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These terms and conditions govern your use of the website alphaminr.com and its related services.
These Terms and Conditions (“Terms”) are a binding contract between you and Alphaminr, (“Alphaminr”, “we”, “us” and “service”). You must agree to and accept the Terms. These Terms include the provisions in this document as well as those in the Privacy Policy. These terms may be modified at any time.
Your subscription will be on a month to month basis and automatically renew every month. You may terminate your subscription at any time through your account.
We will provide you with advance notice of any change in fees.
You represent that you are of legal age to form a binding contract. You are responsible for any
activity associated with your account. The account can be logged in at only one computer at a
time.
The Services are intended for your own individual use. You shall only use the Services in a
manner that complies with all laws. You may not use any automated software, spider or system to
scrape data from Alphaminr.
Alphaminr is not a financial advisor and does not provide financial advice of any kind. The service is provided “As is”. The materials and information accessible through the Service are solely for informational purposes. While we strive to provide good information and data, we make no guarantee or warranty as to its accuracy.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR (2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
If any provision of these Terms is found to be invalid under any applicable law, such provision shall not affect the validity or enforceability of the remaining provisions herein.
This privacy policy describes how we (“Alphaminr”) collect, use, share and protect your personal information when we provide our service (“Service”). This Privacy Policy explains how information is collected about you either directly or indirectly. By using our service, you acknowledge the terms of this Privacy Notice. If you do not agree to the terms of this Privacy Policy, please do not use our Service. You should contact us if you have questions about it. We may modify this Privacy Policy periodically.
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Like many other websites we use “cookies”, which are small text files that are stored on your computer or other device that record your preferences and actions, including how you use the website. You can set your browser or device to refuse all cookies or to alert you when a cookie is being sent. If you delete your cookies, if you opt-out from cookies, some Services may not function properly. We collect information when you use our Service. This includes which pages you visit.
We use Google Analytics and we use Stripe for payment processing. We will not share the information we collect with third parties for promotional purposes. We may share personal information with law enforcement as required or permitted by law.
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[X]
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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58-2394628
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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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One Commerce Square, Ste. 2550
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38103
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Memphis, Tennessee
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(Zip Code)
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(Address of principal executive offices)
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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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Class
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Outstanding at March 1, 2013
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Common Stock, $.01 par value per share
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57,320,447 shares
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MRI INTERVENTIONS, INC.
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TABLE OF CONTENTS
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Item
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Page
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| PART I | ||
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1.
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Business.
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1
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1A.
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Risk Factors.
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28
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1B.
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Unresolved Staff Comments.
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50
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2.
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Properties.
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50
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3.
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Legal Proceedings.
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50
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4.
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Mine Safety Disclosures.
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51
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| PART II | ||
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5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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51
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6.
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Selected Financial Data.
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52
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7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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53
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7A.
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Quantitative and Qualitative Disclosures About Market Risk.
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61
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8.
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Financial Statements and Supplementary Data.
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61
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9.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
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61
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9A.
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Controls and Procedures.
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62
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9B.
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Other Information.
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62
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| PART III | ||
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10.
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Directors, Executive Officers and Corporate Governance.
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63
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11.
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Executive Compensation.
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66
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12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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74
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13.
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Certain Relationships and Related Transactions, and Director Independence.
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76
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14.
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Principal Accounting Fees and Services.
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80
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| PART IV | ||
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15.
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Exhibits, Financial Statement Schedules.
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81
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| Signatures | 87 | |
| Index to Financial Statements | F-1 | |
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·
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our ability to market, commercialize and achieve market acceptance for our products;
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the anticipated progress of our research and product development activities;
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our ability to successfully complete the development of our current product candidates;
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our ability to obtain regulatory clearance or approval for our current product candidates;
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our ability to generate additional product candidates in the future;
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our ability to protect our intellectual property and operate our business without infringing upon the intellectual property rights of others; and
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estimates regarding the sufficiency of our cash resources.
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•
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Better Patient Outcomes.
We believe that if a physician can see the surgical field, the surgical instruments and the patient’s anatomy all at the same time and in the same “imaging space,” the physician can more efficiently perform a surgical intervention in the brain or heart. Our product platforms, subject to appropriate regulatory clearance or approval, are designed to enable physicians to see the target site, guide the surgical instrument to the site, deliver the therapy, monitor for adverse events and complications and confirm the desired results of the procedure, all under high resolution, intra-procedural magnetic resonance imaging. We believe that these capabilities will translate directly into better clinical outcomes for the patients undergoing the procedures due to improved efficiency, the potential for the reduction of adverse events and side effects, as well as the potential for faster recovery times.
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•
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Enhance Revenue Potential
. By providing direct, intra-procedural visualization, we believe our ClearPoint system can reduce the amount of time needed to perform the procedures for which it was designed. As a result, we believe that our ClearPoint system may improve the overall economics of the procedures for both the performing physician and the hospital. We believe that our ClearPoint system may also enable a physician to treat more patients in a given period of time, and treat patients who would otherwise not be able to be treated utilizing current surgical techniques.
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•
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Reduce Costs to the Healthcare System
. We believe that use of our products may result in more efficient utilization of healthcare resources and physician time. For example, our product platforms are designed to work in a hospital’s existing MRI suite, which adds additional utility for an infrastructure investment that has already been made by the hospital. Further, if patient outcomes and procedure efficiencies are improved by use of our products, we believe that the result will be a reduction in overall healthcare costs.
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soft tissue imaging that enables superior tissue visualization and enhanced differentiation between healthy and diseased tissues;
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unlimited orientation and positioning of the imaging plane;
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ability to directly acquire volumetric (three dimensional) data sets;
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ability to evaluate both the structure and certain functions of internal organs; and
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no harmful ionizing radiation exposure for either the patient or the physician.
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to physicians, who care for patients suffering from neurological disorders, including neurosurgeons, who perform the neurological procedures, and neurologists, who interact with patients prior to and following the therapy and who refer patients to therapy;
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to hospitals involved in the treatment of neurological disorders and the opinion leaders at these hospitals; and
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to patients who suffer from neurological disorders.
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to continue to enhance our ClearPoint system;
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to complete development of the hardware components of the ClearTrace system; and
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to provide technical support and expertise in the area of MRI safety to Boston Scientific under our development and license agreements.
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15
issued United States patents (including one design patent);
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29 pending United States patent applications (including five provisional applications);
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nine
issued foreign patents; and
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32 pending foreign patent applications (including three Patent Cooperation Treaty applications).
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Under the first agreement, we obtained an exclusive, worldwide license to certain catheter technology owned by Johns Hopkins. Under this agreement, we are obligated to pay a royalty to Johns Hopkins based on the sale of products or provision of services incorporating the licensed technology and a license fee. Likewise, to the extent we sublicense any licensed technology to a third party, we agreed to pay Johns Hopkins a percentage of revenue we receive as a result of a sublicense of the licensed technology. This license agreement with Johns Hopkins will terminate upon the expiration of the last licensed patent.
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Under the second agreement, we obtained an exclusive, worldwide license to certain technology owned by Johns Hopkins relating to catheter-based MRI probes. Under this agreement, we are obligated to pay a royalty to Johns Hopkins based on the sale of products or provision of services incorporating the licensed technology and a contingent license fee in the event a United States patent issues for the licensed technology. Likewise, to the extent we sublicense any licensed technology to a third party, we agreed to pay Johns Hopkins a percentage of revenue we receive as a result of a sublicense of the licensed technology. This license agreement with Johns Hopkins will terminate upon the expiration of the last licensed patent or, if no patent issues, on June 30, 2028.
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Under the third agreement, we obtained an exclusive, worldwide license to certain technology owned by Johns Hopkins to measure the amount of radio frequency absorption in the human body during an MRI scan. Under this agreement, we are obligated to pay a royalty to Johns Hopkins based on the sale of products or provision of services incorporating the licensed technology. Likewise, to the extent we sublicense any licensed technology to a third party, we agreed to pay Johns Hopkins a percentage of revenue we receive as a result of a sublicense of the licensed technology. This license agreement with Johns Hopkins will terminate upon the expiration of the last licensed patent or, if no patent issues, on June 30, 2028.
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product design, preclinical and clinical development and manufacture;
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product premarket clearance and approval;
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product safety, testing, labeling and storage;
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record keeping procedures;
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product marketing, sales and distribution; and
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post-marketing surveillance, complaint handling, medical device reporting, reporting of deaths, serious injuries or device malfunctions and repair or recall of products.
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product listing and establishment registration, which helps facilitate FDA inspections and other regulatory action;
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QSR, which requires manufacturers, including third-party manufacturers, to follow stringent design, testing, control, documentation and other quality assurance procedures during all aspects of the design and manufacturing process;
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labeling regulations and FDA prohibitions against the promotion of products for uncleared, unapproved or off-label use or indication;
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clearance of product modifications that could significantly affect safety or effectiveness or that would constitute a major change in intended use of one of our cleared devices;
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approval of product modifications that affect the safety or effectiveness of one of our approved devices;
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post-approval restrictions or conditions, including post-approval study commitments;
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post-market surveillance regulations, which apply, when necessary, to protect the public health or to provide additional safety and effectiveness data for the device;
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the FDA’s recall authority, whereby it can ask, or under certain conditions order, device manufacturers to recall from the market a product that is in violation of governing laws and regulations;
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regulations pertaining to voluntary recalls; and
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notices of corrections or removals.
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untitled letters, warning letters, fines, injunctions, consent decrees and civil penalties;
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customer notifications or repair, replacement, refunds, recall, detention or seizure of our marketed products;
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operating restrictions or partial suspension or total shutdown of production;
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customer notifications or repair, replacement, refunds, recall, detention or seizure of our marketed products;
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refusing or delaying requests for 510(k) clearance or PMA approvals of new products or modified products;
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withdrawing 510(k) clearances or PMA approvals that have already been granted;
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refusal to grant export approval for our marketed products; or
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criminal prosecution.
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differences in treatment protocols and methods across the markets in which we expect to market our ClearPoint system;
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requirements necessary to obtain product reimbursement;
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product reimbursement or price controls imposed by foreign governments;
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difficulties in compliance with foreign laws and regulations;
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changes in foreign regulations and customs;
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changes in foreign currency exchange rates and currency controls;
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changes in a specific country’s or region’s political or economic environment; trade protection measures, import or export licensing requirements or other restrictive actions by United States or foreign governments; and
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negative consequences from changes in tax laws.
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broad product offerings, which address the needs of physicians and hospitals in a wide range of procedures;
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greater experience in, and resources for, launching, marketing, distributing and selling products, including strong sales forces and established distribution networks;
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existing relationships with physicians and hospitals;
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more extensive intellectual property portfolios and resources for patent protection;
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greater financial and other resources for product research and development;
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greater experience in obtaining and maintaining FDA and other regulatory clearances or approvals for products and product enhancements;
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established manufacturing operations and contract manufacturing relationships; and
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significantly greater name recognition and more recognizable trademarks.
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decreased demand for our products;
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injury to our reputation;
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diversion of management’s attention;
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significant costs of related litigation;
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payment of substantial monetary awards by us;
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product recalls or market withdrawals;
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a change in the design, manufacturing process or the indications for which our products may be used;
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loss of revenue; and
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an inability to commercialize product candidates.
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the cost and timing of expanding our sales, marketing and distribution capabilities and other corporate infrastructure;
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the cost of establishing product inventories;
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the effect of competing technological and market developments;
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the scope, rate of progress and cost of our research and development activities;
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the achievement of milestone events under, and other matters related to, our agreements with Boston Scientific and Siemens;
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the terms and timing of any future collaborative, licensing or other arrangements that we may establish;
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the cost and timing of any clinical trials;
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the cost and timing of regulatory filings, clearances and approvals; and
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the cost of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights.
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design, development and manufacturing;
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testing, labeling and storage;
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product safety;
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marketing, sales and distribution;
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premarket clearance or approval;
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recordkeeping procedures;
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advertising and promotions;
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recalls and field corrective actions;
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post-market surveillance, including reporting of deaths or serious injuries and malfunctions that, if they were to recur, could lead to death or serious injury; and
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product export.
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untitled letters, warning letters, fines, injunctions, consent decrees and civil penalties;
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customer notifications or orders for the repair or replacement of our products or refunds;
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recall, detention or seizure of our products;
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operating restrictions or partial suspension or total shutdown of production;
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refusing or delaying requests for 510(k) clearances or PMA approvals of new products or modified products;
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withdrawing 510(k) clearances or PMA approvals that have already been granted; or
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refusing to grant export approval for our products.
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The federal healthcare programs’ Anti-Kickback Statute, which prohibits, among other things, individuals or entities from knowingly and willfully soliciting, receiving, offering or providing any kickback, bribe or other remuneration, directly or indirectly, in exchange for or to induce the purchase, lease or order, or arranging for or recommending of, any item or service for which payment may be made under a federal healthcare program such as the Medicare and Medicaid programs.
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Federal false claims laws, which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims for payment to Medicare, Medicaid or other federally-funded healthcare programs that are false or fraudulent, or are for items or services not provided as claimed, and which may apply to entities like us to the extent that our interactions with customers may affect their billing or coding practices. Changes to the federal false claims law enacted as part of the Affordable Care Act will likely increase the number of whistleblower cases brought against providers and suppliers of health care items and services.
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HIPAA, which, in addition to the privacy and security rules normally associated with HIPAA, established new federal crimes for knowingly and willfully executing a scheme to defraud any healthcare benefit program or making false statements in connection with the delivery of or payment for healthcare benefits, items or services.
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State and foreign law equivalents of each of the above federal laws, such as anti-kickback and false claims laws, and the Foreign Corrupt Practices Act, which may apply to items or services reimbursed by any third-party payor, including commercial insurers, or when physicians are employees of a foreign government entity.
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The Affordable Care Act, which imposes certain reporting obligations on manufacturers of drugs, devices and biologics. Specifically, such manufacturers are required to report payments or other transfers of value to or on behalf of a physician or teaching hospital by such manufacturers, as well as any ownership or investment interest held by physicians in such manufacturers. On February 1, 2013, CMS issued the final rule to implement this so-called “Sunshine” provision of the Affordable Care Act. Under the final rule, we will be subject to the data collecting, reporting and public disclosure obligation. Data collecting obligations must begin by August 1, 2013, with reporting obligations beginning on March 31, 2014. Reported data will be made publicly available by September 30, 2014. Violations of the reporting requirements are subject to civil monetary penalties.
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The Affordable Care Act also grants the Office of Inspector General additional authority to obtain information from any individual or entity to validate claims for payment or to evaluate the economy, efficiency or effectiveness of the Medicare and Medicaid programs, expands the permissible exclusion authority to include any false statements or misrepresentations of material facts, enhances the civil monetary penalties for false statements or misrepresentation of material facts, and enhances the Federal Sentencing Guidelines for those convicted of federal healthcare offenses.
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keeping us informed of new developments in their respective fields of practice;
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advising us on our research and development projects related to their respective fields;
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advising us on improvements to methods, processes and devices related to their respective fields (such as advice on the development of prototype devices);
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assisting us with the technical evaluation of our methods, processes and devices related to their respective fields;
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advising us with respect to the commercialization of products in their respective fields; and
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providing training and other similar services on the proper use of our products.
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HIPAA and its implementing regulations, known as the HIPAA Privacy and Security Rules, apply to covered entities, which include most healthcare facilities that purchase and use our products. The HIPAA Privacy and Security Rules set forth minimum standards for safeguarding individually identifiable health information, impose certain requirements relating to the privacy, security and transmission of individually identifiable health information and provide certain rights to individuals with respect to that information. HIPAA also requires covered entities to contractually bind third parties, known as business associates, in the event that they perform an activity or service for or on behalf of the covered entity that involves access to patient identifiable health information.
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HITECH, which strengthens and expands the HIPAA Privacy and Security Rules and its restrictions on use and disclosure of patient identifiable health information, including imposing liability on business associates of covered entities.
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Both HITECH and most states have data breach laws that necessitate the notification in certain situations of a breach that compromises the privacy or security of personal information.
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Other federal and state laws restricting the use and protecting the privacy and security of patient information may apply, many of which are not preempted by HIPAA.
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Federal and state consumer protection laws are being applied increasingly by the United States Federal Trade Commission, or FTC, and state attorneys general to regulate the collection, use, storage and disclosure of personal or patient information, through websites or otherwise, and to regulate the presentation of website content.
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Other countries also have, or are developing, laws governing the collection, use and transmission of personal or patient information.
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Federal and state laws regulating the conduct of research with human subjects.
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expanding our sales and marketing infrastructure and capabilities;
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expanding our assembly capacity and increasing production;
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implementing appropriate operational and financial systems and controls;
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improving our information systems;
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identifying, attracting and retaining qualified personnel in our areas of activity; and
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hiring, training, managing and supervising our personnel.
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broker-dealers must deliver, prior to the transaction, a disclosure schedule prepared by the SEC relating to the penny stock market;
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broker-dealers must disclose the commissions payable to the broker-dealer and its registered representative;
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broker-dealers must disclose current quotations for the securities;
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a broker-dealer must furnish its customers with monthly statements disclosing recent price information for all penny stocks held in the customer’s account and information on the limited market in penny stocks.
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delaying, deferring or preventing a change in corporate control;
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impeding a merger, consolidation, takeover or other business combination involving us; or
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discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us.
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permit our Board of Directors to issue shares of preferred stock, with any rights, preferences and privileges as they may designate, including the right to approve an acquisition or other change in our control;
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provide that the authorized number of directors may be changed only by resolution of the Board of Directors;
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provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;
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require that any action to be taken by our stockholders must be effected at a duly called annual or special meeting of stockholders and not be taken by written consent;
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provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide notice in writing in a timely manner, and also specify requirements as to the form and content of a stockholder’s notice;
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do not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose);
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provide that special meetings of our stockholders may be called only by the chairman of the Board of Directors, our Chief Executive Officer or by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors; and
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provide that stockholders will be permitted to amend our bylaws only upon receiving at least 66 2/3% of the votes entitled to be cast by holders of all outstanding shares then entitled to vote generally in the election of directors, voting together as a single class.
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Quarter Ended
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High Bid
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Low Bid
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Fiscal 2013
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First Quarter 2013 (through March 1, 2013)
|
$ | 1.95 | $ | 1.41 | ||||
|
Fiscal 2012
|
||||||||
|
Fourth Quarter 2012 (through December 31, 2012)
|
$ | 2.76 | $ | 1.52 | ||||
|
Third Quarter 2012 (through September 30, 2012)
|
$ | 4.05 | $ | 1.85 | ||||
|
Second Quarter 2012 (beginning May 21, 2012 through June 30, 2012)
|
$ | 2.20 | $ | 0.50 | ||||
|
Plan Category
|
Number of securities to
be issued upon exercise
of outstanding options, warrants and rights
|
Weighted-average
exercise price of
outstanding options, warrants and rights
|
Number of securities remaining available for future issuance under
equity compensation
plans (excluding
securities reflected
in column (a))
|
|||||||||
|
(a)
|
(b)
|
(c)
|
||||||||||
|
Equity compensation plans approved by stockholders
(1)
|
3,854,475 | $ | 1.29 | 52,600 | ||||||||
|
Equity compensation plans not approved by stockholders
(1)(2)(3)
|
2,521,000 | $ | 1.79 | -- | ||||||||
|
Total
|
6,375,475 | $ | 1.49 | 52,600 | ||||||||
|
(1)
|
The information presented in this table is as of December 31, 2012.
|
|
(2)
|
We adopted our 2010 Non-Qualified Stock Option Plan in December 2010. The plan provided for the issuance of non-qualified stock options to purchase up to 2,565,675 shares of our common stock. We awarded options to purchase 2,371,000 shares of our common stock under the plan, and we ceased making awards under the plan upon the adoption of our 2012 Incentive Compensation Plan.
|
|
(3)
|
In November 2012, we entered into a written compensatory contract with Robert C. Korn, our Vice President, Global Sales & Marketing, pursuant to which we awarded Mr. Korn non-qualified stock options to purchase 150,000 shares of our common stock.
|
|
Year Ended December 31,
|
Percentage
|
|||||||||||
|
($s in thousands)
|
2012
|
2011
|
Change
|
|||||||||
|
Revenues
|
$ | 5,058 | $ | 3,818 | 32 | % | ||||||
|
Cost of product revenues
|
556 | 656 | (15 | )% | ||||||||
|
Research and development:
|
||||||||||||
|
Research and development costs
|
2,485 | 4,251 | (42 | )% | ||||||||
|
Reversal of R&D obligations
|
(883 | ) | - |
NM
|
||||||||
|
Selling, general and administrative expenses
|
6,030 | 4,832 | 25 | % | ||||||||
|
Other expense, net
|
2,577 | 2,390 | 8 | % | ||||||||
|
Net loss
|
(5,707 | ) | (8,311 | ) | (31 | )% | ||||||
|
Year Ended December 31,
|
Percentage
|
|||||||||||
|
($s in thousands)
|
2011
|
2010
|
Change
|
|||||||||
|
Revenues
|
$ | 3,818 | $ | 2,669 | 43 | % | ||||||
|
Cost of product revenues
|
656 | 16 |
NM
|
|||||||||
|
Research and development costs
|
4,251 | 5,681 | (25 | )% | ||||||||
|
Selling, general and administrative expenses
|
4,832 | 4,699 | 3 | % | ||||||||
|
Costs of withdrawn IPO
|
- | 1,789 |
NM
|
|||||||||
|
Other income (expense), net
|
(2,390 | ) | 62 |
NM
|
||||||||
|
Net loss
|
(8,311 | ) | (9,454 | ) | 12 | % | ||||||
|
|
·
|
our July 2012 PIPE financing, which resulted in net proceeds of $5.5 million;
|
|
|
·
|
the unit offering we completed in February 2012, which resulted in net proceeds of $4.9 million, $3.4 million of which we received in 2012 and $1.5 million of which we received in 2011;
|
|
|
·
|
the unit offering we completed in September 2011, which resulted in net proceeds of $1.3 million;
|
|
|
·
|
our issuance of a convertible note payable in April 2011, which resulted in net proceeds of $2.0 million;
|
|
|
·
|
our November 2010 unit offering, which resulted in net proceeds of $3.0 million; and
|
|
|
·
|
our March 2010 convertible notes payable offering, which resulted in net proceeds of $3.8 million.
|
|
|
Increase in
|
|||||||||||||||
|
Before
Conversions
|
Impact of
Conversions
|
After
Conversions
|
Common Shares
Outstanding
|
|||||||||||||
|
(in 000s except for share amounts)
|
||||||||||||||||
|
Impact on assets
|
||||||||||||||||
|
Deferred costs
|
$ | 799 | $ | (799 | ) | $ | - | - | ||||||||
|
Impact on liabilities and equity
|
||||||||||||||||
|
Accrued interest on converted notes
|
$ | 974 | $ | (974 | ) | $ | - | 1,092,559 | ||||||||
|
Summer 2011 Notes, net
|
904 | (904 | ) | - | 2,183,334 | |||||||||||
|
March 2010 Notes, net
|
4,058 | (4,058 | ) | - | 4,071,000 | |||||||||||
|
2011 Unit Offering Notes, net
|
4,367 | (4,367 | ) | - | 9,050,834 | |||||||||||
|
Total impact on liabilities
|
10,304 | (10,304 | ) | - | 16,397,727 | |||||||||||
|
Series A convertible preferred stock *
|
7,965 | (7,965 | ) | - | 7,965,000 | |||||||||||
|
Additional paid-in capital and common stock
|
- | 19,345 | 19,345 | - | ||||||||||||
|
Accumulated deficit
|
- | (1,876 | ) | (1,876 | ) | - | ||||||||||
|
Total impact on equity
|
7,965 | 9,505 | 17,470 | 7,965,000 | ||||||||||||
|
Total impact on liabilities and equity
|
$ | 18,269 | $ | (799 | ) | $ | 17,470 | 24,362,727 | ||||||||
|
Years Ended December 31,
|
||||||||||||
|
($s in thousands)
|
2012
|
2011
|
2010
|
|||||||||
|
Cash used in operating activities
|
$ | (7,434 | ) | $ | (6,240 | ) | $ | (7,707 | ) | |||
|
Cash used in investing activities
|
(127 | ) | (26 | ) | (62 | ) | ||||||
|
Cash provided by financing activities
|
9,036 | 4,834 | 6,777 | |||||||||
|
Net increase (decrease) in cash and cash equivalents
|
$ | 1,475 | $ | (1,432 | ) | $ | (992 | ) | ||||
|
|
·
|
the cost and timing of expanding our sales, marketing and distribution capabilities and other corporate infrastructure;
|
|
|
·
|
the cost of establishing inventories;
|
|
|
·
|
the effect of competing technological and market developments;
|
|
|
·
|
the scope, rate of progress and cost of our research and development activities;
|
|
|
·
|
the achievement of milestone events under, and other matters related to, our agreements with Boston Scientific and Siemens;
|
|
|
·
|
the terms and timing of any future collaborative, licensing or other arrangements that we may establish;
|
|
|
·
|
the cost and timing of any clinical trials;
|
|
|
·
|
the cost and timing of regulatory filings, clearances and approvals; and
|
|
|
·
|
the cost of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights.
|
|
Name
|
Age
|
Position(s)
|
||
|
Directors and Executive Officers
|
||||
|
Kimble L. Jenkins
|
50
|
President, Chief Executive Officer and Chairman of Board of Directors
|
||
|
Paul A. Bottomley
|
59
|
Director
|
||
|
Bruce C. Conway
(2)
|
61
|
Director
|
||
|
Charles E. Koob
(2)(3)
|
68
|
Director
|
||
|
James K. Malernee, Jr.
(1)(3)
|
65
|
Director
|
||
|
Michael A. Pietrangelo
(1)(2)
|
70
|
Director
|
||
|
Andrew K. Rooke
(3)
|
56
|
Director
|
||
|
Michael J. Ryan
|
34
|
Director
|
||
|
John N. Spencer, Jr.
(1)
|
72
|
Director
|
||
|
David W. Carlson
|
48
|
Chief Financial Officer
|
||
|
Peter G. Piferi
|
53
|
Chief Operating Officer
|
||
|
Carol J. Barbre
|
52
|
Vice President, Product Management
|
||
|
Robert C. Korn
|
47
|
Vice President, Global Sales & Marketing
|
||
|
Oscar L. Thomas
|
42
|
Vice President, Business Affairs and Secretary
|
|
(1)
|
Member of the Audit Committee
|
|
(2)
|
Member of the Compensation Committee
|
|
(3)
|
Member of the Corporate Governance and Nominating Committee
|
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Option
Awards
($)
(1)
|
All Other
Compensation
($)
(2)
|
Total
($)
|
||||||||||||||||
|
Kimble L. Jenkins
|
2012
|
$ | 325,000 | $ | -- | $ | 265,320 | ( 3 ) | 33,188 | ( 4 ) | $ | 623,508 | (5 ) | |||||||||
|
Chief Executive Officer and President
|
2011
|
260,000 | -- | -- | 7,194 | 267,194 | ||||||||||||||||
|
2010
|
308,750 | -- | 556,100 | ( 6 ) | 6,527 | 871,377 | ( 7 ) | |||||||||||||||
|
Peter G. Piferi
|
2012
|
250,000 | -- | 223,960 | ( 8 ) | 21,948 | ( 9 ) | 495,908 | ( 10 ) | |||||||||||||
|
Chief Operating Officer
|
2011
|
200,000 | -- | -- | 3,558 | 203,558 | ||||||||||||||||
|
2010
|
241,667 | -- | 468,950 | ( 11 ) | 3,355 | 713,972 | ( 12 ) | |||||||||||||||
|
Oscar L. Thomas
|
2012
|
225,000 | -- | 186,120 | ( 13 ) | 27,501 | ( 14 ) | 438,621 | ( 15 ) | |||||||||||||
|
Vice President, Business Affairs
|
2011
|
190,000 | -- | -- | 6,938 | 196,938 | ||||||||||||||||
|
2010
|
212,500 | -- | 390,100 | ( 16 ) | 5,757 | 608,357 | ( 17 ) | |||||||||||||||
|
David W. Carlson
|
2012
|
225,000 | -- | 136,400 | ( 18 ) | 32,898 | ( 19 ) | 394,298 | ( 20 ) | |||||||||||||
|
Chief Financial Officer
|
2011
|
175,000 | -- | -- | 8,170 | 183,170 | ||||||||||||||||
|
2010
|
179,327 | -- | 282,200 | ( 21 ) | 5,084 | 466,611 | ( 22 ) | |||||||||||||||
|
(1)
|
These amounts do not represent cash compensation paid to the named individual. These non-cash amounts represent only the aggregate grant date fair value of the option awards as computed in accordance with ASC Topic 718. For a discussion of the assumptions made in the valuation of the awards, see the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Critical Accounting Policies and Significant Judgments and Estimates–Share-based Compensation” and note 2 to the financial statements included elsewhere in this Annual Report.
|
|
(2)
|
Until otherwise noted, these amounts consist of the group medical, life and disability premiums that we paid.
|
|
(3)
|
Does not represent cash compensation. Represents only the aggregate grant date fair value in accordance with ASC Topic 718 for options to purchase an aggregate of 603,000 shares of our common stock issued to Mr. Jenkins.
|
|
(4)
|
Of this amount, $24,375 represents payment of a portion of the amount owed from the temporary salary reduction previously taken by Mr. Jenkins to conserve cash for our operations.
|
|
(5)
|
Of this amount, the cash compensation paid to Mr. Jenkins totaled only $349,375.
|
|
(6)
|
Does not represent cash compensation. Represents only the aggregate grant date fair value in accordance with ASC Topic 718 for options to purchase an aggregate of 670,000 shares of our common stock issued to Mr. Jenkins.
|
|
(7)
|
Of this amount, the cash compensation paid to Mr. Jenkins totaled only $308,750.
|
|
(8)
|
Does not represent cash compensation. Represents only the aggregate grant date fair value in accordance with ASC Topic 718 for options to purchase an aggregate of 509,000 shares of our common stock issued to Mr. Piferi.
|
|
(9)
|
Of this amount, $17,708 represents payment of a portion of the amount owed from the temporary salary reduction previously taken by Mr. Piferi to conserve cash for our operations.
|
|
(10)
|
Of this amount, the cash compensation paid to Mr. Piferi totaled only $267,708.
|
|
(11)
|
Does not represent cash compensation. Represents only the aggregate grant date fair value in accordance with ASC Topic 718 for options to purchase an aggregate of 565,000 shares of our common stock issued to Mr. Piferi.
|
|
(12)
|
Of this amount, the cash compensation paid to Mr. Piferi totaled only $241,667.
|
|
(13)
|
Does not represent cash compensation. Represents only the aggregate grant date fair value in accordance with ASC Topic 718 for options to purchase an aggregate of 423,000 shares of our common stock issued to Mr. Thomas.
|
|
(14)
|
Of this amount, $18,750 represents payment of a portion of the amount owed from the temporary salary reduction previously taken by Mr. Thomas to conserve cash for our operations.
|
|
(15)
|
Of this amount, the cash compensation paid to Mr. Thomas totaled only $243,750.
|
|
(16)
|
Does not represent cash compensation. Represents only the aggregate grant date fair value in accordance with ASC Topic 718 for options to purchase an aggregate of 470,000 shares of our common stock issued to Mr. Thomas.
|
|
(17)
|
Of this amount, the cash compensation paid to Mr. Thomas totaled only $212,500.
|
|
(18)
|
Does not represent cash compensation. Represents only the aggregate grant date fair value in accordance with ASC Topic 718 for options to purchase an aggregate of 310,000 shares of our common stock issued to Mr. Carlson.
|
|
(19)
|
Of this amount, $23,750 represents payment of a portion of the amount owed from the temporary salary reduction previously taken by Mr. Carlson to conserve cash for our operations.
|
|
(20)
|
Of this amount, the cash compensation paid to Mr. Carlson totaled only $248,750.
|
|
(21)
|
Does not represent cash compensation. Represents only the aggregate grant date fair value in accordance with ASC Topic 718 for options to purchase an aggregate of 340,000 shares of our common stock issued to Mr. Carlson.
|
|
(22)
|
Of this amount, the cash compensation paid to Mr. Carlson totaled only $179,327.
|
|
Option Awards
|
|||||||||||||
|
Name
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Option
Exercise
Price
($)
|
Option
Expiration Date
|
|||||||||
|
Kimble L. Jenkins
|
5,000 | (1) | — | (1) | 3.20 |
March 28, 2017
|
|||||||
| 2,500 | (2) | — | (2) | 9.64 |
September 16, 2018
|
||||||||
| 2,500 | (3) | — | (3) | 9.64 |
November 8, 2018
|
||||||||
| 2,500 | (4) | — | (4) | 9.64 |
December 10, 2019
|
||||||||
| 66,652 | (5) | — | (5) | 9.64 |
September 1, 2013
|
||||||||
| 339,467 | (6) | 169,733 | (6) | 1.80 |
December 13, 2020
|
||||||||
| 107,200 | (7) | 53,600 | (7) | 1.80 |
December 13, 2020
|
||||||||
|
David W. Carlson
|
172,267 | (6) | 86,133 | (6) | 1.80 |
December 13, 2020
|
|||||||
| 54,400 | (7) | 27,200 | (7) | 1.80 |
December 13, 2020
|
||||||||
|
Peter G. Piferi
|
286,267 | (6) | 143,133 | (6) | 1.80 |
December 13, 2020
|
|||||||
| 90,400 | (7) | 45,200 | (7) | 1.80 |
December 13, 2020
|
||||||||
|
Oscar L. Thomas
|
238,134 | (6) | 119,066 | (6) | 1.80 |
December 13, 2020
|
|||||||
| 75,200 | (7) | 37,600 | (7) | 1.80 |
December 13, 2020
|
||||||||
|
(1)
|
The vesting of shares subject to this option occurred on the date of grant, March 28, 2007.
|
|
(2)
|
The vesting of shares subject to this option occurred on the date of grant, September 16, 2008.
|
|
(3)
|
The vesting of shares subject to this option occurred on the first anniversary of the date of grant, November 8, 2009.
|
|
(4)
|
The vesting of shares subject to this option occurred on April 22, 2010, which was the day immediately preceding the 2010 annual meeting of our stockholders.
|
|
(5)
|
One-third of the shares subject to this option vested on the first anniversary of the grant date, December 22, 2010. An additional one-third of the shares subject to this option vested on the second anniversary of the grant date, December 22, 2011. The remaining shares subject to this option vested on the third anniversary of the grant date, December 22, 2012.
|
|
(6)
|
One-third of the shares subject to this option vested on the first anniversary of the grant date, December 13, 2011. An additional one-third of the shares vested on the second anniversary of the grant date, December 13, 2012. The remaining shares subject to this option vest on the third anniversary of the grant date, December 13, 2013.
|
|
(7)
|
One-third of the shares subject to this option vested on July 3, 2012, which is the date we achieved a “target equity financing,” defined as one or more equity financing transactions that result in cumulative gross proceeds of at least $10 million. An additional one-third of the shares vested on the second anniversary of the option grant date, December 13, 2012. The remaining shares subject to this option vest on the third anniversary of the grant date, December 13, 2013.
|
|
Executive
|
Base Salary
(1)
|
Bonus
|
||||||
|
Kimble L. Jenkins
|
$ | 325,000 | (2) | |||||
|
Peter G. Piferi
|
$ | 250,000 | (2) | |||||
|
David W. Carlson
|
$ | 225,000 | (2) | |||||
|
Oscar L. Thomas
|
$ | 225,000 | (2) | |||||
|
|
(1)
|
Each executive’s salary is subject to adjustment at the discretion of the compensation committee, subject to certain limitations.
|
|
|
(2)
|
Each executive is eligible for a cash bonus in an amount and upon terms and conditions determined by the compensation committee.
|
|
Executive
|
Change of Control Sale
Transaction Bonus
|
|||
|
Kimble L. Jenkins
|
$ | 455,000 | ||
|
Peter G. Piferi
|
$ | 350,000 | ||
|
David W. Carlsonf
|
$ | 315,000 | ||
|
Oscar L. Thomas
|
$ | 315,000 | ||
|
Value of Sale Transaction
|
COC Multiplier
|
||||||
|
Less than $30,000,000
|
0 | ||||||
| $ | 30,000,000 | - | 49,999,999.99 | 0.5 | |||
| $ | 50,000,000 | - | 69,999,999.99 | 0.75 | |||
| $ | 70,000,000 | - | 89,999,999.99 | 1.0 | |||
| $ | 90,000,000 | - | 109,999,999.99 | 1.25 | |||
|
$110,000,000 or more
|
1.5 | ||||||
|
Name
|
Fees Earned
or Paid in
Cash
($)
|
Option
Awards
($)
(1)
|
All Other
Compensation
($)
|
Total
($)
|
||||||||||||
|
Paul A. Bottomley
|
$ | 8,500 | $ | 19,800 | $ | 60,000 | (2) | $ | 88,050 | |||||||
|
Bruce C. Conway
|
10,625 | 19,800 | 102,850 | (3) | 133,275 | |||||||||||
|
Charles E. Koob
|
12,750 | 19,800 | — | 32,550 | ||||||||||||
|
James K. Malernee, Jr.
|
11,750 | 19,800 | — | 31,550 | ||||||||||||
|
Michael A. Pietrangelo
|
13,750 | 19,800 | — | 33,550 | ||||||||||||
|
Andrew K. Rooke
|
9,875 | 19,800 | 411,400 | (3) | 441,075 | |||||||||||
|
Michael J. Ryan
|
8,500 | 19,800 | — | 28,300 | ||||||||||||
|
John N. Spencer, Jr.
|
11,375 | 19,800 | — | 31,175 | ||||||||||||
|
(1)
|
These amounts do not represent cash compensation paid to the named individuals. These non-cash amounts represent the aggregate grant date fair value of option awards as computed in accordance with ASC Topic 718. For a discussion of the assumptions made in the valuation of the awards, see the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Critical Accounting Policies and Significant Judgments and Estimates–Share-based Compensation” and note 2 to the financial statements included elsewhere in this Annual Report.
|
|
(2)
|
This amount represents compensation under Dr. Bottomley’s consulting agreement.
|
|
(3)
|
This amount does not represent cash compensation paid to the named individual. This non-cash amount represents the aggregate grant date fair value of a warrant issued to the named individual, as computed in accordance with ASC Topic 718. The warrant was not issued in connection with the named individual’s service as a director. For a discussion of the assumptions made in the valuation of the grant, see the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Critical Accounting Policies and Significant Judgments and Estimates–Share-based Compensation” and note 2 to the financial statements included elsewhere in this Annual Report.
|
|
|
·
|
accelerate, vest or cause the restrictions to lapse with respect to all or any portion of an award under the 2012 Plan;
|
|
|
·
|
cancel such awards for fair value (as determined by the compensation committee);
|
|
|
·
|
provide for the issuance of substitute awards that will substantially preserve the otherwise applicable terms of any affected awards previously granted under the 2012 Plan, as determined by the compensation committee; or
|
|
|
·
|
provide that for a period of at least 10 days prior to the change of control, option awards will be exercisable as to all shares of common stock subject thereto and that upon the occurrence of the change of control, such awards will terminate and be of no further force or effect.
|
|
|
·
|
each person, or group of affiliated persons, who is known by us to own beneficially five percent or more of our common stock;
|
|
|
·
|
each of our directors;
|
|
|
·
|
each of our named executive officers; and
|
|
|
·
|
all our directors and executive officers as a group.
|
|
Beneficial Owner
|
Number of
Shares Owned
|
% of Shares
Outstanding
|
||||||
|
5% Stockholders
|
||||||||
| Brainlab AG | 3,939,815 | (1) | 6.4 | (1) | ||||
|
Kapellenstr. 12
85622 Feldkirchen, Germany
|
||||||||
|
Sabby Management, LLC
|
2,916,668 | (2) | 5.1 | |||||
|
10 Mountainview Road, Suite 205
Upper Saddle River, NJ 07458
|
||||||||
|
Directors and Named Executive Officers
|
||||||||
|
Kimble L. Jenkins
|
1,527,788 | (3) | 2.6 | |||||
|
David W. Carlson
|
315,952 | (4) | * | |||||
|
Paul A. Bottomley
|
243,417 | (5) | * | |||||
|
Bruce C. Conway
|
3,956,794 | (6) | 6.9 | |||||
|
Charles E. Koob
|
550,969 | (7) | 1.0 | |||||
|
James K. Malernee, Jr.
|
471,720 | (8) | * | |||||
|
Michael A. Pietrangelo
|
463,003 | (9) | * | |||||
|
Andrew K. Rooke
|
6,321,141 | (10) | 10.7 | |||||
|
Michael J. Ryan
|
4,167 | * | ||||||
|
John N. Spencer, Jr.
|
103,508 | (11) | * | |||||
|
Peter G. Piferi
|
465,952 | (12) | * | |||||
|
Oscar L. Thomas
|
402,619 | (13) | * | |||||
|
All directors and executive officers as a group (14 persons)
|
14,880,198 | (14) | 24.1 | |||||
|
*
|
Represents beneficial ownership of less than 1% of our outstanding common stock.
|
|
(1)
|
As of January 31, 2013, Brainlab AG was the beneficial owner of 3,939,815 shares, or 6.4% of shares outstanding, all of which shares were issuable upon conversion of a convertible note in the principal amount of $2,000,000. However, on March 6, 2013, the terms of the convertible note were amended, among other things, to remove the equity conversion feature. As such, Brainlab AG no longer beneficially owns the shares.
|
|
(2)
|
Represents shares held by Sabby Healthcare Volatility Master Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd. (collectively, the “Sabby Funds”). Each of the Sabby Funds has indicated that Sabby Management, LLC and Hal Mintz have shared voting and investment power over the shares held by such fund. Each of the Sabby Funds has also indicated that Sabby Management, LLC serves as its investment manager, that Hal Mintz is the manager of Sabby Management, LLC and that each of Sabby Management, LLC and Hal Mintz disclaim beneficial ownership over these shares except to the extent of any pecuniary interest therein.
|
|
(3)
|
Includes 525,819 shares that Mr. Jenkins has the right to acquire through the exercise of options.
|
|
(4)
|
Includes 226,667 shares that Mr. Carlson has the right to acquire through the exercise of options.
|
|
(5)
|
Includes 108,334 shares that Dr. Bottomley has the right to acquire through the exercise of options.
|
|
(6)
|
Includes 32,891 shares jointly held with his spouse, 239,000 shares held solely by his spouse, 350,000 shares that Mr. Conway has the right to acquire through the exercise of warrants, and 1,292,911 shares in the aggregate owned by the Alden M. Conway Trust, the Chase T. Conway Trust, the Merritt Elizabeth Conway Trust, the Edna N. Conway Irrevocable Trust FBO Alden M. Conway, the Edna N. Conway Irrevocable Trust FBO Chase T. Conway, the Edna N. Conway Irrevocable Trust FBO Merritt Elizabeth Conway and the Conway Family GST Trust. Mr. Conway is the trustee of each of the aforementioned trusts and has voting and investment power of each trust’s shares, which are held in trust for the benefit of members of his family. Also includes 51,000 shares in the aggregate owned by the Gordon McShane Trust for Alden M. Conway, the Gordon McShane Trust for Chase T. Conway and the Gordon McShane Trust for Merritt E. Conway. Mr. Conway’s spouse serves as trustee for each such trust and has voting and investment power of each trust’s shares, which are held in trust for the benefit of Mr. Conway’s children.
|
|
(7)
|
Includes 20,000 shares held jointly with his spouse and 42,084 shares that Mr. Koob has the right to acquire through the exercise of options.
|
|
(8)
|
Includes 147,727 shares that Dr. Malernee has the right to acquire through the exercise of warrants and 33,334 shares that Dr. Malernee has the right to acquire through the exercise of options.
|
|
(9)
|
Includes 132,500 shares that Mr. Pietrangelo has the right to acquire through the exercise of warrants and 33,334 shares that Mr. Pietrangelo has the right to acquire through the exercise of options.
|
|
(10)
|
Includes 500,000 shares owned by Payne Partners, LLC, 260,102 shares owned by Withington Foundation, 2,058,207 shares owned by Rooke Fiduciary Management, 1,000,000 shares that Mr. Rooke has the right to acquire through the exercise of warrants, and 925,000 shares that Rooke Fiduciary Management has the right to acquire through the exercise of warrants. Mr. Rooke has voting and investment power over the shares owned by Payne Partners, LLC, Withington Foundation and Rooke Fiduciary Management, as well as any shares acquired by Rooke Fiduciary Management through the exercise of warrants. Also includes 1,577,832 shares owned by 12 trusts established for the benefit of Mr. Rooke and his family members. Mr. Rooke is the trustee of each of those trusts and he has voting and investment power of each trust’s shares.
|
|
(11)
|
Includes 56,433 shares jointly held with his spouse, 9,991 shares that Mr. Spencer and his spouse have the right to acquire through the exercise of warrants, and 33,334 shares that Mr. Spencer has the right to acquire through the exercise of options.
|
|
(12)
|
Includes 376,667 shares that Mr. Piferi has the right to acquire through the exercise of options.
|
|
(13)
|
Includes 313,334 shares that Mr. Thomas has the right to acquire through the exercise of options.
|
|
(14)
|
Includes 2,818,309 shares owned by entities controlled by a director, 2,921,743 shares owned by trusts for which a director or his spouse serves as trustee, 3,386,293 shares issuable upon the exercise of options and warrants, and 925,000 shares issuable upon the exercise of warrants held by an entity controlled by a director.
|
|
|
·
|
overseeing the audit and other services of our independent registered public accounting firm and being directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm, who will report directly to the audit committee;
|
|
|
·
|
reviewing and pre-approving the engagement of our independent registered public accounting firm to perform audit services and any permissible non-audit services;
|
|
|
·
|
overseeing compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as required;
|
|
|
·
|
reviewing our annual and quarterly financial statements and reports and discussing the financial statements and reports with our independent registered public accounting firm and management;
|
|
|
·
|
reviewing and approving all related person transactions;
|
|
|
·
|
reviewing with our independent registered public accounting firm and management significant issues that may arise regarding accounting principles and financial statement presentation, as well as matters concerning the scope, adequacy and effectiveness of our internal controls over financial reporting;
|
|
|
·
|
establishing procedures for the receipt, retention and treatment of complaints received by us regarding internal controls over financial reporting, accounting or auditing matters; and
|
|
|
·
|
preparing the audit committee report for inclusion in our proxy statement for our annual meeting.
|
|
|
·
|
determining the compensation and other terms of employment of our Chief Executive Officer and other executive officers and reviewing and approving our performance goals and objectives relevant to such compensation;
|
|
|
·
|
administering and implementing our incentive compensations plans and equity-based plans, including approving option grants, restricted stock and other awards;
|
|
|
·
|
evaluating and recommending to our Board of Directors the equity incentive-compensation plans, equity-based plans and similar programs advisable for us, as well as modifications or terminations of our existing plans and programs;
|
|
|
·
|
reviewing and approving the terms of any employment-related agreements, severance arrangements, change-in-control and similar agreements/provisions and any amendments, supplements or waivers to the foregoing agreements with our Chief Executive Officer and other executive officers;
|
|
|
·
|
to the extent required, reviewing and discussing the Compensation Discussion & Analysis for our annual report and proxy statement with management and determining whether to recommend to our Board of Directors the inclusion of the Compensation Discussion & Analysis in the annual report and proxy statement; and
|
|
|
·
|
preparing a report on executive compensation for inclusion in our proxy statement for our annual meeting.
|
|
|
·
|
evaluating director performance on the Board of Directors and applicable committees of the Board of Directors;
|
|
|
·
|
interviewing, evaluating, nominating and recommending individuals for membership on our Board of Directors;
|
|
|
·
|
evaluating nominations by stockholders of candidates for election to our Board of Directors;
|
|
|
·
|
reviewing and recommending to our Board of Directors any amendments to our corporate governance documents; and
|
|
|
·
|
making recommendations to the Board of Directors regarding management succession planning.
|
|
Year
|
Audit Fees
(1)
|
Audit-Related Fees
(2)
|
Tax Fees
(3)
|
All Other Fees
|
Total Fees
|
|||||||||||||||
|
2011
|
$ | 70,926 | - | - | - | $ | 70,926 | |||||||||||||
|
2012
|
$ | 176,096 | - | - | - | $ | 176,096 | |||||||||||||
|
(1)
|
“Audit Fees” consist of fees for professional services provided in connection with the audit of our financial statements and review of our quarterly financial statements. “Audit Fees” also includes fees for services provided in connection with other statutory or regulatory filings or engagements, such as consents and review of documents filed with the SEC.
|
|
(2)
|
“Audit-Related Fees” consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported as “Audit Fees.”
|
|
(3)
|
“Tax Fees” consist of fees for professional services provided in connection with tax compliance, tax advice and tax planning, including tax return preparation.
|
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
|
Balance Sheets as of December 31, 2012, and 2011
|
F-3
|
|
Statements of Operations for the years ended December 31, 2012, 2011, and 2010
|
F-4
|
|
Statements of Stockholders’ Deficit for the years ended December 31, 2012, 2011, and 2010
|
F-5
|
|
Statements of Cash Flows for the years ended December 31, 2012, 2011, and 2010
|
F-6
|
|
Notes to Financial Statements
|
F-8
|
|
Exhibit
Number
|
Description
|
|
3.1
|
Amended and Restated Certificate of Incorporation (1)
|
||
|
3.2
|
Amended and Restated Bylaws (1)
|
||
|
3.3
|
Third Amended and Restated Investor Rights’ Agreement dated September 20, 2006 (2)
|
||
|
3.4
|
Form of Subscription Agreement for 10% Secured Convertible Promissory Note Due 2014 (2)
|
||
|
4.1
|
Reference is made to Exhibits 3.1, 3.2, 3.3 and 3.4.
|
||
|
4.2
|
Specimen of Common Stock Certificate (3)
|
||
|
4.3
|
Form of 10% Senior Unsecured Convertible Note Due 2012 (2)
|
||
|
4.4
|
Form of Junior Secured Promissory Note Due 2020, as amended by that certain Omnibus Amendment dated as of April 5, 2011, as further amended by that certain Second Omnibus Amendment dated as of October 14, 2011 (4)
|
||
|
4.5
|
10% Subordinated Secured Convertible Note Due 2016 issued to Brainlab AG, as amended (4)
|
||
|
4.6
|
Form of Unsecured Convertible Promissory Note Due 2013, as amended (2)
|
||
|
4.7
|
Form of 10% Secured Convertible Promissory Note Due 2014 (2)
|
||
|
4.8
|
Form of Amendment to 10% Senior Unsecured Convertible Note Due 2012 (2)
|
|
Exhibit
Number
|
Description
|
|
4.9
|
Form of Warrant issued to purchasers in the July 2012 private placement to purchase shares of common stock of MRI Interventions, Inc. (5)
|
||
|
4.10
|
Form of Warrant issued to purchasers in the January 2013 private placement to purchase shares of common stock of MRI Interventions, Inc. (10)
|
||
|
4.11
|
Amended and Restated Subordinated Secured Note Due 2016, issued to Brainlab AG (11)
|
||
|
10.1+
|
1998 Stock Option Plan (2)
|
||
|
10.2+
|
2007 Stock Incentive Plan (2)
|
||
|
10.3+
|
Amended and Restated Key Personnel Incentive Program (2)
|
||
|
10.4+
|
2010 Incentive Compensation Plan (2)
|
||
|
10.5+
|
2010 Non-Qualified Stock Option Plan (2)
|
||
|
10.6
|
Junior Security Agreement by and between MRI Interventions, Inc. and Landmark Community Bank, in its capacity as collateral agent, dated as of November 5, 2010, as amended by that certain First Amendment dated April 5, 2011, and as further amended by that certain Second Amendment dated October 14, 2011 (2)
|
||
|
10.7
|
Security Agreement by and between MRI Interventions, Inc. and Landmark Community Bank, in its capacity as collateral agent, dated as of October 14,2011 (2)
|
||
|
10.8+
|
Form of Indemnification Agreement (2)
|
||
|
10.9†
|
License Agreement by and between SurgiVision, Inc. and The Johns Hopkins University entered into on or around June 20, 1998, as amended by that certain Amendment to License Agreement dated as of January 15, 2000, and as further amended by that certain Addendum to License Agreement entered into on or around December 7, 2004
(2)
|
||
|
10.10†
|
License Agreement by and between SurgiVision, Inc. and The Johns Hopkins University entered into on or around December 7, 2006 (2)
|
||
|
10.11†
|
Technology License Agreement dated as of December 30, 2005 by and between SurgiVision, Inc. and Boston Scientific Neuromodulation Corporation (formerly known as Advanced Bionics Corporation), as amended by that certain Omnibus Amendment dated June 30, 2007, as further amended by that certain Omnibus Amendment #2 dated March 19, 2008 (6)
|
||
|
10.12†
|
System and Lead Development and Transfer Agreement dated as of December 30, 2005 by and between SurgiVision, Inc. and Boston Scientific Neuromodulation Corporation (formerly known as Advanced Bionics Corporation), as amended by that certain Amendment No. 1 dated May 31, 2006, as further amended by that certain Omnibus Amendment dated June 30, 2007, as further amended by that certain Omnibus Amendment #2 dated March 19, 2008 (6)
|
||
|
10.13†
|
Technology License Agreement dated as of March 19, 2008 by and between SurgiVision, Inc. and Cardiac Pacemakers, Inc. (2)
|
||
|
10.14†
|
Development Agreement dated as of March 19, 2008 by and between SurgiVision, Inc. and Cardiac Pacemakers, Inc. (2)
|
|
Exhibit
Number
|
Description
|
||
|
10.15†
|
Cooperation and Development Agreement, dated as of May 4, 2009, by and between SurgiVision, Inc. and Siemens Aktiengesellschaft, Healthcare Sector (6)
|
||
|
10.16
|
Consulting Agreement with Dr. Paul Bottomley (4)
|
||
|
10.17†
|
Co-Development and Distribution Agreement dated as of April 5, 2011 by and between SurgiVision, Inc. and Brainlab AG, as amended by that certain First Amendment dated as of July 18, 2011 (6)
|
||
|
10.18†
|
Master Security Agreement dated April 5, 2011 by and between SurgiVision, Inc. and Brainlab AG (2)
|
||
|
10.19†
|
Patent License Agreement – Nonexclusive entered into on or around April 27, 2009 by and between SurgiVision, Inc. and National Institutes of Health (2)
|
||
|
10.20†
|
Master Services and Licensing Agreement dated as of July 20, 2007 by and between SurgiVision, Inc. and Cedara Software Corp., as amended by that certain First Amendment dated January 18, 2011 (6)
|
||
|
10.21†
|
Exclusive License Agreement entered into on or around June 30, 2008 by and between SurgiVision, Inc. and The Johns Hopkins University (2)
|
||
|
10.22†
|
Exclusive License Agreement entered into on or around June 30, 2008 by and between SurgiVision, Inc. and The Johns Hopkins University
(2)
|
||
|
10.23†
|
Exclusive License Agreement entered into on or around June 30, 2008 by and between SurgiVision, Inc. and The Johns Hopkins University (2)
|
||
|
10.24
|
Loan Agreement dated as of October 16, 2009 by and between SurgiVision, Inc. and Boston Scientific Corporation (2)
|
||
|
10.25†
|
Patent Security Agreement dated as of October 16, 2009 by and between SurgiVision, Inc. and Boston Scientific Corporation (2)
|
||
|
10.26†
|
Research Agreement by and between SurgiVision, Inc. and The University of Utah entered into on or around July 2, 2007, as amended by that certain First Amendment to the Research Agreement entered into on or around January 8, 2008, as further amended by that certain Second Amendment to the Research Agreement dated April 24, 2009, as further amended by that certain Third Amendment to the Research Agreement dated May 1, 2009, as further amended by that certain Fourth Amendment to the Research Agreement entered into on or around February 25, 2010, as further amended by that certain Fifth Amendment to the Research Agreement dated December 31, 2010, and as further amended by that certain Sixth Amendment to the Research Agreement dated November 28, 2011 (6)
|
||
|
10.27
|
Lease Agreement, dated as of April 21, 2008, by and between Shaw Investment Company, LLC and Surgi-Vision, Inc., as amended by that certain Amendment to Lease dated January 20, 2011, as further amended by that certain Amendment to Lease dated March 26, 2012 (1)
|
||
|
10.29+
|
SurgiVision, Inc. Cardiac EP Business Participation Plan (2)
|
||
|
10.30+
|
Cardiac EP Business Participation Plan Award Agreement, dated June 3, 2010, by and between SurgiVision, Inc. and Nassir F. Marrouche (2)
|
||
|
Exhibit
Number
|
Description
|
|
10.31+
|
Amended and Restated Key Personnel Incentive Award Agreement, dated June 2, 2010, by and between SurgiVision, Inc. and Paul A. Bottomley (2)
|
||
|
10.32+
|
Key Personnel Incentive Award Agreement, dated June 2, 2010, by and between SurgiVision, Inc. and Paul A. Bottomley (2)
|
||
|
10.33+
|
Amended and Restated Key Personnel Incentive Award Agreement, dated June 2, 2010, by and between SurgiVision, Inc. and Parag V. Karmarkar (2)
|
||
|
10.34+
|
MRI Interventions, Inc. 2012 Incentive Compensation Plan (3)
|
||
|
10.35+
|
MRI Interventions, Inc. 2012 Incentive Compensation Plan Form of Incentive Stock Option Agreement (3)
|
||
|
10.36+
|
MRI Interventions, Inc. 2012 Incentive Compensation Plan Form of Non-Qualified Stock Option Agreement (3)
|
||
|
10.37†
|
Amendment No. 1 to Loan Agreement Secured Convertible Promissory Notes and Patent Security Agreement effective February 2, 2012, between MRI Interventions, Inc. and Boston Scientific Corporation (6)
|
||
|
10.38†
|
Omnibus Amendment No. 3 to Technology License Agreement and System and Lead Development and Transfer Agreement effective February 2, 2012, between MRI Interventions, Inc. and Boston Scientific Neuromodulation Corporation (6)
|
||
|
10.39
|
Separation Agreement, dated as of May 8, 2012, by and between John Keane and MRI Interventions, Inc. (7)
|
||
|
10.40
|
Employment Agreement, dated as of June 19, 2012, by and between Kimble L. Jenkins and MRI Interventions, Inc. (8)
|
||
|
10.41+
|
Employment Agreement, dated as of June 19, 2012, by and between Peter G. Piferi and MRI Interventions, Inc. (8)
|
||
|
10.42+
|
Employment Agreement, dated as of June 19, 2012, by and between David W. Carlson and MRI Interventions, Inc. (8)
|
||
|
10.43+
|
Employment Agreement, dated as of June 19, 2012, by and between Oscar L. Thomas and MRI Interventions, Inc. (8)
|
||
|
10.44†
|
Second Amendment to the Master Services and Licensing Agreement, dated as of June 22, 2012, by and between Merge Healthcare Canada Corp. and MRI Interventions, Inc. (9)
|
||
|
10.45
|
Form of Securities Purchase Agreement by and among MRI Interventions, Inc. and the purchasers named therein (5)
|
||
|
10.46
|
Form of Registration Rights Agreement by and among MRI Interventions, Inc. and the purchasers named therein (5)
|
||
|
10.47+
|
Employment Agreement, dated as of November 10, 2012, by and between Robert C. Korn and MRI Interventions, Inc. (12)
|
||
|
Exhibit
Number
|
Description
|
|
10.48+
|
MRI Interventions, Inc. Non-Employee Director Compensation Plan (12)
|
||
|
10.49
|
Form of Securities Purchase Agreement by and among MRI Interventions, Inc. and the investors party thereto (10)
|
||
|
10.50
|
Form of Registration Rights Agreement by and among MRI Interventions, Inc. and the investors party thereto (10)
|
||
|
10.51
|
Second Amendment to Co-Development and Distribution Agreement, dated March 6, 2013, between MRI Interventions, Inc. and Brainlab AG (11)
|
||
|
23.1*
|
Consent of Cherry Bekaert LLP, formerly known as Cherry, Bekaert & Holland, L.L.P.
|
||
|
24.1*
|
Power of Attorney (included on the signature pages hereto)
|
||
|
31.1*
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) Under the Securities Exchange Act of 1934
|
||
|
31.2*
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) Under the Securities Exchange Act of 1934
|
||
|
32++
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14(b) Under the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code.
|
||
|
101.INS**
|
XRBL Instance
|
||
|
101.SCH**
|
XBRL Taxonomy Extension Schema
|
||
|
101.CAL**
|
XBRL Taxonomy Extension Calculation
|
||
|
101.DEF**
|
XBRL Taxonomy Extension Definition
|
||
|
101.LAB**
|
XBRL Taxonomy Extension Labels
|
||
|
101.PRE**
|
XBRL Taxonomy Extension Presentation
|
||
|
*
|
Filed herewith.
|
|
**
|
Pursuant to Rule 406T of Regulation S-T adopted by the SEC, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise are not subject to liability under these sections.
|
|
†
|
Confidential treatment granted under Rule 24b-2 under the Securities Exchange Act of 1934. The confidential portions of this exhibit have been omitted and are marked accordingly. The confidential portions have been filed separately with the Securities and Exchange Commission pursuant to the request for confidential treatment.
|
|
+
|
Indicates management contract or compensatory plan.
|
|
++
|
This certification is being furnished solely to accompany this Annual Report pursuant to 18 U.S.C. Section 1350, and it is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
|
|
(1)
|
Incorporated by reference to the Company's Form 10-Q filed with the Commission on May 11, 2012.
|
|
(2)
|
Incorporated by reference to the Company's registration statement on Form 10 filed with the Commission on December 28, 2011.
|
|
(3)
|
Incorporated by reference to Amendment No. 1 to the Company's registration statement on Form 10 filed with the Commission on February 9, 2012.
|
|
(4)
|
Incorporated by reference to Amendment No. 2 to the Company's registration statement on Form 10 filed with the Commission on February 28, 2012.
|
|
(5)
|
Incorporated by reference to the Company's Form 8-K filed with the Commission on July 6, 2012.
|
|
(6)
|
Incorporated by reference to Amendment No. 3 to the Company's registration statement on Form 10 filed with the Commission on March 15, 2012.
|
|
(7)
|
Incorporated by reference to the Company's Form 8-K filed with the Commission on May 14, 2012.
|
|
(8)
|
Incorporated by reference to the Company's Form 8-K filed with the Commission on June 21, 2012.
|
|
(9)
|
Incorporated by reference to the Company's Form 8-K filed with the Commission on June 26, 2012.
|
|
(10)
|
Incorporated by reference to the Company's Form 8-K filed with the Commission on January 22, 2013.
|
|
(11)
|
Incorporated by reference to the Company's Form 8-K filed with the Commission on March 7, 2013.
|
|
(12)
|
Incorporated by reference to the Company's registration statement on Form S-1 filed with the Commission on February 11, 2013.
|
|
MRI INTERVENTIONS, INC.
|
|||
|
Date: March 11, 2012
|
/s/ Kimble L. Jenkins | ||
| Kimble L. Jenkins | |||
| Chief Executive Officer and | |||
|
Chairman of the Board of Directors
|
|||
| (Principal Executive Officer) | |||
|
Signature
|
Title
|
Date
|
||
|
/s/ Kimble L. Jenkins
|
Chief Executive Officer and Chairman |
March 11, 2013
|
||
|
Kimble L. Jenkins
|
of the Board of Directors (Principal
Executive Officer)
|
|
||
|
/s/ David W. Carlson
|
Chief Financial Officer (Principal |
March 11, 2013
|
||
|
David W. Carlson
|
Financial Officer and Principal
Accounting Officer)
|
|||
|
/s/ Paul A. Bottomley
|
Director
|
March 11, 2013
|
||
|
Paul A. Bottomley
|
||||
|
/s/ Bruce C. Conway
|
Director
|
March 11, 2013
|
||
|
Bruce C. Conway
|
||||
|
/s/ Charles E. Koob
|
Director
|
March 11, 2013
|
||
|
Charles E. Koob
|
||||
|
/s/ James K. Malernee, Jr.
|
Director
|
March 11, 2013
|
||
|
James K. Malernee, Jr.
|
|
|||
|
/s/ Michael A. Pietrangelo
|
Director
|
March 11, 2013
|
||
|
Michael A. Pietrangelo
|
|
|||
|
/s/ Andrew K. Rooke
|
Director
|
March 11, 2013
|
||
|
Andrew K. Rooke
|
|
|||
|
/s/ Michael J. Ryan
|
Director
|
March 11, 2013
|
||
|
Michael J. Ryan
|
|
|
||
|
/s/ John N. Spencer, Jr.
|
Director
|
March 11, 2013
|
||
|
John N. Spencer, Jr.
|
|
Page
|
||||
|
Report of Independent Registered Public Accounting Firm
|
2 | |||
|
Audited Financial Statements
|
||||
|
Balance Sheets
|
3 | |||
|
Statements of Operations
|
4 | |||
|
Statements of Stockholders’ Deficit
|
5 | |||
|
Statements of Cash Flows
|
6 | |||
|
Notes to Financial Statements
|
8 | |||
|
December 31,
|
||||||||
|
2012
|
2011
|
|||||||
|
ASSETS
|
||||||||
|
Current Assets:
|
||||||||
|
Cash and cash equivalents
|
$ | 1,620,005 | $ | 145,478 | ||||
|
Accounts receivable
|
445,432 | 401,580 | ||||||
|
Inventory
|
899,702 | 968,818 | ||||||
|
Cost of deferred product revenue
|
47,639 | - | ||||||
|
Prepaid expenses and other current assets
|
63,234 | 19,773 | ||||||
|
Total current assets
|
3,076,012 | 1,535,649 | ||||||
|
Property and equipment, net
|
1,287,115 | 1,218,830 | ||||||
|
Software license inventory
|
1,137,500 | - | ||||||
|
Deferred financing costs
|
24,219 | 214,469 | ||||||
|
Other assets
|
26,900 | 61,481 | ||||||
|
Total assets
|
$ | 5,551,746 | $ | 3,030,429 | ||||
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable
|
$ | 1,961,195 | $ | 4,037,168 | ||||
|
Accrued compensation
|
278,124 | 1,011,413 | ||||||
|
Accrued interest
|
- | 971,733 | ||||||
|
Other accrued liabilities
|
1,177,142 | 2,015,046 | ||||||
|
Derivative liability
|
789 | - | ||||||
|
Related party deferred license revenue
|
650,000 | 2,600,000 | ||||||
|
Deferred product revenue
|
112,725 | - | ||||||
|
Convertible notes payable, net of unamortized discount of $117,405
|
- | 3,953,595 | ||||||
|
Total current liabilities
|
4,179,975 | 14,588,955 | ||||||
|
Related party deferred revenue
|
- | 1,396,374 | ||||||
|
Related party accrued interest
|
- | 799,102 | ||||||
|
Other accrued liabilities
|
574,722 | 209,143 | ||||||
|
Related party convertible notes payable, net of unamortized
discount of $0 and $432,706 at December 31, 2012
and 2011, respectively
|
4,338,601 | 4,377,294 | ||||||
|
Convertible notes payable, net of unamortized discount
discount of $0 and $316,610 at December 31, 2012
and 2011, respectively
|
2,000,000 | 3,308,390 | ||||||
|
Junior secured notes payable, net of unamortized
discount of $2,804,451 and $2,805,686 at December 31, 2012
and December 31, 2011, respectively
|
195,549 | 194,314 | ||||||
|
Total liabilities
|
11,288,847 | 24,873,572 | ||||||
|
Commitments and contingencies (Notes 5, 8, 10 and 11)
|
- | - | ||||||
|
Stockholders' deficit:
|
||||||||
|
Series A convertible preferred stock; $.01 par value;
8,000,000 shares authorized, 7,965,000 shares issued and outstanding at December 31, 2011
|
- | 7,965,000 | ||||||
|
Common stock, $.01 par value; at December 31, 2012, 100,000,000,
48,418,830 and 48,093,000 shares authorized, issued, and outstanding, respectively; at December 31, 2011, 70,000,000 16,410,820, and 16,084,990 shares authorized, issued, and outstanding, respectively
|
484,187 | 164,108 | ||||||
|
Additional paid-in capital
|
60,953,692 | 31,495,593 | ||||||
|
Treasury stock, at cost, 325,830 common shares
|
(1,679,234 | ) | (1,679,234 | ) | ||||
|
Accumulated deficit
|
(65,495,746 | ) | (59,788,610 | ) | ||||
|
Total stockholders' deficit
|
(5,737,101 | ) | (21,843,143 | ) | ||||
|
Total liabilities and stockholders' deficit
|
$ | 5,551,746 | $ | 3,030,429 | ||||
|
Years Ended December 31,
|
||||||||||||
|
2012
|
2011
|
2010
|
||||||||||
|
Revenues:
|
||||||||||||
|
Related party license revenues
|
$ | 3,346,374 | $ | 2,600,000 | $ | 2,600,000 | ||||||
|
Service revenues
|
541,182 | 63,328 | - | |||||||||
|
Product revenues
|
1,170,679 | 1,154,838 | 69,450 | |||||||||
|
Total revenues
|
5,058,235 | 3,818,166 | 2,669,450 | |||||||||
|
Costs and operating expenses:
|
||||||||||||
|
Cost of product revenues
|
555,703 | 656,414 | 16,314 | |||||||||
|
Research and development:
|
||||||||||||
|
Research and development costs
|
2,484,503 | 4,251,476 | 5,681,031 | |||||||||
|
Reversal of R&D obligation (see Note 10)
|
(882,537 | ) | - | - | ||||||||
|
Selling, general, and administrative
|
6,029,844 | 4,831,814 | 4,698,786 | |||||||||
|
Costs of withdrawn IPO
|
- | - | 1,788,609 | |||||||||
|
Total costs and operating expenses
|
8,187,513 | 9,739,704 | 12,184,740 | |||||||||
|
Operating loss
|
(3,129,278 | ) | (5,921,538 | ) | (9,515,290 | ) | ||||||
|
Other income (expense):
|
||||||||||||
|
Gain (loss) on change in fair value of derivative liability
|
(789 | ) | - | 1,227,500 | ||||||||
|
Other income, net
|
3,586 | 104,850 | 413,623 | |||||||||
|
Interest income
|
14,152 | 3,481 | 10,403 | |||||||||
|
Interest expense
|
(2,594,807 | ) | (2,498,204 | ) | (1,590,471 | ) | ||||||
|
Net loss
|
$ | (5,707,136 | ) | $ | (8,311,411 | ) | $ | (9,454,235 | ) | |||
|
Net loss per share attributable to
common stockholders:
|
||||||||||||
|
Basic and diluted
|
$ | (0.14 | ) | $ | (0.52 | ) | $ | (1.40 | ) | |||
|
Weighted average shares outstanding:
|
||||||||||||
|
Basic and diluted
|
40,374,048 | 15,961,371 | 6,773,714 | |||||||||
|
Convertible Preferred
|
Additional | |||||||||||||||||||||||||||||||
|
Stock Series A
|
Common Stock | Paid-in |
Treasury
|
Accumuluated | ||||||||||||||||||||||||||||
|
Shares
|
Amount
|
Shares |
Amount
|
Capital |
Stock
|
Deficit |
Total
|
|||||||||||||||||||||||||
|
Balances, January 1, 2010
|
7,965,000 | $ | 7,965,000 | 5,129,280 | $ | 54,551 | $ | 25,794,862 | $ | (1,679,234 | ) | $ | (42,022,964 | ) | $ | (9,887,785 | ) | |||||||||||||||
|
Employee share-based compensation
|
- | - | - | - | 245,462 | - | - | 245,462 | ||||||||||||||||||||||||
|
Fair value of conversion feature of senior
unsecured convertible notes payable
|
- | - | - | - | 834,555 | - | - | 834,555 | ||||||||||||||||||||||||
|
Warrants issued in connection with senior
unsecured convertible notes payable
|
- | - | - | - | 120,218 | - | - | 120,218 | ||||||||||||||||||||||||
|
Elimination of fractional shares resulting
from the reverse stock split
|
- | - | (103 | ) | (1 | ) | (514 | ) | - | - | (515 | ) | ||||||||||||||||||||
|
Issuance of common stock in payment
of director fees
|
- | - | 16,527 | 165 | 29,584 | - | - | 29,749 | ||||||||||||||||||||||||
|
Issuance of common stock in connection
with the sale of unit securities
|
- | - | 10,714,286 | 107,143 | 2,668,157 | - | - | 2,775,300 | ||||||||||||||||||||||||
|
Net loss for the year
|
- | - | - | - | - | - | (9,454,235 | ) | (9,454,235 | ) | ||||||||||||||||||||||
|
Balances, December 31, 2010
|
7,965,000 | 7,965,000 | 15,859,990 | 161,858 | 29,692,324 | (1,679,234 | ) | (51,477,199 | ) | (15,337,251 | ) | |||||||||||||||||||||
|
Employee share-based compensation
|
- | - | - | - | 989,902 | - | - | 989,902 | ||||||||||||||||||||||||
|
Warrants issued in connection with senior
unsecured convertible notes payable
|
- | - | - | - | 649,734 | - | - | 649,734 | ||||||||||||||||||||||||
|
Fair value of conversion feature of 2011 j
unior secured convertible notes payable
|
- | - | - | - | 163,633 | - | - | 163,633 | ||||||||||||||||||||||||
|
Proceeds from exercise of warrants
|
- | - | 225,000 | 2,250 | - | - | - | 2,250 | ||||||||||||||||||||||||
|
Net loss for the year
|
- | - | - | - | - | - | (8,311,411 | ) | (8,311,411 | ) | ||||||||||||||||||||||
|
Balances, December 31, 2011
|
7,965,000 | 7,965,000 | 16,084,990 | 164,108 | 31,495,593 | (1,679,234 | ) | (59,788,610 | ) | (21,843,143 | ) | |||||||||||||||||||||
|
Employee share-based compensation
|
- | - | - | - | 1,168,034 | - | - | 1,168,034 | ||||||||||||||||||||||||
|
Beneficial conversion feature
of convertible notes payable
|
- | - | - | - | 383,204 | - | - | 383,204 | ||||||||||||||||||||||||
|
Warrants issued with convertible
notes payable
|
- | - | - | - | 383,204 | - | - | 383,204 | ||||||||||||||||||||||||
|
Warrants issued to placement
agents and subagents
|
- | - | - | - | 237,299 | - | - | 237,299 | ||||||||||||||||||||||||
|
Conversion of convertible notes and
accrued interest into common stock
|
- | - | 16,397,727 | 163,977 | 11,216,232 | - | - | 11,380,209 | ||||||||||||||||||||||||
|
Conversion of Series A preferred stock i
nto common stock
|
(7,965,000 | ) | (7,965,000 | ) | 7,965,000 | 79,650 | 7,885,350 | - | - | - | ||||||||||||||||||||||
|
Non-employee share based compensation
|
- | - | - | - | 863,257 | - | - | 863,257 | ||||||||||||||||||||||||
|
Common stock issued in exchange
for settlement of software
license obligations
|
- | - | 1,500,000 | 15,000 | 1,647,500 | - | - | 1,662,500 | ||||||||||||||||||||||||
|
Issuance of common stock in payment
of director fees
|
- | - | 51,928 | 519 | 124,106 | - | - | 124,625 | ||||||||||||||||||||||||
|
July 2012 unit offering
|
- | - | 5,454,523 | 54,545 | 5,461,950 | - | - | 5,516,495 | ||||||||||||||||||||||||
|
Exercise of options and warrants
|
- | - | 638,832 | 6,388 | 87,963 | - | - | 94,351 | ||||||||||||||||||||||||
|
Net loss for the year
|
- | - | - | - | - | - | (5,707,136 | ) | (5,707,136 | ) | ||||||||||||||||||||||
|
Balances, December 31, 2012
|
- | $ | - | 48,093,000 | $ | 484,187 | $ | 60,953,692 | $ | (1,679,234 | ) | $ | (65,495,746 | ) | $ | (5,737,101 | ) | |||||||||||||||
|
Years Ended December 31,
|
||||||||||||
|
2012
|
2011
|
2010
|
||||||||||
|
Cash flows from operating activities:
|
||||||||||||
|
Net loss
|
$ | (5,707,136 | ) | $ | (8,311,411 | ) | $ | (9,454,235 | ) | |||
|
Adjustments to reconcile net loss to net cash flows
from operating activities:
|
||||||||||||
|
Depreciation and license amortization
|
416,970 | 354,885 | 266,223 | |||||||||
|
Expenses paid through the issuance of common stock
|
124,625 | - | 29,749 | |||||||||
|
Share-based compensation
|
2,031,291 | 989,902 | 245,462 | |||||||||
|
Loss (gain) on change in fair value of derivative liability
|
789 | - | (1,227,500 | ) | ||||||||
|
Amortization and write-off of debt issuance costs
and original issue discounts
|
2,061,078 | 1,359,687 | 889,624 | |||||||||
|
Write-off of costs of withdrawn IPO
|
- | - | 1,788,609 | |||||||||
|
Increase (decrease) in cash resulting from changes in:
|
||||||||||||
|
Accounts receivable
|
(43,852 | ) | (370,040 | ) | (31,540 | ) | ||||||
|
Inventory
|
(270,686 | ) | 91,519 | (1,214,962 | ) | |||||||
|
Cost of deferred product revenue
|
(47,639 | ) | - | - | ||||||||
|
Prepaid expenses and other current assets
|
(43,461 | ) | (3,233 | ) | 38,487 | |||||||
|
Other assets
|
16,581 | 4,520 | 19,520 | |||||||||
|
Accounts payable and accrued expenses
|
(2,738,727 | ) | 2,244,576 | 3,543,310 | ||||||||
|
Deferred revenue
|
(3,233,649 | ) | (2,600,000 | ) | (2,600,000 | ) | ||||||
|
Net cash flows from operating activities
|
(7,433,816 | ) | (6,239,595 | ) | (7,707,253 | ) | ||||||
|
Cash flows from investing activities:
|
||||||||||||
|
Purchases of property and equipment
|
(127,453 | ) | (26,101 | ) | (61,704 | ) | ||||||
|
Net cash flows from investing activities
|
(127,453 | ) | (26,101 | ) | (61,704 | ) | ||||||
|
Cash flows from financing activities:
|
||||||||||||
|
Net proceeds from pre-public unit offerings
|
3,424,950 | 2,831,610 | 3,000,000 | |||||||||
|
Net proceeds from issuance of convertible notes
|
- | 2,000,000 | 3,777,142 | |||||||||
|
Net proceeds from PIPE financing
|
5,516,495 | - | - | |||||||||
|
Proceeds from warrant exercises
|
94,351 | 2,250 | - | |||||||||
|
Net cash flows from financing activities
|
9,035,796 | 4,833,860 | 6,777,142 | |||||||||
|
Net change in cash and cash equivalents
|
1,474,527 | (1,431,836 | ) | (991,815 | ) | |||||||
|
Cash and cash equivalents, beginning of year
|
145,478 | 1,577,314 | 2,569,129 | |||||||||
|
Cash and cash equivalents, end of year
|
$ | 1,620,005 | $ | 145,478 | $ | 1,577,314 | ||||||
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
||||||||||||
|
Cash paid for:
|
||||||||||||
|
Income taxes
|
$ | - | $ | - | $ | 49,250 | ||||||
|
Interest
|
$ | 33,200 | $ | - | $ | - | ||||||
|
|
·
|
In February 2012, the terms of related party notes payable were modified (see Note 6) and accrued interest of $838,601 was added to the principal balances of the original notes.
|
|
|
·
|
Upon the effectiveness of the Company’s Form 10 registration statement in February 2012, the principal balance of convertible notes payable totaling $10,811,500 and the related accrued interest of $974,311 were converted into shares of the Company’s common stock (see Notes 7 and 8). In addition, unamortized debt discounts totaling $405,602 at the conversion date related to the relative fair value of warrants issued in connection with the issuance of the convertible notes (originally accounted for as equity) were offset against additional paid-in capital.
|
|
|
·
|
In February 2012, warrants with a fair value of $237,299 (recorded as deferred financing costs and additional paid-in capital) were issued to the placement agent and its sub-placement agents in connection with the Company’s sale of units consisting of secured convertible notes and common stock warrants (see Note 7).
|
|
|
·
|
In January and February 2012, both the $383,204 relative fair value of warrants and the $383,204 intrinsic value of the beneficial conversion feature associated with notes issued by the Company in an offering of units (see Note 7) were recorded as additional paid-in capital and a discount to the convertible notes payable.
|
|
|
·
|
In June 2012, the Company issued 1,500,000 shares of its common stock in exchange for settlement of accounts payable of $612,500 and the purchase of software licenses in the amount of $1,050,000 (see Note 10).
|
|
|
·
|
In 2010, warrants (recorded as deferred financing costs and additional paid-in capital) were issued with a fair value of $120,218 to the placement agent in connection with the sale of the senior unsecured convertible notes.
|
|
|
·
|
The $163,633 fair value of the warrants and the $163,633 intrinsic value of the beneficial conversion feature associated with the notes, issued in the 2011 Unit Offering (see Note 7) were recorded as additional paid-in capital and a discount to the convertible notes payable.
|
|
|
·
|
At December 31, 2012, and 2011, deferred financing costs in the amount of $24,219 and $66,500, respectively, were included in accrued expenses.
|
|
|
·
|
ClearPoint reusable components were transferred from inventory to loaned systems, which is a component of property and equipment, during the years ended December 31, 2012, 2011 and 2010 with costs of $339,802, $550,105 and $173,870, respectively.
|
|
|
·
|
the July 2012 PIPE financing, which resulted in net proceeds of $5,516,495;
|
|
|
·
|
the unit offering the Company completed in February 2012, which resulted in net proceeds of $4,946,560, $3,424,950 of which were received in 2012 and $1,521,610 of which were received in 2011;
|
|
|
·
|
the unit offering the Company completed in September 2011, which resulted in net proceeds of $1,310,000;
|
|
|
·
|
the issuance of a convertible note payable in April 2011, which resulted in net proceeds of $2,000,000;
|
|
|
·
|
the November 2010 unit offering, which resulted in net proceeds of $3,000,000; and
|
|
|
·
|
the March 2010 convertible notes payable offering, which resulted in net proceeds of $3,777,142.
|
|
Carrying Values
|
Estimated
Fair Value
|
|||||||
|
Related party BSC convertible notes payable
|
$ | 4,338,601 | $ | 3,636,380 | ||||
|
Convertible note payable
|
2,000,000 | 2,000,000 | ||||||
|
Junior secured notes payable
|
195,549 | 1,920,844 | ||||||
|
|
·
|
Related Party Revenue Recognition under BSC Neuro Agreement (Note 5)
—
The Company analyzed whether the components of the arrangement represent separate units of accounting as defined by GAAP. Application of GAAP regarding Multiple-Element Arrangements requires subjective determinations and requires management to make judgments about the values of the individual elements and whether delivered elements were separable from the other aspects of the contractual relationship. The Company has determined that it did not and does not have clear and objective evidence of the fair values of each of the various elements of the agreement and, therefore, under these standards, the deliverables under this agreement are being treated as one unit of accounting.
|
|
|
·
|
Related Party Revenue Recognition under BSC Cardiac Agreement (Note 5)
—
The Company analyzed whether the deliverables under the arrangement represent separate units of accounting as defined by GAAP. Application of GAAP regarding Multiple-Element Arrangements requires management to make subjective judgments about the values of the individual elements and whether delivered elements are separable from the other aspects of the contractual relationship. The Company determined it did not and does not have clear and objective evidence of fair value of the various elements of the agreement and, therefore, under these standards, the deliverables are being treated as one unit of accounting.
|
|
|
·
|
Service Revenues -
In 2011, the Company entered into an agreement to provide development services to a third party. Under this agreement, the Company earns revenue equal to costs incurred for outside expenses related to the development services provided, plus actual direct internal labor costs (including the cost of employee benefits), plus an overhead markup of the direct internal labor costs incurred. Revenue is recognized in the period in which the Company incurs the related costs. During the years ended December 31, 2012 and 2011, the Company recorded service revenues of approximately $531,000 and $63,000, respectively, related to this agreement. From time to time, the Company may also perform development services for other third parties evidenced by either a development agreement or a purchase order. During 2012, the Company recorded revenues totaling $10,000 for such services. The Company did not recognize any service revenues for the year ended December 31, 2010.
|
|
As of December 31,
|
||||||||||||
|
2012
|
2011
|
2010
|
||||||||||
|
Stock options
|
6,432,127 | 3,679,977 | 3,762,477 | |||||||||
|
Warrants
|
8,763,836 | 1,922,944 | 435,986 | |||||||||
|
Shares under convertible note agreements
|
4,454,362 | 1,046,263 | 997,678 | |||||||||
| 19,650,325 | 6,649,184 | 5,196,141 | ||||||||||
|
2012
|
2011
|
|||||||
|
Work in process
|
$ | 494,290 | $ | 454,366 | ||||
|
Software license inventory
|
344,500 | 467,000 | ||||||
|
Finished goods
|
60,912 | 47,452 | ||||||
|
Inventory included in current assets
|
899,702 | 968,818 | ||||||
|
Software license inventory (see Note 10)
|
1,137,500 | - | ||||||
| $ | 2,037,202 | $ | 968,818 | |||||
|
2012
|
2011
|
|||||||
|
Equipment
|
$ | 1,044,969 | $ | 934,253 | ||||
|
Furniture and fixtures
|
105,376 | 106,054 | ||||||
|
Leasehold improvements
|
157,236 | 157,236 | ||||||
|
Computer equipment and software
|
114,786 | 101,482 | ||||||
|
Loaned systems
|
1,063,777 | 723,975 | ||||||
| 2,486,144 | 2,023,000 | |||||||
|
Less accumulated depreciation and amortization
|
(1,199,029 | ) | (804,170 | ) | ||||
|
Total property and equipment, net
|
$ | 1,287,115 | $ | 1,218,830 | ||||
|
December 31,
|
||||||||
|
2012
|
2011
|
|||||||
|
Dividend yield
|
0 % | 0 % | ||||||
|
Expected volatility
|
41.98 % | 46.58 % | ||||||
|
Risk free interest rate
|
0.31 % | 0.25 % | ||||||
|
Expected remaining term (years)
|
1.8 | 0.15 | ||||||
|
Common stock price
|
$ 1.60 | $ 0.60 | ||||||
|
Derivative liability at January 1, 2010
|
$ | 1,227,500 | ||
|
Gain on change in fair value of derivative liability
|
(1,227,500 | ) | ||
|
Derivative liability at December 31, 2010 and 2011
|
- | |||
|
Loss on change in fair value of derivative liability
|
789 | |||
|
Derivative liability at December 31, 2012
|
$ | 789 |
|
2012
|
2011
|
|||||||
|
BSC Notes - principal
|
$ | 4,338,601 | $ | 3,500,000 | ||||
|
Summer 2011 Notes - principal
|
- | 1,310,000 | ||||||
|
Total related party notes payable - principal
|
4,338,601 | 4,810,000 | ||||||
|
Summer 2011 Notes - unamortized discount
|
- | (432,706 | ) | |||||
|
Total related party notes payable - unamortized discount
|
- | (432,706 | ) | |||||
|
BSC Notes - net
|
4,338,601 | 3,500,000 | ||||||
|
Summer 2011 Notes - net
|
- | 877,294 | ||||||
|
Total related party notes payable - net
|
$ | 4,338,601 | $ | 4,377,294 | ||||
|
Current
|
Long-term
|
|||||||||||||||
|
2012
|
2011
|
2012
|
2011
|
|||||||||||||
|
March 2010 Notes - principal
|
$ | - | $ | 4,071,000 | $ | - | $ | - | ||||||||
|
2011 Unit Offering Notes - principal
|
- | - | - | 1,625,000 | ||||||||||||
|
April 2011 Note - principal
|
- | - | 2,000,000 | 2,000,000 | ||||||||||||
|
Total convertible notes payable - principal
|
- | 4,071,000 | 2,000,000 | 3,625,000 | ||||||||||||
|
March 2010 Notes - unamortized discount
|
- | (117,405 | ) | - | - | |||||||||||
|
2011 Unit Offering Notes - unamortized discount
|
- | - | - | (316,610 | ) | |||||||||||
|
April 2011 Note - unamortized discount
|
- | - | - | - | ||||||||||||
|
Total unamortized discount
|
- | (117,405 | ) | - | (316,610 | ) | ||||||||||
|
March 2010 Notes - net
|
- | 3,953,595 | - | - | ||||||||||||
|
2011 Unit Offering Notes - net
|
- | - | - | 1,308,390 | ||||||||||||
|
April 2011 Note - net
|
- | - | 2,000,000 | 2,000,000 | ||||||||||||
|
Total convertible notes payable - net
|
$ | - | $ | 3,953,595 | $ | 2,000,000 | $ | 3,308,390 | ||||||||
|
Impact to Balance Sheet
|
Increase in
|
|||||||||||||||
|
Before
Conversions
|
Impact of
Conversions
|
After
Conversions
|
Common Shares
Outstanding
|
|||||||||||||
|
Impact on assets
|
||||||||||||||||
|
Deferred costs
|
$ | 799,123 | $ | (799,123 | ) | $ | - | - | ||||||||
|
Impact on liabilities and equity
|
||||||||||||||||
|
Accrued interest on converted notes
|
$ | 974,311 | $ | (974,311 | ) | $ | - | 1,092,559 | ||||||||
|
Summer 2011 Notes, net
|
904,397 | (904,397 | ) | - | 2,183,334 | |||||||||||
|
March 2010 Notes, net
|
4,057,500 | (4,057,500 | ) | - | 4,071,000 | |||||||||||
|
2011 Unit Offering Notes, net
|
4,367,482 | (4,367,482 | ) | - | 9,050,834 | |||||||||||
|
Total impact on liabilities
|
10,303,690 | (10,303,690 | ) | - | 16,397,727 | |||||||||||
|
Series A convertible preferred stock
|
7,965,000 | (7,965,000 | ) | - | 7,965,000 | |||||||||||
|
Additional paid-in capital and common stock
|
- | 19,345,209 | 19,345,209 | - | ||||||||||||
|
Accumulated deficit
|
- | (1,875,642 | ) | (1,875,642 | ) | - | ||||||||||
|
Total impact on equity
|
7,965,000 | 9,504,567 | 17,469,567 | 7,965,000 | ||||||||||||
|
Total impact on liabilities and equity
|
$ | 18,268,690 | $ | (799,123 | ) | $ | 17,469,567 | 24,362,727 | ||||||||
|
Options
Outstanding
|
Options
Exercisable
|
Range of
Exercise Prices
|
Weighted-
average
Exercise
price per
share
|
Intrinsic
Value
(1)
|
||||||||||||||||||
|
Balance at January 1, 2010
|
669,777 | $ | 0.88 | - | 24.00 | $ | 4.28 | $ | 3,694,400 | |||||||||||||
|
Exercisable at January 1, 2010
|
483,364 | 0.88 | - | 24.00 | 2.78 | 3,424,333 | ||||||||||||||||
|
Granted
(2)
|
3,246,450 | 1.80 | 1.80 | |||||||||||||||||||
|
Cancelled or forfeited
|
(153,750 | ) | 3.20 | - | 24.00 | 5.06 | ||||||||||||||||
|
Outstanding at December 31, 2010
|
3,762,477 | 0.88 | - | 24.00 | 2.11 | 262,500 | ||||||||||||||||
|
Exercisable at December 31, 2010
|
433,746 | 0.88 | - | 24.00 | 3.03 | 262,500 | ||||||||||||||||
|
Cancelled or forfeited
|
(82,500 | ) | 1.80 | - | 24.00 | 4.93 | ||||||||||||||||
|
Outstanding at December 31, 2011
|
3,679,977 | 0.88 | - | 9.64 | 2.05 | - | ||||||||||||||||
|
Exercisable at December 31, 2011
|
1,501,659 | 0.88 | - | 9.64 | 2.15 | - | ||||||||||||||||
|
Granted
(2)
|
3,097,400 | 1.00 | 2.13 | 1.08 | ||||||||||||||||||
|
Exercised
|
(14,000 | ) | 1.80 | - | 9.64 | 1.80 | ||||||||||||||||
|
Cancelled or forfeited
|
(331,250 | ) | 1.80 | - | 9.64 | 2.14 | ||||||||||||||||
|
Outstanding at December 31, 2012
|
6,432,127 | 0.88 | - | 9.64 | 1.58 | 1,846,040 | ||||||||||||||||
|
Exercisable at December 31, 2012
|
2,386,909 | 0.88 | - | 9.64 | 2.13 | 205,000 | ||||||||||||||||
|
(1)
|
Intrinsic value is calculated as the estimated fair value of the Company’s stock at the end of the related period less the option exercise price of in-the-money options.
|
|
(2)
|
All options granted during the years ended December 31, 2010 and 2012 were granted with exercise prices which were deemed to be the fair market value of the Company’s stock on the date of grant.
|
|
Options Outstanding
|
Options Exercisable
|
|||||||||||||||||||||||
|
Range of
Exercise Prices
|
Number
Outstanding
|
Weighted -
Average
Remaining
Contractual
Life
|
Weighted -
Average
Exercise
Price
|
Number
Exercisable
|
Weighted -
Average
Exercise
Price
|
|||||||||||||||||||
| $0.88 | - | 1.17 | 3,033,900 | 8.53 | $ | 0.99 | 287,500 | $ | 0.89 | |||||||||||||||
| 1.63 | - | 2.13 | 3,216,700 | 8.16 | 1.79 | 1,917,882 | 1.80 | |||||||||||||||||
| 3.20 | - | 9.64 | 181,527 | 3.55 | 7.61 | 181,527 | 7.61 | |||||||||||||||||
| 6,432,127 | 8.20 | 1.58 | 2,386,909 | 2.13 | ||||||||||||||||||||
|
Nonvested Stock Options
|
Shares
|
Weighted -
Average
Grant Date
Fair Value
|
||||||
|
Nonvested January 1, 2010
|
186,413 | $ | 2.41 | |||||
|
Granted
|
3,246,450 | 0.83 | ||||||
|
Forfeited
|
(41,667 | ) | 1.92 | |||||
|
Vested
|
(62,465 | ) | 2.31 | |||||
|
Nonvested December 31, 2010
|
3,328,731 | 0.88 | ||||||
|
Forfeited
|
(51,833 | ) | 0.88 | |||||
|
Vested
|
(1,098,580 | ) | 0.89 | |||||
|
Nonvested December 31, 2011
|
2,178,318 | 0.87 | ||||||
|
Granted
|
3,097,400 | 0.48 | ||||||
|
Forfeited
|
(258,517 | ) | 0.85 | |||||
|
Vested
|
(971,984 | ) | 1.04 | |||||
|
Nonvested December 31, 2012
|
4,045,218 | 0.56 | ||||||
|
Years Ended December 31,
|
||||||||||
|
2012
|
2010
|
|||||||||
|
Dividend yield
|
0% | 0% | ||||||||
|
Expected Volatility
|
45.17% | to |
45.32%
|
44.81% | ||||||
|
Risk free Interest rates
|
0.83% |
to
|
1.13% | 2.36% | ||||||
|
Expected lives (years)
|
6.0 | 6.0 | ||||||||
|
Shares
|
Weighted -
Average
Exercise
Price
|
|||||||
|
Outstanding at January 1, 2010
|
410,542 | $ | 0.42 | |||||
|
Issued
|
25,444 | 8.00 | ||||||
|
Outstanding at December 31, 2010
|
435,986 | 3.74 | ||||||
|
Expired
|
(410,542 | ) | 3.48 | |||||
|
Issued
|
2,122,500 | 0.29 | ||||||
|
Exercised
|
(225,000 | ) | 0.01 | |||||
|
Outstanding at December 31, 2011
|
1,922,944 | 0.43 | ||||||
|
Issued
|
7,652,071 | 1.05 | ||||||
|
Shares withheld on net settled exercises
|
(186,347 | ) | 0.70 | |||||
|
Exercised
|
(624,832 | ) | 0.67 | |||||
|
Outstanding at December 31, 2012
|
8,763,836 | 0.95 | ||||||
|
Year Ended December 31,
|
|||||||||||||
|
2012
|
2011
|
2010
|
|||||||||||
|
Dividend yield
|
0% | 0% | 0 % | ||||||||||
|
Expected Volatility
|
40.96% | to |
46.88%
|
48.67% | to |
49.36%
|
44.81 % | ||||||
|
Risk free Interest rates
|
0.19% |
to
|
0.77% | 0.81% |
to
|
1.13% | 2.36 % | ||||||
|
Expected lives (years)
|
1.6 |
to
|
5.0 |
5.0
|
5.0
|
||||||||
|
As of December 31,
|
||||||||
|
2012
|
2011
|
|||||||
|
Deferred income tax assets (liabilities):
|
||||||||
|
Property and equipment
|
$ | (54,443 | ) | $ | (144,185 | ) | ||
|
Deferred revenue
|
246,740 | 1,517,024 | ||||||
|
Accrued expenses
|
288,338 | 1,138,800 | ||||||
|
Share based compensation related
|
1,094,927 | 451,557 | ||||||
|
Other
|
546,636 | 275,650 | ||||||
|
Net operating loss carryforwards
|
19,816,443 | 18,509,210 | ||||||
| 21,938,641 | 21,748,056 | |||||||
|
Less valuation allowance
|
(21,938,641 | ) | (21,748,056 | ) | ||||
| $ | - | $ | - | |||||
|
Years ending December 31,
|
||||
|
2013
|
$ | 142,680 | ||
|
2014
|
140,583 | |||
|
2015
|
62,638 | |||
|
Total minium payments
|
$ | 345,901 | ||
|
Years ending December 31,
|
||||
|
2013
|
$ | 95,000 | ||
|
2014
|
95,000 | |||
|
2015
|
95,000 | |||
|
2016
|
95,000 | |||
|
2017
|
95,000 | |||
|
Thereafter
|
915,000 | |||
|
Total minium payments
|
$ | 1,390,000 | ||
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 |
|---|