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These terms and conditions govern your use of the website alphaminr.com and its related services.
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-3672603
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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12300 Grant Street, Thornton, CO
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80241
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $0.0001 par value per share
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OTCQB Venture Market
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Emerging growth company
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Item 1.
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Item 1A.
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Item 1B.
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Item 9A.
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Item 9B.
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Item 10.
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Item 15.
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Item 16.
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Our limited operating history and lack of profitability;
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Our ability to develop demand for, and sales of, our products;
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Our ability to attract and retain qualified personnel to implement our business plan and corporate growth strategies;
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Our ability to develop sales, marketing and distribution capabilities;
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Our ability to successfully develop and maintain strategic relationships with key partners, including OEMs, system integrators, distributors, retailers and e-commerce companies, who deal directly with end users in our target markets;
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The accuracy of our estimates and projections;
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Our ability to secure additional financing to fund our short-term and long-term financial needs;
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Our ability to maintain the listing of our common stock on the OTCQB Venture Market;
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The commencement, or outcome, of legal proceedings against us, or by us, including ongoing ligation proceedings;
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Changes in our business plan or corporate strategies;
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The extent to which we are able to manage the growth of our operations effectively, both domestically and abroad, whether directly owned or indirectly through licenses;
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The supply, availability and price of equipment, components and raw materials, including the elements needed to produce our photovoltaic modules;
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Our ability to expand and protect the intellectual property portfolio that relates to our consumer electronics, photovoltaic modules and processes;
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Our ability to implement remediation measures to address material weaknesses in internal control;
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General economic and business conditions, and in particular, conditions specific to consumer electronics and the solar power industry; and
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Other risks and uncertainties discussed in greater detail in the section captioned "Risk Factors."
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CIGS versus a-Si:
Although a-Si, like CIGS, can be deposited on a flexible substrate, its conversion efficiency, which already is generally much lower than that of CIGS, measurably degrades when it is exposed to ultraviolet light, including natural sunlight. To mitigate such degradation, manufacturers of a-Si solar cells are required to implement measures that add cost and complexity to their manufacturing processes.
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CIGS versus CdTe:
Although CdTe modules have achieved conversion efficiencies that are generally comparable to CIGS in production, we believe CdTe has never been successfully applied to a flexible substrate on a commercial scale. We believe the use of CdTe on a rigid, transparent substrate, such as glass, makes CdTe unsuitable for a number of the applications. We also believe CIGS can achieve higher conversion efficiencies than CdTe in production.
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We are a pioneer in CIGS technology with a proprietary, flexible, lightweight, high efficiency PV thin film product that positions us to penetrate a wide range of attractive high value added markets such as consumer products, off grid, portable power, transportation, defense, aerial, and other markets.
By applying CIGS to a flexible plastic substrate, we have developed a PV module that is efficient, lightweight and flexible; with the highest power-to-weight ratio in at-scale commercially available solar. The market for electronic components, such as electronic packages, casings and accessories, as well as defense portable power systems, transportation integrated applications and space and near-space solar power application solutions represent a significant premium market for the company. Relative to our thin film competitors, we believe our advantage in thin film CIGS on plastic technology provides us with a superior product offering for these strategic market segments.
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We have the ability to manufacture PV modules for different markets and for customized applications without altering our production processes.
Our ability to produce PV modules in customized shapes and sizes, or in a variety of shapes and sizes simultaneously, without interrupting production flow, provides us with flexibility in addressing target markets and product applications, and allows us to respond quickly to changing market conditions. Many of our competitors are limited by their technology and/or their manufacturing processes to a more restricted set of product opportunities.
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Our integrated, roll-to-roll manufacturing process and proprietary monolithic integration techniques provide us a potential cost advantage over our competitors.
Historically, manufacturers have formed PV modules by manufacturing individual solar cells and then interconnecting them. Our large format, roll-to-roll manufacturing process allows for integrated continuous production. In addition, our proprietary monolithic integration techniques allow us to utilize laser patterning to create interconnects, thereby creating PV modules at the same time we create PV cells. In so doing, we are able to reduce or eliminate an entire back end processing step, saving time as well as labor and manufacturing costs relative to our competitors.
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Our lightweight, powerful, and durable solar panels provide a performance advantage over our competitors.
For consumer applications where a premium is placed on the weight and profile of the product such as phone cases
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our ability to integrate our PV modules into portable packages and cases that offer the customer a lightweight and durable solution for all their portable electronics.
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Our proven research and development capabilities position us to continue the development of next generation PV modules and technologies.
Our ability to produce CIGS based PV modules on a flexible plastic substrate is the result of a concerted research and development effort that began more than twenty years ago. We continue to pursue research and development in an effort to drive efficiency improvements in our current PV modules and to work toward next generation technologies and additional applications.
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Our manufacturing process can be differentiated into two distinct functions; a front end module manufacturing process and a back end packaging process.
Our ability to produce finished unpackaged rolls of CIGS material for shipment worldwide to customers for encapsulation and integration into various products enhances our ability to work with partners internationally and domestically.
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I.
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Public Sector: Defense and Emergency Management
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II.
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Aerospace: Space and Fixed Wing UAV
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III.
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Commercial Off-grid
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IV.
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Consumer and OEM
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1.
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US Patent No. 7,271,333 entitled “Apparatus and Method of Production of Thin-Film Photovoltaic Modules” (issued September 18, 2007)
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2.
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US Patent No. 7,812,247 entitled “Flexible Photovoltaic Array With Integrated Wiring And Control Circuitry, And Associated Methods” (issued October 12, 2010; (co-owned with PermaCity Corporation)
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3.
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US Patent No. 8,021,905 entitled “Machine and Process for Sequential Multi-Sublayer Deposition of Copper Indium Gallium Diselenide Compound Semiconductors” (issued September 20, 2011)
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4.
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US Patent No. 8,124,870 entitled “Systems and Processes for Bifacial Collection and Tandem Junctions Using a Thin film Photovoltaic Device” (issued February 28, 2012)
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5.
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US Patent No. 8,207,442 entitled “Reinforcing Structures for Thin film Photovoltaic Device Substrates, and Associated Methods” (issued June 26, 2012)
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6.
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ECD No. 002180353-0001 entitled “Mobile Electronic Device Case” (issued February 12, 2013)
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7.
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ECD No. 002180353-0002 entitled “Mobile Electronic Device Case” (issued February 12, 2013)
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8.
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ECD No. 002180353-0003 entitled “Mobile Electronic Device Case” (issued February 12, 2013)
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9.
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US Patent No. 8,426,725 entitled “Apparatus and Method for Hybrid Photovoltaic Device Having Multiple, Stacked, Heterogeneous, Semiconductor Junctions” (issued April 23, 2013)
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10.
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US Patent No. 8,465,589 entitled “Machine and Process for Sequential Multi-Sublayer Deposition of Copper Indium Gallium Diselenide Compound Semiconductors” (issued June 18, 2013)
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11.
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CN Patent ZL201330040305.1 entitled “Mobile Electronic Device Case” (issued January 1, 2014)
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12.
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US Patent No. D697,502 entitled "Mobile Electronic Device Case” (issued January 14, 2014)
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13.
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KR Patent No. 30-0727960 entitled “Mobile Electronic Device Case” (issued January 28, 2014)
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14.
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US Patent No. 8,648,253 entitled “Machine and Process for Continuous, Sequential, Deposition of Semiconductor Solar Absorbers Having Variable Semiconductor Composition Deposited in Multiple Sublayers” (issued February 11, 2014)
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15.
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US Patent No. 8,716,591 entitled “Array of Monolithically Integrated Thin Film PhotoVoltaic Cells and Associated Methods” (issued May 6, 2014)
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16.
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ECD No. 001429773-0001 entitled “Mobile Handheld Electronic Device Case” (issued February 6, 2015)
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17.
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ECD No. 001429773-0002 entitled “Mobile Handheld Electronic Device Case” (issued February 6, 2015)
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18.
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ECD No. 001429773-0003 entitled “Mobile Handheld Electronic Device Case” (issued February 6, 2015)
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19.
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ECD No. 001429773-0004 entitled “Mobile Handheld Electronic Device Case” (issued February 6, 2015)
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20.
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ECD No. 001429773-0005 entitled “Mobile Handheld Electronic Device Case” (issued February 6, 2015)
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21.
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ECD No. 001429773-0006entitled “Mobile Handheld Electronic Device Case” (issued February 6, 2015)
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22.
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ECD No. 001429773-0007 entitled “Mobile Handheld Electronic Device Case” (issued February 6, 2015)
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23.
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ECD No. 002732123-0001 entitled “Portable Battery Charging Device” (issued July 7, 2015)
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24.
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ECD No. 002732123-0002 entitled “Portable Battery Charging Device” (issued July 7, 2015)
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25.
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ECD No. 002732123-0003 entitled “Portable Battery Charging Device” (issued July 7, 2015)
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26.
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ECD No. 002735159-0001 entitled “Portable Energy Storage And Distribution Device” (issued July 10, 2015)
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27.
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ECD No. 002735159-0002 entitled “Portable Energy Storage And Distribution Device” (issued July 10, 2015)
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28.
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ECD No. 002735159-0003 entitled “Portable Energy Storage And Distribution Device” (issued July 10, 2015)
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29.
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ECD No. 002735159-0004 entitled “Portable Energy Storage And Distribution Device” (issued July 10, 2015)
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30.
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US Patent 9,147,783 entitled “Apparatus and Method for Hybrid Photovoltaic Device Having Multiple, Stacked, Heterogeneous, Semiconductor Junctions” (issued September 29, 2015)
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31.
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CN Patent ZL201390000979.1 entitled “System For Housing And Powering A Battery-Operated Device And Associated Methods” (issued October 7, 2015)
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32.
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KR Patent 10-1561453 entitled “Apparatus and Method for Hybrid Photovoltaic Device Having Multiple, Stacked, Heterogeneous, Semiconductor Junctions” (issued October 13, 2015)
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33.
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US Patent No. 9,209,322 entitled “Multilayer Thin-Film Back Contact System For Flexible Photovoltaic Devices On Polymer Substrates” (issued December 8, 2015)
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34.
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US Patent No. 9,219,179 entitled “Multilayer Thin-Film Back Contact System For Flexible Photovoltaic Devices On Polymer Substrates” (issued December 22, 2015)
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35.
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CN Patent No. ZL 201530237203.8 entitled “Photovoltaic-Based Fully Integrated Portable Power System” (issued February 10, 2016)
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36.
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TW Patent No. I526630 entitled “Subtractive Hinge and Associated Methods” (March 21, 2016)
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37.
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US Patent No. 9,349,905 entitled “Hybrid Multi-Junction Photovoltaic Cells And Associated Methods” (May 24, 2016)
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38.
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TW Patent No. I536592 entitled “Photovoltaic Assembly and Associated Methods” (June 1, 2016)
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39.
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KR Patent No. 30-0860220 entitled “Photovoltaic-Based Fully Integrated Portable Equipment For Control of Electric Power” (June 16, 2016)
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40.
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CN Patent No. ZL 201180067131.6 entitled “Apparatus and Method for Hybrid Photovoltaic Device Having Multiple, Stacked, Heterogeneous, Semiconductor Junctions” (August 10, 2016)
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41.
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CN Patent No. ZL201380012566.X entitled “Subtractive Hinge And Associated Methods” (August 24, 2016)
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1.
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"Flexible Photovoltaic Array with Integrated Wiring and Control Circuitry, and Associated Methods" (US 12/901,963) (filed October 11, 2010) (co-owned with PermaCity Corporation)
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2.
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“Cd-Free, Oxide Buffer Layers for Thin Film CIGS Solar Cells By Chemical Solution Deposition Methods” (US 13/227,935) (filed September 8, 2011)
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3.
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“Systems and Processes for Bifacial Collection and Tandem Junctions Using a Thin film Photovoltaic Device” (US 13/406,376) (filed February 27, 2012)
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4.
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“Multilayer Thin Film Back Contact System for Flexible Photovoltaic Devices on Polymer Substrates” (US 13/572,387) (filed August 10, 2012)
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5.
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“Multilayer Thin Film Back Contact System for Flexible Photovoltaic Devices on Polymer Substrates” (PCT/US2012/050398) (filed August 10, 2012)
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6.
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“Multilayer Thin Film Back Contact System for Flexible Photovoltaic Devices on Polymer Substrates” (CN 201280047345.1) (filed August 10, 2012)
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7.
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“Apparatus and Method for Hybrid Photovoltaic Device Having Multiple, Stacked, Heterogeneous, Semiconductor Junctions” (EP 11804861.0) (filed December 13, 2011)
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8.
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“Apparatus and Method for Hybrid Photovoltaic Device Having Multiple, Stacked, Heterogeneous, Semiconductor Junctions” (CN 201180067131.6) (filed December 13, 2011)
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9.
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“Subtractive Hinge and Associated Methods (US 13/783,336) (filed March 3, 2013)
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10.
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“Subtractive Hinge and Associated Methods (PCT/US 2013/28,929) (filed March 4, 2013)
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11.
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“Subtractive Hinge and Associated Methods (CN 201380012566.X) (filed March 4, 2013)
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12.
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“Subtractive Hinge and Associated Methods (EP 13758462.9) (filed March 4, 2013)
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13.
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“System For Housing And Powering A Battery-Operated Device And Associated Methods” (US 13/802,713) (filed March 14, 2013)
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14.
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“System For Housing And Powering A Battery-Operated Device And Associated Methods” (US 13/802,719) (filed March 14, 2013)
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15.
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“System For Housing And Powering A Battery-Operated Device And Associated Methods” (PCT/US2013/34988) (filed April 2, 2013)
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16.
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“Photovoltaic Assembly and Associated Methods” ( US 14/038096) (filed September 26, 2013)
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17.
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“Photovoltaic Assembly and Associated Methods” (PCT/US2013/62355) (filed September 27, 2013)
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18.
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“Photovoltaic Assembly and Associated Methods” (CN 201380060351.5) (filed September 27, 2013)
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19.
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“Photovoltaic Assembly and Associated Methods” (EP 13840976.8) (filed September 27, 2013)
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20.
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“Flexible High-Voltage Adaptable Current Photovoltaic Modules and Associated Methods” (US 14/041,886) (filed September 30, 2013)
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21.
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“Hybrid Multi-Junction Photovoltaic Cells And Associated Methods” (US 14/100,960) (filed December 9, 2013)
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22.
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“System For Housing And Powering A Battery-Operated Device And Associated Methods” (PCT/US2013/74936) (filed December 13, 2013)
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23.
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“Systems And Methods For Thermally Managing High-Temperature Processes On Temperature Sensitive Substrates” (US 14/150,376) (filed January 8, 2014)
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24.
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“Systems And Methods For Thermally Managing High-Temperature Processes On Temperature Sensitive Substrates” (PCT/US2014/10867) (filed January 8, 2014)
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25.
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“Systems And Methods For Thermally Managing High-Temperature Processes On Temperature Sensitive Substrates” (CN 201480004408.4) (filed January 8, 2014)
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26.
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“Systems And Methods For Thermally Managing High-Temperature Processes On Temperature Sensitive Substrates” (EP 14738271.7) (filed January 8, 2014)
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27.
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“Multilayer Thin-Film Back Contact System For Flexible Photovoltaic Devices On Polymer Substrates” (PCT/US15/20184) (filed March 12, 2015)
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28.
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“Array Of Monolithically Integrated Thin Film Photovoltaic Cells And Associated Methods” (14/252,485) (filed April 14, 2014)
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29.
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“Subtractive Hinge And Associated Methods” (EP 13758462.9) (filed March 4, 2013)
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30.
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“Photovoltaic Assembly and Associated Methods” (EP 13840976.8) (filed September 27, 2013)
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31.
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“Systems And Methods For Thermally Managing High-Temperature Processes On Temperature Sensitive Substrates” (CN 201480004408.4) (filed January 9, 2014)
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32.
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“Systems And Methods For Thermally Managing High-Temperature Processes On Temperature Sensitive Substrates” (EP 14738271.7 ) (filed January 9, 2014)
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33.
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“Multilayer Thin-Film Back Contact System For Flexible Photovoltaic Devices On Polymer Substrates” (US 14/932,933) (filed November 4, 2015)
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34.
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“Photovoltaic-Based Fully Integrated Portable Power Systems” (PCT/US16/12047) (filed January 4, 2016)
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35.
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“Photovoltaic-Based Fully Integrated Portable Power System” (US 14/987,214) (filed January 4, 2016)
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36.
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“Systems and Processes for Bifacial Collection and Tandem Junctions Using a Thin-Film Photovoltaic Device” (US 15/099,835) (filed April 15, 2016)
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37.
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“Photovoltaic-Based Fully Integrated Portable Power Management And Networking System” (PCT/US16/25647) (filed April 1, 2016)
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38.
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“Photovoltaic-Based Fully Integrated Portable Power Management And Networking System” (US 15/089,028) (filed April 1, 2016)
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39.
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“Photovoltaic Device and Method of Manufacturing Same” (CN 201610416638.2) (filed December 13, 2011)
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40.
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“Multilayer Thin-Film Back Contact System For Flexible Photovoltaic Devices On Polymer Substrates” (US 15/258,169) (filed September 7, 2016)
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We can generate customer acceptance of and demand for our products;
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We successfully ramp up commercial production on the equipment installed;
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Our products are successfully and timely certified for use in our target markets;
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We successfully operate production tools to achieve the efficiencies, throughput and yield necessary to reach our cost targets;
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The products we design are saleable at a price sufficient to generate profits;
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We raise sufficient capital to enable us to reach a level of sales sufficient to achieve profitability on terms favorable to us;
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We are able to successfully design, manufacture, market, distribute and sell our products;
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We effectively manage the planned ramp up of our operations;
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We successfully develop and maintain strategic relationships with key partners, including OEMs, system integrators and distributors, retailers and e-commerce companies, who deal directly with end users in our target markets;
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Our ability to maintain the listing of our common stock on the OTCQB Venture Market;
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Our ability to achieve projected operational performance and cost metrics;
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Our ability to enter into commercially viable licensing, joint venture, or other commercial arrangements; and
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The availability of raw materials.
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Difficulty in procuring supplies and supply contracts abroad;
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Difficulty in enforcing agreements in foreign legal systems;
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Foreign countries imposing additional withholding taxes or otherwise taxing our foreign income, imposing tariffs or adopting other restrictions on foreign trade and investment, including currency exchange controls;
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Inability to obtain, maintain or enforce intellectual property rights;
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Risk of nationalization;
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Changes in general economic and political conditions in the countries in which we may operate, including changes in the government incentives we might rely on;
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Unexpected adverse changes in foreign laws or regulatory requirements, including those with respect to environmental protection, export duties and quotas;
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Difficulty with staffing and managing widespread operations;
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Trade barriers such as export requirements, tariffs, taxes and other restrictions and expenses, which could increase the prices of our products and make us less competitive in some countries; and
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Difficulty of, and costs relating to, compliance with the different commercial and legal requirements of the international markets in which we plan to offer and sell our PV products.
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Faulty human judgment and simple errors, omissions or mistakes;
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Fraudulent action of an individual or collusion of two or more people;
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Inappropriate management override of procedures; and
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•
|
The possibility that any enhancements to controls and procedures may still not be adequate to assure timely and accurate financial information.
|
|
•
|
Authorizing the issuance of “blank check” preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval;
|
|
•
|
Dividing our Board into three classes;
|
|
•
|
Limiting the removal of directors by the stockholders; and
|
|
•
|
Limiting the ability of stockholders to call a special meeting of stockholders.
|
|
|
|
High
|
|
Low
|
||||
|
Fiscal 2015
|
|
|
|
|
||||
|
First Quarter
|
|
$
|
41.60
|
|
|
$
|
11.20
|
|
|
Second Quarter
|
|
$
|
24.40
|
|
|
$
|
10.40
|
|
|
Third Quarter
|
|
$
|
12.80
|
|
|
$
|
2.00
|
|
|
Fourth Quarter
|
|
$
|
5.20
|
|
|
$
|
2.20
|
|
|
Fiscal 2016
|
|
|
|
|
||||
|
First Quarter
|
|
$
|
56.40
|
|
|
$
|
21.00
|
|
|
Second Quarter
|
|
$
|
1.26
|
|
|
$
|
0.41
|
|
|
Third Quarter
|
|
$
|
0.07
|
|
|
$
|
0.01
|
|
|
Fourth Quarter (1)
|
|
$
|
0.02
|
|
|
$
|
—
|
|
|
•
|
Our ability to generate customer acceptance of and demand for our products;
|
|
•
|
Successful ramping up of commercial production on the equipment installed;
|
|
•
|
Our products are successfully and timely certified for use in our target markets;
|
|
•
|
Successful operating of production tools to achieve the efficiencies, throughput and yield necessary to reach our cost targets;
|
|
•
|
Our ability to raise sufficient capital to enable us to reach a level of sales sufficient to achieve profitability on terms favorable to us;
|
|
•
|
Our ability to successfully develop and maintain strategic relationships with key partners, including OEMs, system integrators, distributors, retailers and e-commerce companies, who deal directly with end users in our target markets;
|
|
•
|
Our ability to maintain the listing of our common stock on the OTCQB Venture Market;
|
|
•
|
Our ability to implement remediation measures to address material weaknesses in internal control;
|
|
•
|
Our ability to achieve projected operational performance and cost metrics;
|
|
•
|
Our ability to enter into commercially viable licensing, joint venture, or other commercial arrangements; and
|
|
•
|
Availability of raw materials.
|
|
1.
|
The Company’s exit from brick and mortar retail customers due to a number of factors, including the high cost of doing business especially with those who were overly battery centric, which is no longer in line with the Company's overall strategy;
|
|
2.
|
Continuous price erosion witnessed in the portable battery market resulting from a huge influx of low cost products from Asia;
|
|
3.
|
Large charged-back & revenue contras from prior commitments resulting from discontinuation of EnerPlex™ sales channels;
|
|
4.
|
The bankruptcy filed by one of our large retail customers;
|
|
5.
|
An overall negative retail environment (especially for brick and mortar retailers) during 2016;
|
|
6.
|
Changes in commercial terms from our largest EnerPlex customer that caused revenue recognition to be delayed to later quarters; and
|
|
7.
|
Capital constraints and cost-cutting measures implemented by the Company, necessitated by the more difficult capital raising conditions following its delisting from the Nasdaq Capital Market in February 2016.
|
|
1.
|
Materials and Equipment Related expenses decreased
$134,000
for the year ended
December 31, 2016
as compared to the year ended
December 31, 2015
. The decrease is primarily due to the decrease in production and product sales for the year ended
December 31, 2016
.
|
|
2.
|
Personnel related expenses increased
$233,000
as compared to
2015
. The overall increase in personnel related costs was primarily due to the conversion of contractors from the consulting and contract services category to the personnel related expenses category for the year ended
December 31, 2016
.
|
|
3.
|
Consulting and Contract Services decreased by
$321,000
from the prior year. The decrease in expense as compared to the prior year was primarily attributed to a combination of hiring some of the contractors, which moved the expense to personnel and attrition from the decrease in production for the year ended
December 31, 2016
.
|
|
4.
|
Facility Related Expenses increased
$173,000
during the twelve months ended
December 31, 2016
. The increase is due to the fact that a lower percentage of some overhead costs are included in the Cost of Revenue line item for the year ended
December 31, 2016
because of reduced production.
|
|
5.
|
Other miscellaneous administrative expenses decreased
$36,000
during the twelve months ended
December 31, 2016
contributing to the overall decrease of research, development and manufacturing operations costs.
|
|
1.
|
Personnel related costs decreased
$449,000
during the twelve months ended
December 31, 2016
. The overall decrease in personnel related costs was primarily due to a reduction in headcount on the corporate level and reduced subsidiary costs of $568,000, offset by an increase in non-cash stock compensation expense of $103,000.
|
|
2.
|
Marketing and related expenses decreased
$1,291,000
as compared to the prior year. This decrease was primarily due to the reduction in certain customer promotions of $945,000, a reduction of retail kiosk operations of $80,000, a reduction in trade show costs of $151,000 and a reduction in sponsorships of $171,000, offset by an increase in promotions for new customers of $131,000.
|
|
3.
|
Legal expenses increased by
$237,000
from the prior year. The increase in legal expenses is primarily due to a patent infringement case that occurred and was settled in 2016.
|
|
4.
|
Consulting and contract services decreased
$575,000
during the twelve months ended
December 31, 2016
due to decreased staffing costs associated with our retail kiosks along with decreases in design and customer relations consultants in Asia, offset by increases in investor consulting and fees.
|
|
1.
|
Interest Expense decreased
$18,646,000
as compared to
2015
. The decrease is due to non-cash interest expense and amortization of debt discounts related to the Company's termination of certain convertible notes, offset by the non-cash interest and amortization of debt discounts of new preferred stock and convertible notes, The non-cash portion of interest expense for the year ended
December 31, 2016
was
$7,304,000
.
|
|
2.
|
Deemed (non-cash) Interest Expense on Warrant Liability decreased
$909,000
during the year ended
December 31, 2016
due to zero warrants being issued in connection with our financing transactions during 2016 as compared to 2015. See the accompanying footnotes for details on financing transactions.
|
|
3.
|
Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net fluctuated
$15,869,000
as compared to the year ended
December 31, 2015
, resulting in a net loss as of
December 31, 2016
. The fluctuation in this non-cash item primarily relates to our extinguishments and conversions of certain preferred stock and convertible liabilities. See the accompanying footnotes for details on financing transactions.
|
|
|
(Increase) decrease
in Net Loss
For the Year Ended
December 31, 2016
Compared to the Year Ended
December 31, 2015
|
||
|
Revenues
|
$
|
(4,790,000
|
)
|
|
Cost of Revenue
|
3,719,000
|
|
|
|
Research, development and manufacturing operations
|
|
||
|
Materials and Equipment Related Expenses
|
134,000
|
|
|
|
Personnel Related Expenses
|
(233,000
|
)
|
|
|
Consulting and Contract Services
|
321,000
|
|
|
|
Facility Related Expenses
|
(173,000
|
)
|
|
|
Other Miscellaneous Costs
|
36,000
|
|
|
|
Selling, general and administrative expenses
|
|
||
|
Personnel Related Expenses
|
449,000
|
|
|
|
Marketing Related Expenses
|
1,291,000
|
|
|
|
Legal Expenses
|
(237,000
|
)
|
|
|
Public Company Costs
|
172,000
|
|
|
|
Consulting and Contract Services
|
575,000
|
|
|
|
Other Miscellaneous Costs
|
(192,000
|
)
|
|
|
Depreciation and Amortization Expense
|
2,033,000
|
|
|
|
Impairment loss
|
13,000
|
|
|
|
Other Income/Expense
|
|
||
|
Interest Expense
|
18,646,000
|
|
|
|
Other Income/Expense
|
143,000
|
|
|
|
Deemed (non-cash) Interest Expense on Warrant Liability
|
909,000
|
|
|
|
Non-Cash Change in Fair Value of Derivative Liabilities and Gain/Loss on Extinguishment of Liabilities, net
|
(15,869,000
|
)
|
|
|
Decrease to Net Loss
|
$
|
6,947,000
|
|
|
|
|
|
|
Payments Due by Year
(in thousands)
|
||||||||||||||||
|
Contractual Obligations
|
|
Total
|
|
Less Than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than
5 Years
|
||||||||||
|
Long-term debt obligations
|
|
$
|
8,221
|
|
|
$
|
520
|
|
|
$
|
2,081
|
|
|
$
|
1,387
|
|
|
$
|
4,233
|
|
|
Litigation Settlement
|
|
$
|
350
|
|
|
350
|
|
|
|
|
|
|
|
|||||||
|
Operating lease obligations
|
|
14
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Purchase obligations
|
|
684
|
|
|
684
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Total
|
|
$
|
9,269
|
|
|
$
|
1,568
|
|
|
$
|
2,081
|
|
|
$
|
1,387
|
|
|
$
|
4,233
|
|
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
|
|
•
|
provide reasonable assurance transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
|
|
•
|
The Company was understaffed and did not have sufficiently trained resources with the technical expertise to research and account for the Company's complex capitalization and multiple complex capital raising and equity transactions. This deficiency arose primarily from staff turnover including the Company’s failure to more quickly replace its Director of Financial Planning and Reporting, who left the Company for a new position in November, 2016.
|
|
•
|
Accounting for the Company's convertible debt and preferred stock transactions was lacking for the preparation of the December 31, 2016 financial statements. Many of the special accounting issues specific to debt and equity financing have become increasingly complex and time-consuming, and require extensive expertise to ensure that the accounting and reporting are accurate and in accordance with applicable standards. Given the numerous complex convertible equity financing transactions engaged in by the Company during 2016, the relevant accounting standards require the calculation, monitoring, recalculation and “marking to market” of a wide variety of derivative securities instruments that are deemed to arise from such financing transactions. These complex derivatives calculations are used in order to calculate the intrinsic value of the financial instruments and affect the short term embedded derivative liabilities line item on the Company’s balance sheet and in the change in fair value of derivatives and gain/loss on extinguishment of liabilities line item on the Company’s consolidated statement of operations. As the calculations in question relate to non-cash transactions, there was no impact on the Company's cash, current assets, revenues, operating results, or cash flows.
|
|
•
|
In March 2017, the Company hired a Director of Financial Planning and Reporting with the technical expertise to research and account for the Company's complex capital raising and financial transactions. In addition, the Company will be evaluating its personnel needs and other resources to ensure appropriate staffing and enhance its research and technical accounting knowledge base.
|
|
•
|
The Company will design and implement additional procedures in order to assure that the Director, Financial Planning and Reporting and other audit/accounting personnel are more involved with the Company’s financing activities to monitor and earlier identify accounting issues that may be raised by the Company’s ongoing financing activities.
|
|
|
|
Number of securities
to be issued upon
exercise of outstanding
options, warrants and
rights (1)
|
|
Weighted average
exercise price of
outstanding
options, warrants and
rights
|
|
Number of securities
remaining available
for future issuance
under equity
compensation plans
|
||||||||
|
Equity compensation plans approved by security holders
|
|
67,014
|
|
|
|
|
$
|
41.98
|
|
|
|
685,323
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
(1)
|
This column does not include 164,119 restricted stock awards or units.
|
|
(1)
|
Financial Statements—See Index to Financial Statements at Item 8 of the Annual Report on Form 10-K.
|
|
(2)
|
Financial Statement Schedules—Supplemental schedules are not provided because of the absence of conditions under which they are required or because the required information is given in the financial statements or notes thereto.
|
|
(3)
|
Exhibits: See Item 15(b) below.
|
|
ASCENT SOLAR TECHNOLOGIES, INC.
|
||
|
|
|
|
|
By:
|
|
/S/ V
ICTOR
L
EE
|
|
|
|
Lee Kong Hian (aka Victor Lee)
President and Chief Executive Officer
|
|
|
|
|
|
|
|
Signature
|
|
Capacities
|
|
Date
|
|
|
|
|
|
|
|
/
S
/ V
ICTOR
L
EE
|
|
President & Chief Executive Officer and a Director
(principal executive officer, and principal financial officer and accounting officer)
|
|
April 17, 2017
|
|
Lee Kong Hian (aka Victor Lee)
|
|
|
|
|
|
|
|
|
|
|
|
/
S
/ A
MIT
K
UMAR
|
|
Chairman of the Board of Directors
|
|
April 17, 2017
|
|
Amit Kumar, Ph.D.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
|
|
Xu Biao (aka Winston Xu)
|
|
|
|
|
|
|
|
|
|
|
|
/
S
/ T
OMAS
M
ARSH
|
|
Director
|
|
April 17, 2017
|
|
G. Thomas Marsh
|
|
|
|
|
|
|
|
|
|
|
|
/
S
/ K
IM
J. H
UNTLEY
|
|
Director
|
|
April 17, 2017
|
|
Kim J. Huntley
|
|
|
|
|
|
|
|
/s/
HEIN & ASSOCIATES LLP
|
|
|
|
Denver, Colorado
|
|
April 17, 2017
|
|
|
|
December 31,
2016 |
|
December 31,
2015 |
||||
|
ASSETS
|
|
|
|
|
||||
|
Current Assets:
|
|
|
|
|
||||
|
Cash and cash equivalents
|
|
$
|
130,946
|
|
|
$
|
326,217
|
|
|
Trade receivables, net
|
|
549,204
|
|
|
1,992,885
|
|
||
|
Inventories
|
|
2,569,816
|
|
|
4,272,380
|
|
||
|
Prepaid expenses and other current assets
|
|
983,796
|
|
|
1,394,780
|
|
||
|
Total current assets
|
|
4,233,762
|
|
|
7,986,262
|
|
||
|
Property, Plant and Equipment:
|
|
36,639,460
|
|
|
37,575,736
|
|
||
|
Less accumulated depreciation and amortization
|
|
(30,983,448
|
)
|
|
(28,484,708
|
)
|
||
|
|
|
5,656,012
|
|
|
9,091,028
|
|
||
|
Other Assets:
|
|
|
|
|
||||
|
Patents, net of accumulated amortization of $279,143 and $169,626, respectively
|
|
1,647,505
|
|
|
1,567,567
|
|
||
|
Other non-current assets
|
|
77,562
|
|
|
105,313
|
|
||
|
|
|
1,725,067
|
|
|
1,672,880
|
|
||
|
Total Assets
|
|
$
|
11,614,841
|
|
|
$
|
18,750,170
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
|
Current Liabilities:
|
|
|
|
|
||||
|
Accounts payable
|
|
$
|
4,902,471
|
|
|
$
|
3,625,322
|
|
|
Related party payables
|
|
214,903
|
|
|
—
|
|
||
|
Accrued expenses
|
|
1,469,684
|
|
|
1,713,935
|
|
||
|
Current portion of long-term debt
|
|
243,113
|
|
|
348,722
|
|
||
|
Current portion of convertible note payable, net of discount of $0 and $22,484, respectively
|
|
—
|
|
|
30,036
|
|
||
|
Promissory Notes
|
|
1,430,000
|
|
|
500,493
|
|
||
|
September 2015 fixed rate convertible notes, net of discount of $0 and $1,237,500, respectively
|
|
—
|
|
|
811,773
|
|
||
|
Current portion of litigation settlement
|
|
339,481
|
|
|
541,255
|
|
||
|
Series E preferred stock, net of discount of $63,640 and $1,231,737, respectively
|
|
56,360
|
|
|
1,090,847
|
|
||
|
Series F preferred stock
|
|
160,001
|
|
|
—
|
|
||
|
Series G preferred stock, net of discount of $699,674 and $0, respectively
|
|
408,326
|
|
|
—
|
|
||
|
July 2016 (Series H) convertible notes, net of discount of $1,634,357 and $0, respectively
|
|
1,159,610
|
|
|
—
|
|
||
|
Series I exchange notes, net of discount of $199,474 and $0, respectively
|
|
26,597
|
|
|
—
|
|
||
|
October 2016 convertible notes, net of discount of $264,000 and $0, respectively
|
|
66,000
|
|
|
—
|
|
||
|
TFG promissory notes, net of discount of $59,658 and $0, respectively
|
|
542,808
|
|
|
—
|
|
||
|
Short term embedded derivative liabilities
|
|
6,578,154
|
|
|
613,834
|
|
||
|
Make-whole dividend liability
|
|
500,176
|
|
|
849,560
|
|
||
|
Total current liabilities
|
|
18,097,684
|
|
|
10,125,777
|
|
||
|
Accrued Litigation Settlement, net of current portion
|
|
—
|
|
|
339,505
|
|
||
|
Long-Term Debt
|
|
5,281,776
|
|
|
5,442,194
|
|
||
|
Accrued Warranty Liability
|
|
176,457
|
|
|
264,000
|
|
||
|
Commitments and Contingencies (Notes 4 & 24)
|
|
|
|
|
||||
|
Redeemable Preferred Stock:
|
|
|
|
|
||||
|
Series J preferred stock: 1,350 shares authorized; 1,350 and 0 issued and outstanding as of December 31, 2016 and December 31, 2015, respectively
|
|
1,350,000
|
|
|
—
|
|
||
|
Series J-1 preferred stock: 700 shares authorized; 700 and 0 issued and outstanding as of December 31, 2016 and December 31, 2015, respectively
|
|
700,000
|
|
|
—
|
|
||
|
Stockholders’ Equity:
|
|
|
|
|
||||
|
Series A preferred stock, $.0001 par value; 750,000 shares authorized and issued; 125,044 and 212,390 shares outstanding as of December 31, 2016 and December 31, 2015, respectively ($1,500,528 and $2,548,680 Liquidation Preference)
|
|
13
|
|
|
21
|
|
||
|
Common stock, $0.0001 par value, 2,000,000,000 shares authorized; 554,223,320 and 7,759,844 shares issued and outstanding as of December 31, 2016 and December 31, 2015, respectively
|
|
55,422
|
|
|
15,520
|
|
||
|
Additional paid in capital
|
|
369,886,065
|
|
|
347,644,947
|
|
||
|
Accumulated deficit
|
|
(383,932,576
|
)
|
|
(345,081,794
|
)
|
||
|
Total stockholders’ equity (deficit)
|
|
(13,991,076
|
)
|
|
2,578,694
|
|
||
|
Total Liabilities and Stockholders’ Equity
|
|
$
|
11,614,841
|
|
|
$
|
18,750,170
|
|
|
|
|
|
|||||||
|
|
|
For the Years Ended December 31,
|
|||||||
|
|
|
2016
|
|
2015
|
|
||||
|
Revenues
|
|
1,747,356
|
|
|
6,536,992
|
|
|
||
|
Costs and Expenses
|
|
|
|
|
|
||||
|
Cost of revenues (exclusive of depreciation shown below)
|
|
5,843,872
|
|
|
9,562,528
|
|
|
||
|
Research, development and manufacturing operations (exclusive of depreciation shown below)
|
|
6,627,249
|
|
|
6,711,813
|
|
|
||
|
Selling, general and administrative (exclusive of depreciation shown below)
|
|
10,304,779
|
|
|
12,363,037
|
|
|
||
|
Depreciation and amortization
|
|
3,600,007
|
|
|
5,633,428
|
|
|
||
|
Impairment loss
|
|
—
|
|
|
12,570
|
|
|
||
|
Total Costs and Expenses
|
|
26,375,907
|
|
|
34,283,376
|
|
|
||
|
Loss from Operations
|
|
(24,628,551
|
)
|
|
(27,746,384
|
)
|
|
||
|
Other Income/(Expense)
|
|
|
|
|
|
||||
|
Other Income/(Expense), net
|
|
82,772
|
|
|
(60,294
|
)
|
|
||
|
Interest Expense
|
|
(7,902,926
|
)
|
|
(26,549,098
|
)
|
|
||
|
Deemed interest expense on warrant liability
|
|
—
|
|
|
(909,092
|
)
|
|
||
|
Change in fair value of derivatives and gain/(loss) on extinguishment of liabilities, net
|
|
(6,402,077
|
)
|
|
9,467,070
|
|
|
||
|
Total Other Income/(Expense)
|
|
(14,222,231
|
)
|
|
(18,051,414
|
)
|
|
||
|
Net Loss
|
|
$
|
(38,850,782
|
)
|
|
$
|
(45,797,798
|
)
|
|
|
|
|
|
|
|
|
||||
|
Net Loss Per Share (Basic and diluted)
|
|
$
|
(0.42
|
)
|
|
$
|
(0.86
|
)
|
|
|
Weighted Average Common Shares Outstanding (Basic and diluted)
|
|
93,005,062
|
|
|
53,475,729
|
|
|
||
|
|
|
Common Stock
|
|
Series A Preferred Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Deficit
|
|
Total
Stockholders’
Equity
|
||||||||||||||||
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||
|
Balance, December 31, 2014
|
|
910,555
|
|
|
$
|
91
|
|
|
212,390
|
|
|
$
|
21.24
|
|
|
$
|
306,948,874
|
|
|
$
|
(299,283,996
|
)
|
|
7,664,990
|
|
|
|
Proceeds from private placement: Common stock
|
|
100,000
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
1,999,990
|
|
|
—
|
|
|
2,000,000
|
|
|||||
|
Conversion of Series D Preferred Stock into Common Shares
|
|
73,299
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
813,985
|
|
|
—
|
|
|
813,992
|
|
|||||
|
Conversion of Series D-1 Preferred Stock into Common Shares
|
|
115,291
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
3,169,337
|
|
|
—
|
|
|
3,169,349
|
|
|||||
|
Conversion of Convertible Notes into Common Shares
|
|
4,775,862
|
|
|
478
|
|
|
—
|
|
|
—
|
|
|
25,557,442
|
|
|
—
|
|
|
25,557,920
|
|
|||||
|
Conversion of Series E Preferred Stock into Common Shares
|
|
247,879
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
745,891
|
|
|
—
|
|
|
745,916
|
|
|||||
|
Common Shares sold pursuant to the Committed Equity Line
|
|
842,546
|
|
|
84
|
|
|
—
|
|
|
—
|
|
|
1,999,916
|
|
|
—
|
|
|
2,000,000
|
|
|||||
|
Conversion of Right Shares into Common Shares
|
|
415,000
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
2,904,958
|
|
|
—
|
|
|
2,905,000
|
|
|||||
|
Interest and Dividends paid with Common Stock
|
|
191,190
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
1,034,516
|
|
|
—
|
|
|
1,034,535
|
|
|||||
|
Issuance of Restricted Stock
|
|
12,918
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||||
|
Common Stock Issued to Placement Agent
|
|
6,610
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
108,979
|
|
|
—
|
|
|
108,980
|
|
|||||
|
Commitment Shares
|
|
43,000
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
53,996
|
|
|
—
|
|
|
54,000
|
|
|||||
|
Common shares issued in payment of consulting expenses
|
|
25,694
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
89,996
|
|
|
—
|
|
|
89,999
|
|
|||||
|
Stock based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
856,811
|
|
|
—
|
|
|
856,811
|
|
|||||
|
Beneficial Conversion Feature related to the September 2015 Convertible Notes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,375,000
|
|
|
—
|
|
|
1,375,000
|
|
|||||
|
Net Loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45,797,798
|
)
|
|
(45,797,798
|
)
|
|||||
|
Balance, December 31, 2015
|
|
7,759,844
|
|
|
$
|
777
|
|
|
212,390
|
|
|
$
|
21.24
|
|
|
$
|
347,659,690
|
|
|
$
|
(345,081,794
|
)
|
|
$
|
2,578,694
|
|
|
|
|
Common Stock
|
|
Series A Preferred Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Deficit
|
|
Total
Stockholders’
Equity (Deficit)
|
||||||||||||||||
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||
|
Balance, December 31, 2015
|
|
7,759,844
|
|
|
$
|
777
|
|
|
212,390
|
|
|
$
|
21
|
|
|
$
|
347,659,690
|
|
|
$
|
(345,081,794
|
)
|
|
$
|
2,578,694
|
|
|
Conversion of Convertible Notes into Common Shares
|
|
48,993
|
|
|
5
|
|
|
|
|
|
|
|
$
|
58,818
|
|
|
—
|
|
|
58,823
|
|
|||||
|
Common Shares sold pursuant to the Committed Equity Line
|
|
525,454
|
|
|
52
|
|
|
|
|
|
|
|
|
1,056,095
|
|
|
—
|
|
|
1,056,147
|
|
|||||
|
Conversion of Right Shares into Common Shares
|
|
2,052,865
|
|
|
205
|
|
|
|
|
|
|
|
|
1,346,795
|
|
|
—
|
|
|
1,347,000
|
|
|||||
|
Interest and Dividend Expense paid with Common Stock
|
|
18,575,710
|
|
|
1,858
|
|
|
|
|
|
|
|
|
254,922
|
|
|
—
|
|
|
256,780
|
|
|||||
|
Issuance of Restricted Stock
|
|
183,230
|
|
|
18
|
|
|
|
|
|
|
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|||||
|
Commitment Shares
|
|
107,000
|
|
|
11
|
|
|
|
|
|
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|||||
|
Conversion of Series A Preferred Stock into Common Shares, plus make-whole
|
|
6,942,936
|
|
|
694
|
|
|
(46,849
|
)
|
|
(4
|
)
|
|
222,099
|
|
|
—
|
|
|
222,789
|
|
|||||
|
Conversion of Series E Preferred Stock into Common Shares
|
|
41,895,161
|
|
|
4,189
|
|
|
|
|
|
|
|
|
3,414,032
|
|
|
—
|
|
|
3,418,221
|
|
|||||
|
Conversion of Series F Preferred Stock into Common Shares
|
|
113,059,991
|
|
|
11,306
|
|
|
|
|
|
|
|
|
9,920,148
|
|
|
—
|
|
|
9,931,454
|
|
|||||
|
Conversion of Series G Preferred Stock into Common Shares
|
|
234,409,413
|
|
|
23,441
|
|
|
|
|
|
|
|
|
1,472,955
|
|
|
—
|
|
|
1,496,396
|
|
|||||
|
Conversion of Series I Preferred Stock into Common Shares
|
|
6,988,353
|
|
|
699
|
|
|
|
|
|
|
|
|
2,532,718
|
|
|
—
|
|
|
2,533,417
|
|
|||||
|
Conversion of Series I Convertible Notes into Common Shares
|
|
14,816,862
|
|
|
1,481
|
|
|
|
|
|
|
|
|
159,345
|
|
|
—
|
|
|
160,826
|
|
|||||
|
Conversion of July 2016 Convertible Notes into Common Shares
|
|
64,000,000
|
|
|
6,400
|
|
|
|
|
|
|
|
|
245,280
|
|
|
—
|
|
|
251,680
|
|
|||||
|
Conversion of October 2016 Convertible Notes into Common Shares, plus make-whole
|
|
42,857,508
|
|
|
4,286
|
|
|
(40,497
|
)
|
|
(4
|
)
|
|
173,288
|
|
|
—
|
|
|
177,570
|
|
|||||
|
Stock based compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
888,348
|
|
|
|
|
888,348
|
|
||||||
|
Beneficial Conversion Feature related to Series G and Series I Preferred Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
481,561
|
|
|
|
|
481,561
|
|
||||||
|
Net Loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(38,850,782
|
)
|
|
(38,850,782
|
)
|
|||||||
|
Balance, December 31, 2016
|
|
554,223,320
|
|
|
$
|
55,422
|
|
|
125,044
|
|
|
$
|
13
|
|
|
$
|
369,886,065
|
|
|
$
|
(383,932,576
|
)
|
|
$
|
(13,991,076
|
)
|
|
|
|
For the Years Ended
|
|
||||||
|
|
|
December 31,
|
|
||||||
|
|
|
2016
|
|
2015
|
|
||||
|
Operating Activities:
|
|
|
|
|
|
||||
|
Net loss
|
|
$
|
(38,850,782
|
)
|
|
$
|
(45,797,798
|
)
|
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||||
|
Depreciation and amortization
|
|
3,600,007
|
|
|
5,633,428
|
|
|
||
|
Stock based compensation
|
|
888,348
|
|
|
856,811
|
|
|
||
|
Common stock issued for services
|
|
—
|
|
|
89,999
|
|
|
||
|
Realized loss (gain) on sale of assets
|
|
(82,772
|
)
|
|
—
|
|
|
||
|
Amortization of financing costs
|
|
137,111
|
|
|
362,996
|
|
|
||
|
Impairment loss
|
|
—
|
|
|
12,570
|
|
|
||
|
Non-cash interest expense
|
|
948,901
|
|
|
1,439,425
|
|
|
||
|
Amortization of debt discount
|
|
6,214,060
|
|
|
23,968,539
|
|
|
||
|
Loss on Note Receivable
|
|
—
|
|
|
99,000
|
|
|
||
|
Loss on Joint Venture
|
|
—
|
|
|
128,709
|
|
|
||
|
Bad debt expense
|
|
122,416
|
|
|
77,524
|
|
|
||
|
Accrued litigation settlement
|
|
(541,279
|
)
|
|
(493,732
|
)
|
|
||
|
Deemed interest expense on warrant liability
|
|
—
|
|
|
909,092
|
|
|
||
|
Change in fair value of derivatives and loss on extinguishment of liabilities, net
|
|
6,402,077
|
|
|
(9,467,070
|
)
|
|
||
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||
|
Accounts receivable
|
|
1,321,265
|
|
|
711,696
|
|
|
||
|
Inventories
|
|
1,702,564
|
|
|
(1,845,168
|
)
|
|
||
|
Prepaid expenses and other current assets
|
|
379,374
|
|
|
248,781
|
|
|
||
|
Accounts payable
|
|
1,492,053
|
|
|
2,055,575
|
|
|
||
|
Accrued expenses
|
|
(501,284
|
)
|
|
(1,220,311
|
)
|
|
||
|
Warranty reserve
|
|
(87,543
|
)
|
|
128,000
|
|
|
||
|
Net cash used in operating activities
|
|
(16,855,484
|
)
|
|
(22,101,934
|
)
|
|
||
|
Investing Activities:
|
|
|
|
|
|
||||
|
Purchase of property, plant and equipment
|
|
(51,724
|
)
|
|
(29,194
|
)
|
|
||
|
Proceeds from sale of assets
|
|
82,772
|
|
|
—
|
|
|
||
|
Investment in Joint Venture
|
|
—
|
|
|
191,291
|
|
|
||
|
Interest income on restricted cash
|
|
—
|
|
|
(49,446
|
)
|
|
||
|
Patent activity costs
|
|
(189,455
|
)
|
|
(308,567
|
)
|
|
||
|
Net cash used in investing activities
|
|
(158,407
|
)
|
|
(195,916
|
)
|
|
||
|
Financing Activities:
|
|
|
|
|
|
||||
|
Payment of debt financing costs
|
|
(81,500
|
)
|
|
(466,250
|
)
|
|
||
|
Proceeds from Promissory Note
|
|
1,930,000
|
|
|
500,000
|
|
|
||
|
Repayment of debt
|
|
(266,027
|
)
|
|
(276,259
|
)
|
|
||
|
Repayment of convertible notes
|
|
—
|
|
|
(1,000,000
|
)
|
|
||
|
Proceeds from convertible notes
|
|
—
|
|
|
2,000,000
|
|
|
||
|
Restricted cash
|
|
—
|
|
|
9,250,000
|
|
|
||
|
Proceeds from Committed Equity Line
|
|
1,056,147
|
|
|
2,000,000
|
|
|
||
|
Proceeds from issuance of stock and warrants
|
|
14,180,000
|
|
|
7,300,000
|
|
|
||
|
Net cash provided by financing activities
|
|
16,818,620
|
|
|
19,307,491
|
|
|
||
|
Net change in cash and cash equivalents
|
|
(195,271
|
)
|
|
(2,990,359
|
)
|
|
||
|
Cash and cash equivalents at beginning of period
|
|
326,217
|
|
|
3,316,576
|
|
|
||
|
Cash and cash equivalents at end of period
|
|
$
|
130,946
|
|
|
$
|
326,217
|
|
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
||||
|
Cash paid for interest
|
|
$
|
417,876
|
|
|
$
|
477,354
|
|
|
|
Non-Cash Transactions:
|
|
|
|
|
|
||||
|
Non-cash conversions of preferred stock and convertible notes to equity
|
|
$
|
10,617,764
|
|
|
$
|
19,988,994
|
|
|
|
•
|
Level 1 - Quoted prices in active markets for identical assets or liabilities.
|
|
•
|
Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
|
•
|
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities
|
|
|
|
Useful Lives
in Years
|
|
Buildings
|
|
40
|
|
Manufacturing machinery and equipment
|
|
5 - 10
|
|
Furniture, fixtures, computer hardware/software
|
|
3 - 7
|
|
Leasehold improvements
|
|
life of lease
|
|
|
|
As of December 31,
|
||||||
|
|
|
2016
|
|
2015
|
||||
|
Building
|
|
$
|
5,828,960
|
|
|
$
|
5,828,960
|
|
|
Furniture, fixtures, computer hardware and computer software
|
|
489,421
|
|
|
480,976
|
|
||
|
Manufacturing machinery and equipment
|
|
30,321,079
|
|
|
31,265,800
|
|
||
|
Depreciable property, plant and equipment
|
|
36,639,460
|
|
|
37,575,736
|
|
||
|
Manufacturing machinery and equipment in progress
|
|
—
|
|
|
—
|
|
||
|
Property, plant and equipment
|
|
36,639,460
|
|
|
37,575,736
|
|
||
|
Less: Accumulated depreciation and amortization
|
|
(30,983,448
|
)
|
|
(28,484,708
|
)
|
||
|
Net property, plant and equipment
|
|
$
|
5,656,012
|
|
|
$
|
9,091,028
|
|
|
|
|
As of December 31,
|
||||||
|
|
|
2016
|
|
2015
|
||||
|
Raw materials
|
|
$
|
832,806
|
|
|
$
|
925,064
|
|
|
Work in process
|
|
635,130
|
|
|
671,746
|
|
||
|
Finished goods
|
|
1,101,880
|
|
|
2,675,570
|
|
||
|
Total
|
|
$
|
2,569,816
|
|
|
$
|
4,272,380
|
|
|
|
|
||
|
2017
|
$
|
243,113
|
|
|
2018
|
343,395
|
|
|
|
2019
|
366,757
|
|
|
|
2020
|
391,709
|
|
|
|
2021
|
418,358
|
|
|
|
Thereafter
|
3,941,600
|
|
|
|
|
$
|
5,704,932
|
|
|
|
|
For the years ended December 31,
|
|||||||
|
|
|
2016
|
|
2015
|
|
||||
|
Share-based compensation cost included in:
|
|
|
|
|
|
||||
|
Research, development and manufacturing operations
|
|
$
|
181,985
|
|
|
$
|
253,298
|
|
|
|
Selling, general and administrative
|
|
706,363
|
|
|
603,516
|
|
|
||
|
Total share-based compensation cost
|
|
$
|
888,348
|
|
|
$
|
856,814
|
|
|
|
|
|
For the years ended December 31,
|
|||||||
|
|
|
2016
|
|
2015
|
|
||||
|
Type of Award:
|
|
|
|
|
|
||||
|
Stock Options
|
|
$
|
377,653
|
|
|
$
|
550,787
|
|
|
|
Restricted Stock Units and Awards
|
|
510,695
|
|
|
306,027
|
|
|
||
|
Total share-based compensation cost
|
|
$
|
888,348
|
|
|
$
|
856,814
|
|
|
|
|
|
For the years ended December 31,
|
|||||
|
|
|
2016
|
|
2015
|
|
||
|
Expected volatility
|
|
114.6
|
%
|
|
92.6
|
%
|
|
|
Risk free interest rate
|
|
1.5
|
%
|
|
1.7
|
%
|
|
|
Expected dividends
|
|
—
|
|
|
—
|
|
|
|
Expected life (in years)
|
|
5.8
|
|
|
5.9
|
|
|
|
|
|
Stock
Option
Shares
|
|
Stock Options
Weighted
Average
Exercise Price
|
|
Weighted
Average
Remaining
Contractual
Life in Years
|
|
Aggregate
Intrinsic
Value
|
|||||
|
Outstanding at December 31, 2014
|
|
12,212
|
|
|
$
|
256.40
|
|
|
7.84
|
|
$
|
96
|
|
|
Granted
|
|
74,852
|
|
|
$
|
19.20
|
|
|
|
|
|
||
|
Exercised
|
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
Forfeited
|
|
(13,194
|
)
|
|
$
|
31.00
|
|
|
|
|
|
||
|
Outstanding at December 31, 2015
|
|
73,870
|
|
|
$
|
56.43
|
|
|
8.84
|
|
$
|
—
|
|
|
Granted
|
|
33,250
|
|
|
$
|
1.35
|
|
|
|
|
|
||
|
Exercised
|
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
Forfeited
|
|
(30,206
|
)
|
|
41.15
|
|
|
|
|
|
|||
|
Outstanding at December 31, 2016
|
|
76,914
|
|
|
$
|
37.67
|
|
|
8.28
|
|
$
|
—
|
|
|
Exercisable at December 31, 2016
|
|
24,654
|
|
|
$
|
94.46
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Weighted Average
Grant-Date
Fair-Value
|
|||
|
Non-vested at December 31, 2014
|
|
557
|
|
|
$
|
140.00
|
|
|
Granted
|
|
33,569
|
|
|
$
|
11.40
|
|
|
Vested
|
|
(13,624
|
)
|
|
|
||
|
Forfeited
|
|
—
|
|
|
|
||
|
Non-vested at December 31, 2015
|
|
20,502
|
|
|
$
|
5.59
|
|
|
Granted
|
|
245,414
|
|
|
1.97
|
|
|
|
Vested
|
|
(63,787
|
)
|
|
|
||
|
Forfeited
|
|
(36,768
|
)
|
|
|
||
|
Non-vested at December 31, 2016
|
|
165,361
|
|
|
$
|
1.84
|
|
|
|
|
As of December 31
|
||||||
|
|
|
2016
|
|
2015
|
||||
|
Deferred Tax Asset
|
|
|
|
|
||||
|
Current:
|
|
|
|
|
||||
|
Accrued Expenses
|
|
$
|
192,000
|
|
|
$
|
412,000
|
|
|
Inventory Allowance
|
|
234,000
|
|
|
253,000
|
|
||
|
Other
|
|
43,000
|
|
|
26,000
|
|
||
|
Total Current
|
|
469,000
|
|
|
691,000
|
|
||
|
Non-current:
|
|
|
|
|
||||
|
Stock Based Compensation-Stock Options and Restricted Stock
|
|
1,919,000
|
|
|
1,730,000
|
|
||
|
Tax effect of NOL carryforward
|
|
79,384,000
|
|
|
65,935,000
|
|
||
|
Depreciation
|
|
17,406,000
|
|
|
20,859,000
|
|
||
|
Amortization
|
|
(637,000
|
)
|
|
(607,000
|
)
|
||
|
Warranty reserve
|
|
68,000
|
|
|
102,000
|
|
||
|
Total Non-current
|
|
98,140,000
|
|
|
88,019,000
|
|
||
|
Net deferred tax asset
|
|
98,609,000
|
|
|
88,710,000
|
|
||
|
Less valuation allowance
|
|
(98,609,000
|
)
|
|
(88,710,000
|
)
|
||
|
Net deferred tax asset
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
2016
|
|
2015
|
||
|
Federal statutory rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
State statutory rate
|
|
2.6
|
%
|
|
3.5
|
%
|
|
Change in rate
|
|
—
|
%
|
|
(0.9
|
)%
|
|
Permanent tax differences
|
|
(0.1
|
)%
|
|
(0.3
|
)%
|
|
Change in fair value of derivatives
|
|
0.9
|
%
|
|
(44.3
|
)%
|
|
Deemed interest expense on debt discount
|
|
(5.1
|
)%
|
|
(0.9
|
)%
|
|
Loss on extinguishment of liabilities
|
|
(5.9
|
)%
|
|
43.7
|
%
|
|
Other
|
|
(1.8
|
)%
|
|
(0.3
|
)%
|
|
Increase in valuation allowance
|
|
(25.6
|
)%
|
|
(35.6
|
)%
|
|
|
|
—
|
%
|
|
—
|
%
|
|
Exhibit No.
|
|
Description
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to our Registration Statement on Form SB-2 filed on January 23, 2006 (Reg. No. 333-131216))
|
|
|
|
|
|
3.2
|
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2011)
|
|
|
|
|
|
3.3
|
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed February 11, 2014)
|
|
|
|
|
|
3.4
|
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated August 26, 2014. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed September 2, 2014)
|
|
|
|
|
|
3.5
|
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated October 27, 2014 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated October 28, 2014)
|
|
|
|
|
|
3.6
|
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated December 22, 2014. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated December 23, 2014)
|
|
|
|
|
|
3.7
|
|
Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed on February 17, 2009)
|
|
|
|
|
|
3.8
|
|
First Amendment to Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.3 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2009)
|
|
|
|
|
|
3.9
|
|
Second Amendment to Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed January 25, 2013)
|
|
|
|
|
|
3.10
|
|
Third Amendment to Second Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed December 18, 2015)
|
|
|
|
|
|
3.11
|
|
Certificate of Designations of Preferences, Rights and Limitations of Series F 7% Preferred Stock (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed January 20, 2016)
|
|
|
|
|
|
3.12
|
|
Certificate of Designations of Preferences, Rights and Limitations of Series G 10% Preferred Stock (incorporated by reference to Exhibit 2 to Exhibits 10.5 and 10.6 to our Current Report on Form 8-K filed May 2, 2016).
|
|
|
|
|
|
3.13
|
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated May 26, 2016 (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed June 2, 2016)
|
|
|
|
|
|
3.14
|
|
Certificate of Designations of Preferences, Rights and Limitations of Series H 7% Preferred Stock (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed June 9, 2016)
|
|
|
|
|
|
3.15
|
|
Certificate of Designations of Preferences, Rights and Limitations of Series I Preferred Stock (incorporated by reference to Exhibit 2 to Exhibit 10.1 to our Current Report on Form 8-K filed July 28, 2016)
|
|
|
|
|
|
3.16
|
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated September 15, 2016 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed September 16, 2016)
|
|
|
|
|
|
3.17
|
|
Certificate of Designations of Preferences, Rights and Limitations of Series J Preferred Stock (incorporated by reference to Exhibit 2 to Exhibit 10.1 to our Current Report on Form 8-K filed September 23, 2016)
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
3.18
|
|
Certificate of Amendment to Series G Certificate of Designations (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed September 23, 2016)
|
|
|
|
|
|
3.19
|
|
Certificate of Amendment to Series F Certificate of Designations (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed October 11, 2016)
|
|
|
|
|
|
3.20
|
|
Certificate of Designations of Preferences, Rights and Limitations of Series J-1 Preferred Stock (incorporated by reference to Exhibit 2 to Exhibit 10.1 to our Current Report on Form 8-K filed October 20, 2016)
|
|
|
|
|
|
3.21
|
|
Certificate of Designations of Preferences, Rights and Limitations of Series K Preferred Stock (incorporated by reference to Exhibit 2 to Exhibit 10.1 to our Current Report on Form 8-K filed February 14, 2017)
|
|
|
|
|
|
3.22
|
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company, dated March 16, 2017 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed March 17, 2017)
|
|
|
|
|
|
4.1
|
|
Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form SB-2 filed on January 23, 2006 (Reg. No. 333-131216))
|
|
|
|
|
|
4.2
|
|
Certificate of Designations of Series A Preferred Stock (filed as Exhibit 4.2 to our Registration Statement on Form S-3 filed July 1, 2013 (Reg. No. 333-189739))
|
|
|
|
|
|
4.3
|
|
Form of Warrant (filed as Exhibit 4.3 to our Registration Statement on Form S-3 filed July 1, 2013 (Reg. No. 333-189739))
|
|
|
|
|
|
4.4
|
|
Certificate of Designations of Series B-1 and B-2 Preferred Stock (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed October 30, 2013)
|
|
|
|
|
|
4.5
|
|
Certificate of Designations of Series C Preferred Stock (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed April 2, 2014)
|
|
|
|
|
|
4.6
|
|
Certificate of Designations of Preferences, Rights and Limitations of Series D Preferred Stock (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed November 17, 2014)
|
|
|
|
|
|
4.7
|
|
Form of Warrant (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed February 20, 2015)
|
|
|
|
|
|
4.8
|
|
Certificate of Designations of Preferences, Rights and Limitations of Series D-1 Preferred Stock (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed February 20, 2015)
|
|
|
|
|
|
4.9
|
|
Form of Warrant (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed February 20, 2015)
|
|
|
|
|
|
4.10
|
|
Certificate of Designations, Preferences and Rights of the Series E Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on November 10, 2015)
|
|
|
|
|
|
10.1†
|
|
Fifth Amended and Restated 2005 Stock Option Plan (incorporated by reference to Annex A of our definitive proxy statement dated October 22, 2014).†
|
|
|
|
|
|
10.2†
|
|
Fifth Amended and Restated 2008 Restricted Stock Plan Stock Option Plan Plan (incorporated by reference to Annex B of our definitive proxy statement dated October 22, 2014).†
|
|
|
|
|
|
10.3
|
|
Securities Purchase Agreement, dated January 17, 2006, between the Company and ITN Energy Systems, Inc. (incorporated by reference to Exhibit 10.1 to our Registration Statement on Form SB-2 filed on January 23, 2006 (Reg. No. 333-131216))CTR
|
|
|
|
|
|
10.4
|
|
Invention and Trade Secret Assignment Agreement, dated January 17, 2006, between the Company and ITN Energy Systems, Inc. (incorporated by reference to Exhibit 10.2 to our Registration Statement on Form SB-2 filed on January 23, 2006 (Reg. No. 333-131216))CTR
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
10.5
|
|
Patent Application Assignment Agreement, dated January 17, 2006, between the Company and ITN Energy Systems, Inc. (incorporated by reference to Exhibit 10.3 to our Registration Statement on Form SB-2 filed on January 23, 2006 (Reg. No. 333-131216))
|
|
|
|
|
|
10.6
|
|
License Agreement, dated January 17, 2006, between the Company and ITN Energy Systems, Inc. (incorporated by reference to Exhibit 10.4 to our Registration Statement on Form SB-2 filed on January 23, 2006 (Reg. No. 333-131216))CTR
|
|
|
|
|
|
10.7
|
|
Letter Agreement, dated November 23, 2005, among the Company, ITN Energy Systems, Inc. and the University of Delaware (incorporated by reference to Exhibit 10.16 to our Registration Statement on Form SB-2/A filed on May 26, 2006 (Reg. No. 333-131216))
|
|
|
|
|
|
10.8
|
|
License Agreement, dated November 21, 2006, between the Company and UD Technology Corporation (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on November 29, 2006)CTR
|
|
|
|
|
|
10.9
|
|
Novation Agreement, dated January 1, 2007, among the Company, ITN Energy Systems, Inc. and the United States Government (incorporated by reference to Exhibit 10.23 to our Annual Report on Form 10-KSB for the year ended December 31, 2006)
|
|
|
|
|
|
10.10
|
|
Construction Loan Agreement, dated February 8, 2008, between the Company and the Colorado Housing and Finance Authority (incorporated by reference to Exhibit 10.37 to our Annual Report on Form 10-K for the year ended December 31, 2007)
|
|
|
|
|
|
10.11
|
|
Promissory Note, dated February 8, 2008, issued to the Colorado Housing and Finance Authority (incorporated by reference to Exhibit 10.38 to our Annual Report on Form 10-K for the year ended December 31, 2007)
|
|
|
|
|
|
10.12
|
|
Loan Modification Agreement, dated January 29, 2009, between the Company and the Colorado Housing and Finance Authority (incorporated by reference to Exhibit 10.52 to our Annual Report on Form 10-K for the year ended December 31, 2008)
|
|
|
|
|
|
10.13
|
|
Securities Purchase Agreement dated as of August 12, 2011 between TFG Radiant Investment Group Ltd. and the Company (incorporated by reference to Exhibit 99.1 to our Current Report on Form 8-K filed on August 15, 2011)
|
|
|
|
|
|
10.14
|
|
Stock Purchase Agreement, dated April 26, 2013, between the Company and Foo Joo Loong (filed as Exhibit 10.1 to our Registration Statement on Form S-3 filed July 1, 2013 (Reg. No. 333-189739))
|
|
|
|
|
|
10.15
|
|
Securities Purchase Agreement, dated June 17, 2013, between the Company and Seng Wei Seow (filed as Exhibit 10.2 to our Registration Statement on Form S-3 filed July 1, 2013 (Reg. No. 333-189739))
|
|
|
|
|
|
10.16
|
|
Registration Rights Agreement dated June 17, 2013 between the Company and Seng Wei Seow (filed as exhibit 10.2 to our Current Report on Form 8-K filed June 21, 2013)
|
|
|
|
|
|
10.17
|
|
First Amendment dated August 7, 2013 to Securities Purchase Agreement and Registration Rights Agreement (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 7, 2013)
|
|
|
|
|
|
10.18
|
|
Second Amendment dated August 13, 2013 to Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on August 15, 2013)
|
|
|
|
|
|
10.19†
|
|
Executive Employment Agreement, dated April 4, 2014, between the Company and Victor Lee (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on April 9, 2014) †
|
|
|
|
|
|
10.20
|
|
Settlement Agreement and Release dated April 15, 2014 between the Company and Jefferies LLC (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on April 22, 2014)
|
|
|
|
|
|
10.21
|
|
Stock Purchase Agreement, dated July 29, 2014, between the Company and SHTARD Enterprise Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K July 31, 2014)
|
|
|
|
|
|
10.22
|
|
Securities Purchase Agreement, dated August 29, 2014, among the Company, Seng Wei Seow and TFG Radiant Investment Group Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed September 4, 2014)
|
|
Exhibit No.
|
|
Description
|
|
10.23
|
|
Securities Purchase Agreement, dated February 19, 2015, between the Company and the Investor named therein(incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed February 20, 2015)
|
|
|
|
|
|
10.24
|
|
Securities Purchase Agreement, dated April 6, 2015, between the Company and TFG Radiant Investment Group Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed April 7, 2015)
|
|
|
|
|
|
10.25
|
|
Securities Purchase Agreement, dated June 10, 2015, between the Company and TFG Radiant Investment Group Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed June 15, 2015)
|
|
|
|
|
|
10.26
|
|
Amendment and Exchange Agreement, dated July 22, 2015 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed July 23, 2015)
|
|
|
|
|
|
10.27
|
|
Right to Receive Common Stock dated July 22, 2015 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed July 23, 2015)
|
|
|
|
|
|
10.28
|
|
Confidential Settlement Agreement and General Release, dated as of May 13, 2015, between the Company and William M. Gregorak (incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q filed August 14, 2015)
|
|
|
|
|
|
10.29
|
|
Cancellation and Waiver Agreement dated September 4, 2015 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed September 8, 2015)
|
|
|
|
|
|
10.30
|
|
Note Purchase Agreement dated September 4, 2015 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed September 8, 2015)
|
|
|
|
|
|
10.31
|
|
Security Agreement dated September 4, 2015 (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed September 8, 2015)
|
|
|
|
|
|
10.32
|
|
Secured Convertible Promissory Note for $1,000,000 dated September 4, 2015 (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed September 8, 2015)
|
|
|
|
|
|
10.33
|
|
Secured Convertible Promissory Note for $500,000 dated September 4, 2015 (incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K filed September 8, 2015)
|
|
|
|
|
|
10.34
|
|
Joinder to Note Purchase Agreement dated September 28, 2015 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed September 28, 2015)
|
|
|
|
|
|
10.35
|
|
Secured Convertible Promissory Note for $500,000 dated September 28, 2015 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed September 28, 2015)
|
|
|
|
|
|
10.36
|
|
Amendment No. 1 dated October 8, 2015 to Cancellation and Waiver Agreement dated September 4, 2015 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed October 9, 2015)
|
|
|
|
|
|
10.37
|
|
Series E Securities Purchase Agreement, dated November 4, 2015, between the Company and Redwood Management, LLC Ltd (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed November 10, 2015)
|
|
|
|
|
|
10.38
|
|
Series E Registration Rights Agreement, dated November 4, 2015, between the Company and Redwood Management, LLC (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed November 10, 2015)
|
|
|
|
|
|
10.39
|
|
Equity Line Purchase Agreement dated November 10, 2015 (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed November 10, 2015)
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|
|
|
|
10.40
|
|
Equity Line Registration Rights Agreement dated November 10, 2015 (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed November 10, 2015)
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|
10.41
|
|
Amendment No. 2 dated November 22, 2015 to Cancellation and Waiver Agreement dated September 4, 2015 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed November 23, 2015)
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|
10.42†
|
|
Sixth Amended and Restated 2005 Stock Option Plan (incorporated by reference to Annex C of our definitive proxy statement dated May 1, 2015).†
|
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|
|
|
Exhibit No.
|
|
Description
|
|
10.43†
|
|
Sixth Amended and Restated 2008 Restricted Stock Plan Stock Option Plan Plan (incorporated by reference to Annex B of our definitive proxy statement dated May 1, 2015).†
|
|
|
|
|
|
10.44
|
|
Series F Securities Purchase Agreement, dated January 19, 2016, between the Company and Redwood Management, LLC Ltd (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed January 20, 2016)
|
|
|
|
|
|
10.45
|
|
Exchange Agreement dated April 29, 2016 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed May 2, 2016)
|
|
|
|
|
|
10.46
|
|
Exchange Agreement dated April 29, 2016 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed May 2, 2016).
|
|
|
|
|
|
10.47
|
|
Exchange Agreement dated April 29, 2016 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed May 2, 2016)
|
|
|
|
|
|
10.48
|
|
Right to Receive Common Stock dated April 29, 2016 (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed May 2, 2016)
|
|
|
|
|
|
10.49
|
|
Right to Receive Common Stock dated April 29, 2016 (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed May 2, 2016)
|
|
|
|
|
|
10.50
|
|
Series G Securities Purchase Agreement dated April 29, 2016 (incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K filed May 2, 2016
|
|
|
|
|
|
10.51
|
|
Series G Securities Purchase Agreement dated April 29, 2016 (incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K filed May 2, 2016
|
|
|
|
|
|
10.52
|
|
Series H Securities Purchase Agreement dated June 9, 2016 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed June 9, 2016)
|
|
|
|
|
|
10.53
|
|
Series H Registration Rights Agreement dated June 9, 2016 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed June 9, 2016)
|
|
|
|
|
|
10.54
|
|
Secured Note Securities Purchase Agreement dated July 13, 2016 (incorporated by reference to Exhibit 10.9 to our Quarterly Report on Form 10-Q filed August 15, 2016)
|
|
|
|
|
|
10.55
|
|
Form of Secured Note dated July 13, 2016 (incorporated by reference to Exhibit 10.10 to our Quarterly Report on Form 10-Q filed August 15, 2016)
|
|
|
|
|
|
10.56
|
|
Security Agreement dated July 13, 2016 (incorporated by reference to Exhibit 10.11 to our Quarterly Report on Form 10-Q filed August 15, 2016)
|
|
|
|
|
|
10.57
|
|
Exchange Agreement dated July 13, 2016 (incorporated by reference to Exhibit 10.12 to our Quarterly Report on Form 10-Q filed August 15, 2016)
|
|
|
|
|
|
10.58
|
|
Registration Rights Agreement dated July 13, 2016 (incorporated by reference to Exhibit 10.13 to our Quarterly Report on Form 10-Q filed August 15, 2016)
|
|
|
|
|
|
10.59†
|
|
Seventh Amended and Restated 2005 Stock Option Plan (incorporated by reference to Annex C of our definitive proxy statement dated April 22, 2016)†
|
|
|
|
|
|
10.60†
|
|
Seventh Amended and Restated 2008 Restricted Stock Plan Stock Option Plan Plan (incorporated by reference to Annex B of our definitive proxy statement dated April 22, 2016)†
|
|
|
|
|
|
10.61
|
|
Secured Note Securities Purchase Agreement dated July 13, 2016 (incorporated by reference to Exhibit 10.9 to our Quarterly Report on Form 10-Q filed August 15, 2016)
|
|
|
|
|
|
10.62
|
|
Form of Secured Note dated July 13, 2016 (incorporated by reference to Exhibit 10.10 to our Quarterly Report on Form 10-Q filed August 15, 2016)
|
|
|
|
|
|
10.63
|
|
Security Agreement dated July 13, 2016 (incorporated by reference to Exhibit 10.11 to our Quarterly Report on Form 10-Q filed August 15, 2016)
|
|
|
|
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
10.64
|
|
Exchange Agreement dated July 13, 2016 (incorporated by reference to Exhibit 10.12 to our Quarterly Report on Form 10-Q filed August 15, 2016)
|
|
|
|
|
|
10.65
|
|
Registration Rights Agreement dated July 13, 2016 (incorporated by reference to Exhibit 10.13 to our Quarterly Report on Form 10-Q filed August 15, 2016)
|
|
|
|
|
|
10.66
|
|
Series I Securities Purchase Agreement dated July 26, 2016 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed July 28, 2016)
|
|
|
|
|
|
10.67
|
|
Note Purchase Agreement dated August 29, 2016 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed September 1, 2016)
|
|
|
|
|
|
10.68
|
|
Note dated August 29, 2016 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed September 1, 2016)
|
|
|
|
|
|
10.69
|
|
Form of 10% Convertible Note (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed September 14, 2016)
|
|
|
|
|
|
10.70
|
|
Exchange Agreement dated September 13, 2016 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed September 14, 2016)
|
|
|
|
|
|
10.71
|
|
Series J Securities Purchase Agreement dated September 19, 2016 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed September 23, 2016)
|
|
|
|
|
|
10.72
|
|
Securities Purchase Agreement for Notes dated October 5, 2016 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed October 11, 2016)
|
|
|
|
|
|
10.73
|
|
Note due December 5, 2016 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed October 11, 2016)
|
|
|
|
|
|
10.74
|
|
Note due January 3, 2017 (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed October 11, 2016)
|
|
|
|
|
|
10.75
|
|
Note due February 3, 2017 (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed October 11, 2016)
|
|
|
|
|
|
10.76
|
|
Exchange Agreement dated October 5, 2016 (incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K filed October 11, 2016)
|
|
|
|
|
|
10.77
|
|
Series J-1 Securities Purchase Agreement dated October 14, 2016 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed October 20, 2016)
|
|
|
|
|
|
10.78
|
|
Note dated December 2, 2016 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed December 8, 2016)
|
|
|
|
|
|
10.79
|
|
Note dated December 6, 2016 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed December 8, 2016)
|
|
|
|
|
|
10.80
|
|
Note dated December 13, 2016 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed December 19, 2016)
|
|
|
|
|
|
10.81
|
|
Note dated December 30, 2016 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed January 6, 2017)
|
|
|
|
|
|
10.82
|
|
Note dated January 10, 2017 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed January 17, 2017)
|
|
|
|
|
|
10.83
|
|
$300,000 Note dated January 16, 2017 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed January 20, 2017)
|
|
|
|
|
|
10.84
|
|
$700,000 Note dated January 17, 2017 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed January 20, 2017)
|
|
|
|
|
|
10.85
|
|
Securities Purchase Agreement dated January 19, 2017 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed January 24, 2017)
|
|
|
|
|
|
10.86
|
|
Note dated February 7, 2017 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed February 9, 2017)
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
10.87
|
|
Series K Securities Purchase Agreement dated February 8, 2017 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed February 14, 2017)
|
|
|
|
|
|
10.88
|
|
Note dated February 13, 2017 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed February 17, 2017)
|
|
|
|
|
|
10.89
|
|
$400,000 Note dated February 27, 2017 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed March1, 2017)
|
|
|
|
|
|
10.90
|
|
Intellectual Property Disposal Agreement dated as of January 25, 2017 and effective February 23, 2017 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed March 1, 2017)
|
|
|
|
|
|
10.91
|
|
Note dated March 13, 2017 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed March 17, 2017)
|
|
|
|
|
|
10.92
|
|
Note dated March 24, 2017 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed March 29, 2017)
|
|
|
|
|
|
10.93
|
|
Note dated April 6, 2017 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed April 7, 2017)
|
|
|
|
|
|
23.1
|
|
Consent of Hein & Associates LLP*
|
|
|
|
|
|
31.1
|
|
Chief Executive Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002*
|
|
|
|
|
|
31.2
|
|
Chief Financial Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002*
|
|
|
|
|
|
32.1
|
|
Chief Executive Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002*
|
|
|
|
|
|
32.2
|
|
Chief Financial Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002*
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document*
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document*
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document*
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document*
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document*
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document*
|
|
|
|
|
|
|
|
|
|
*
|
|
Filed herewith
|
|
|
|
|
|
CTR
|
|
Portions of this exhibit have been omitted pursuant to a request for confidential treatment.
|
|
|
|
|
|
†
|
|
Denotes management contract or compensatory plan or arrangement.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|