributor and $40,311 of sales to biomass and industrial companies. Our Wildland sales declined in 2017 as several state agencies had inventory remaining from 2016 and 2015 purchases and there was a decline in the number and severity of wildfires this season in the states and provinces that use our product. The Soil 2 O® sales consisted of sales of Soil 2 O® topical of $9,138 and sales of Soil 2 O® dust control of $37,893. Sales of FireIce Shield® consisted of sales of asset protection canisters of $9,666 plus sales of FireIce Shield spray bottles of $19,646.  Both FireIce® and Soil 2 O® dust control sales are seasonal in nature with both peak seasons lasting from March through October.  We anticipate that FireIce Shield® sales, FireIce Shield CTP sales and FireIce sales to utilities and other industrial customers will be less seasonal. Our FireIce Shield product is gaining acceptance with welders, plumbers and others working under flammable and hot conditions and our FireIce Shield CTP product is gaining acceptance with communication tower contractors.  Based on these factors, we expect that our revenues will increase in the future.


Cost of Goods Sold


The increase in cost of goods sold was the result of the increase in sales. Cost of sales as a percentage of sales was 29.3% for the three months ended September 30, 2017 as compared to 32.7% for the three months ended September 30, 2016, primarily due to differences in the product sales mix. We expect future cost of sales as a percentage of sales will be consistent with the cost of sales percentage for the nine months ended September 30, 2017.


Selling, General and Administrative Expenses (SG&A)


The decrease in SG&A expenses for the three months ended September 30, 2017 resulted primarily from (1) a decrease in salaries and employee benefits of $69,622; and (2) a decrease in travel expenses of $44,790 as result of the relocation of our Wildland team to Colorado. These decreases were partially offset by (1) an increase in professional fees of $23,284 resulting from an increase in patent fees; (2) an increase of $51,584 in equity based compensation related to option grants during the three months ended September 30, 2017.


Research and Development Expenses


The research and development expenses for the three months ended September 30, 2017 decreased from the prior year for the reason described above under Research and Development Expenses for the nine months ended September 30, 2017.


Loss from Operations


The decrease in the loss from operations for the three months ended September 30, 2017 resulted from the higher gross profit and the lower operating expenses as described above.


Other Income (Expense)


Other expense during the three months ended September 30, 2017 consisted of interest expense of $213,091 as compared to interest expense of $188,897 for the three months ended September 30, 2016.

  

Net Loss


The lower net loss for the three months ended September 30, 2017 resulted from the higher gross profit and lower operating expenses which were partially offset by higher other expense as described above. Net loss per common share was $0.02 and $0.02, respectively, for the three months ended September 30, 2017 and 2016. The weighted average number of shares outstanding for the three months ended September 30, 2017 and 2016 were 63,397,615 and 51,835,515, respectively.




16



GELTECH SOLUTIONS, INC. AND SUBSIDIARIES



LIQUIDITY AND CAPITAL RESOURCES


A summary of our cash flows is as follows:


 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

2017

 

 

2016

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

 

 

 

 

   

Net cash used in operating activities

$

(836,628

)

 

$

(911,917

)

 

$

(2,344,244

)

 

$

(2,440,732

)

Net cash used in investing activities

 

(15,952

)

 

 

(32,323

)

 

 

(17,209

)

 

 

(186,266

)

Net cash provided by financing activities

 

785,662

 

 

 

884,162

 

 

 

2,267,678

 

 

 

2,599,839

 

Net decrease in cash

$

(66,918

)

 

$

(60,078

)

 

$

(93,775

)

 

$

(27,159

)


Net Cash Used in Operating Activities


Net cash used during the nine months ended September 30, 2017 resulted primarily from the net loss of $3,064,593 and an increase in inventories and accounts receivable of $210,762 and $181,543, respectively.  These were partially offset by stock based compensation of $254,246, increases in accounts payable and accrued liabilities of $114,038 and $461,270, respectively, and a decrease in prepaid expenses of $49,952.


Net cash used during the nine months ended September 30, 2016 resulted primarily from the net loss of $3,633,498, a decrease in accounts payable of $46,609 and increases in inventory of $209,234, which were partially offset by the losses on extension of warrants and conversion of interest of $206,620 and $72,765, respectively, stock based compensation of $367,787 and increases in accrued liabilities of $412,289 and decreases in accounts receivable and prepaid expenses of $138,906 and $46,764, respectively.


Net Cash Used in Investing Activities


The major difference in net cash used in investing activities for the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016 resulted from the purchase of equipment in 2016 to mix and store our wildland product on multiple airbases in the United States and Canada and for an additional vehicle for the Company’s wildland operations.


Net Cash Provided By Financing Activities


During the nine months ended September 30, 2017, the Company received $1,915,000 in exchange for 8,614,801 shares of common stock and two year warrants to purchase 4,450,260 shares of common stock at an exercise price of $2.00 per share in connection with private placements with three accredited investors. The Company also received $200,000 from advances under the credit facility from our president and principal shareholder. In addition, the Company issued two year warrants to purchase 396,926 shares of common stock at an exercise price of $2.00 per share in connection with the advances under the credit facility. The Company also received $210,555 in exchange for 858,250 shares of common stock in connection with a stock purchase agreement with Lincoln Park and received $6,000 in exchange for 25,000 shares of common stock in connection with a private placement with an accredited investor. The amounts received were used to make payments on insurance premium finance contracts of $63,877 as well as providing working capital.


During the nine months ended September 30, 2016, the Company received $610,955 in exchange for 1,673,927 shares of common stock in connection with a stock purchase agreement with Lincoln Park, received $1,805,000 from advances under the $5 million secured credit facility with our president and principal shareholder, and received $250,000 in exchange for 698,842 shares of common stock and two year warrants to purchase 349,421 shares of common stock at an exercise price of $2.00 per share in connection with two private placements including one with a director and his wife. In addition, the Company issued two year warrants to purchase 3,234,601 shares of common stock at an exercise price of $2.00 per share in connection with the convertible line of credit advances. The amounts received were used to make payments on insurance premium finance contracts of $66,116, as well as providing working capital.


Historical Financings


Since January 1, 2017, GelTech has received $200,000 in advances, at conversion rates from $0.23 to $0.2785 per share against its convertible secured line of credit agreement with its chairman and principal shareholder. In connection with these advances the Company has issued two-year warrants to purchase 396,926 shares of common stock at $2.00 per share.




17



GELTECH SOLUTIONS, INC. AND SUBSIDIARIES



Since January 1, 2017, the Company has received $210,555 in exchange for 858,250 shares of common stock in connection with the stock purchase agreement with Lincoln Park and has received $2,065,000 in exchange for 9,757,660 shares of common stock and two year warrants to purchase 4,878,831 shares of common stock at an exercise price of $2.00 per share in connection with private placements four accredited investors including our chairman and principal shareholder.


Liquidity and Capital Resource Considerations


As of November 8, 2017, we had approximately $41,000 in available cash.


In August 2015, GelTech signed a $10 million Purchase Agreement with Lincoln Park. The Company also entered into a Registration Rights Agreement with Lincoln Park whereby we agreed to file a registration statement related to the transaction with the SEC covering the shares that may be issued to Lincoln Park under the Purchase Agreement.


Under the terms and subject to the conditions of the Purchase Agreement, GelTech has the right to sell, and Lincoln Park is obligated to purchase, up to $10 million in shares of the Company’s common stock, subject to certain limitations, from time to time, over the 30-month period commencing on October 16, 2015. F ailure of our stock price to increase to, and remain above, $0.25 per share will impact our ability to meet our working capital needs through Lincoln Park.  As of November 7, 2017, our closing stock price was $0.17 per share and therefore we will be unable to rely on the Lincoln Park Purchase Agreement to fund our operations until our stock price increases.


In August 2017, the Company and Warren Mosler (the “Investor”) entered into a Stock Purchase Agreement whereby the Investor committed to purchase up to $1,800,000 shares of the Company’s common stock until August 1, 2018, subject to the Company’s president and chairman, continuing to serve as an officer of the Company. The Company will have the right to direct the Investor to purchase up to $150,000 of shares in any calendar month (although the parties can mutually agree to increase it in any calendar month). The price paid for the shares will be the closing price of the Company’s common stock on the trading day immediately before the Company delivers its notice to the investor. The Investor will not be obligated to make purchases under the Agreement if the price is above $0.50 per share.


Until we generate sufficient revenue to sustain the business, our operations will continue to rely on Mr. Michael Reger’s investments, the Mosler Stock Purchase Agreement and the Lincoln Park Purchase Agreement. If Mr. Reger were to cease providing us with working capital, our stock price were to remain below the floor price in the Mosler Stock Purchase Agreement with Lincoln Park or we are unable to generate substantial cash flows from sales of its products or complete financings, the Company may not be able to remain operational. Although we do not anticipate the need to purchase any additional material capital assets in order to carry out our business, it may be necessary for us to purchase additional support vehicles or mixing base equipment in the future, depending on demand.


Related Party Transactions

 

For information on related party transactions and their financial impact, see Note 5 to the Unaudited Consolidated Financial Statements.


Principal Accounting Estimates

 

In response to the SEC’s financial reporting release, FR-60, Cautionary Advice Regarding Disclosure About Critical Accounting Policies, the Company has selected its most subjective accounting estimation processes for purposes of explaining the methodology used in calculating the estimate, in addition to the inherent uncertainties pertaining to the estimate and the possible effects on the Company’s financial condition. These estimates involve certain assumptions that if incorrect could create a material adverse impact on the Company’s results of operations and financial condition.  


There were no material changes to our principal accounting estimates during the period covered by this report.


RECENT ACCOUNTING PRONOUNCEMENTS

 

For information on recent accounting pronouncements, see Note 1 to the Unaudited Consolidated Financial Statements.

 



18



GELTECH SOLUTIONS, INC. AND SUBSIDIARIES



Cautionary Note Regarding Forward-Looking Statements


This report contains forward-looking statements including our liquidity and anticipated capital asset requirements and expected increase in sales of our products, revenues and number of states ordering our products. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods.

 

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the failure to receive material orders from the utility and mining companies, global and domestic economic conditions, budgetary pressures facing state and local governments, our failure to receive or the potential delay of anticipated orders for our products, failure to receive acceptance of FireIce® by State and Local governments, failure to obtain regulatory approval on our products, the failure to keep the Lincoln Park registration statement effective or Lincoln Park or our principal shareholder or the Investor suffering unanticipated liquidity issues.


Further information on our risk factors is contained in our filings with the SEC, including our Prospectus dated April 7, 2017.  Any forward-looking statement made by us speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.


ITEM 3. 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not applicable to smaller reporting companies

 

ITEM 4. 

CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures . Our management carried out an evaluation, with the participation of our Principal Executive Officer and Principal Financial Officer, required by Rule 13a-15 and Rule 15d-15 of the Securities Exchange Act of 1934 (the “Exchange Act”) of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act. Based on their evaluation, our management has concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.


Changes in Internal Control Over Financial Reporting . There were no changes in our internal control over financial reporting as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.




19



GELTECH SOLUTIONS, INC. AND SUBSIDIARIES



PART II – OTHER INFORMATION

 

ITEM 1. 

LEGAL PROCEEDINGS.


From time to time, we are a party to, or otherwise involved in, legal proceedings arising in the normal and ordinary course of business.  As of the date of this report, the Company is not a party to any legal proceedings that could have a material effect on the Company’s business or financial condition.  


ITEM 1A.

RISK FACTORS.

 

Not applicable to smaller reporting companies.


ITEM 2. 

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.


In addition to those unregistered securities previously disclosed in reports filed with the SEC, we have sold securities without registration under the Securities Act of 1933, or the Securities Act, as described below:


Name or Class of Investor

  

Date of Sale

  

No. of Securities

  

Reason for Issuance

Investor  (1)

 

July 2017

 

25,000 shares of common stock

 

Private Placements with an accredited investor

Investor  (1)

 

July 2017 through August 10, 2017

 

1,421,405 shares of common stock and two year warrants to purchase 710,703 shares at $2.00 per share

 

Private Placements with one accredited investor

————————

(1)

Exempt under Section 4(a)(2) of the Securities Act and Regulation 506(b) thereunder. The securities were issued to accredited investors and there was no general solicitation.


ITEM 3. 

DEFAULTS UPON SENIOR SECURITIES.

 

None

 

ITEM 4. 

MINE SAFETY DISCLOSURES.


Not Applicable


ITEM 5. 

OTHER INFORMATION.


None.


ITEM 6. 

EXHIBITS.

 

The exhibits listed in the accompanying “Index to Exhibits” are filed or incorporated by reference as part of this Form 10-Q.



20



GELTECH SOLUTIONS, INC. AND SUBSIDIARIES



SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


 

 

GELTECH SOLUTIONS, INC.

 

 

 

 

 

November 8, 2017

 

/s/ Peter Cordani

 

 

 

Peter Cordani

 

 

 

Chief Executive Officer

(Principal Executive Officer)

 

 

 

 

 

November 8, 2017

 

/s/ Michael R. Hull

 

 

 

Michael R. Hull

 

 

 

Chief Financial Officer

(Principal Financial Officer)

 

 

 







21





INDEX TO EXHIBITS


 

  

  

  

Incorporated by Reference

  

Filed or

Furnished

No.

   

Exhibit Description

   

Form

   

Date

   

Number

   

Herewith

 

 

 

 

 

 

 

 

 

 

 

3.1

  

Certificate of Incorporation

  

Sb-2

  

7/20/07

  

3.1

  

  

3.2

 

Certificate of Amendment to the Certificate of Incorporation – Increase of Authorized Capital

 

10-Q

 

2/12/14

 

3.2

 

 

3.3

  

Amended and Restated Bylaws

  

Sb-2

  

7/20/07

  

3.2

  

  

3 .4

  

Amendment No. 1 to the Amended and Restated Bylaws

  

10-K

  

9/28/10

  

3.3

  

  

3.5

 

Amendment No. 2 to the Amended and Restated Bylaws

 

8-K

 

9/26/11

 

3.1

 

 

3.6

 

Amendment No. 3 to the Amended and Restated Bylaws

 

8-K

 

9/27/12

 

3.1

 

 

4.1

 

2017 Equity Incentive Plan

 

8-K

 

8/10/17

 

4.1

 

 

10.1

 

Lincoln Park Purchase Agreement dated August 11, 2015

 

8-K

 

8/12/15

 

10.1

 

 

10.2

 

Lincoln Park Registration Rights Agreement dated August 11, 2015

 

8-K

 

8/12/15

 

10.2

 

 

10.3

 

Amendment No. 1 Lincoln Park Warrant

 

8-K

 

8/12/15

 

10.3

 

 

10.4

 

Mosler Stock Purchase Agreement dated August 1, 2017

 

 

 

 

 

 

 

Filed

10.5

 

2017 Equity Incentive Plan

 

8-K

 

8/10/17

 

4.1

 

 

31.1

  

Certification of Principal Executive Officer (Section 302)

  

  

  

  

  

  

  

Filed

31.2

  

Certification of Principal Financial Officer (Section 302)

  

  

  

  

  

  

  

Filed

32.1

  

Certification of Principal Executive Officer and Principal Financial Officer (Section 906)

  

  

  

  

  

  

  

Furnished*

101 INS

  

XBRL Instance Document

  

  

  

  

  

  

  

Filed

101 SCH

  

XBRL Taxonomy Extension Schema

  

  

  

  

  

  

  

Filed

101 CAL

  

XBRL Taxonomy Extension Calculation Linkbase

  

  

  

  

  

  

  

Filed

101 LAB

  

XBRL Taxonomy Extension Label Linkbase

  

  

  

  

  

  

  

Filed

101 PRE

 

XBRL Taxonomy Extension Presentation Linkbase

 

 

 

 

 

 

 

Filed

101 DEF

 

XBRL Taxonomy Extension Definition Linkbase

 

 

 

 

 

 

 

Filed

———————

*

This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.


Copies of this report (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our stockholders who make a written request to GelTech Solutions, Inc., 1460 Park Lane South, Suite 1, Jupiter, Florida 33458, Attention: Corporate Secretary.